SEC Form SC 13D/A filed by EQRx Inc. (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 1)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Explanatory Note: This Amendment No. 1 (this “Amendment”) amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on December 27, 2021 (the “Original Schedule 13D”) filed by AH Bio Fund II, L.P., a Delaware limited partnership (“AH Bio II”), AH Bio Fund III, L.P., a Delaware limited partnership (“AH Bio III”), Andreessen Horowitz LSV Fund I, L.P., a Delaware limited partnership (“AH LSV I”), Andreessen Horowitz LSV Fund II, L.P., a Delaware limited partnership (“AH LSV II”), AH Equity Partners Bio II, L.L.C., a Delaware limited liability company (“AH Equity Bio II”), AH Equity Partners Bio III, L.L.C., a Delaware limited liability company (“AH Equity Bio III”), AH Equity Partners LSV I, L.L.C., a Delaware limited liability company (“AH Equity LSV I”), AH Equity Partners LSV II, L.L.C., a Delaware limited liability company (“AH Equity LSV II”), Marc Andreessen (“Andreessen”) and Benjamin Horowitz (“Horowitz”). The foregoing entities and individuals are collectively referred to herein as the “Reporting Persons.” This Amendment is filed by the Reporting Persons and relates to the shares of common stock, par value $0.0001 per share (“Common Stock”), of EQRx, Inc., f/k/a CM Life Sciences III Inc. (the “Issuer”). Information reported in the Original Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Original Schedule 13D. All references in the Original Schedule 13D and this Amendment shall be deemed to refer to the Original Schedule 13D as amended and supplemented by this Amendment (collectively, this "Schedule 13D").

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end of Item 4:

On November 9, 2023, (the "Effective Time"), the Issuer completed the transactions contemplated by the Agreement and Plan of Merger dated July 31, 2023 (the "Merger Agreement"), by and among the Issuer, Revolution Medicines, Inc. ("Revolution Medicines"), Equinox Merger Sub, Inc., a direct, wholly owned subsidiary of Revolution Medicines ("Merger Sub I"), and Equinox Merger Sub II LLC, a direct, wholly owned subsidiary of Revolution Medicines ("Merger Sub II"), pursuant to which, among other matters, Merger Sub I merged with and into the Issuer effective as of November 9, 2023, with the Issuer surviving such merger as a direct, wholly owned subsidiary of Revolution Medicines (the "First Merger"), and promptly after the First Merger, the Issuer merged with and into Merger Sub II, with Merger Sub II surviving such merger as a direct, wholly owned subsidiary of Revolution Medicines.

At the Effective Time, each share of Common Stock that was issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.1112 validly issued, fully paid and non-assessable shares of Revolution Medicines common stock and cash in lieu of any fractional shares of Revolution Medicines common stock any former holder of Common Stock would otherwise be entitled to receive, without interest and subject to any required tax withholding, upon the terms and subject to the conditions of the Merger Agreement.

All Earn-out Shares not eligible to be released from escrow on or prior to the Effective Time, together with any other right, title or interest in or to such Earn-out Shares, were waived by the AH Funds and terminated.

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 15, 2023

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*Signed pursuant to a Power of Attorney already on file with the U.S. Securities and Exchange Commission.