Full Press Release Details
TO FINANCIAL STATEMENT
Financial Statement for CM Life Sciences, Inc.:
| Page | ||
| Report of Independent Registered Public Accounting Firm | F-2 | |
| Balance Sheet as of September 4, 2020 | F-3 | |
| Notes to Financial Statement | F-4 |
of Independent Registered Public Accounting Firm
the Stockholders and Board of Directors of
on the Financial Statement
have audited the accompanying balance sheet of CM Life Sciences, Inc. (the "Company") as of September 4, 2020, and
the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement
presents fairly, in all material respects, the financial position of the Company as of September 4, 2020, in conformity with accounting
principles generally accepted in the United States of America.
financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's financial statement based on our audit. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or
fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose
of expressing an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, we
express no such opinion.
audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement.
We believe that our audit provides a reasonable basis for our opinion.
| /s/ WithumSmith+Brown, PC | |
| We have served as the Company's auditor since 2020. | |
| New York, New York | |
| September 11, 2020 |
| ASSETS | ||||
| Current assets | ||||
| Cash | $ | 1,834,919 | ||
| Prepaid expenses | 24,400 | |||
| Total Current Assets | 1,859,319 | |||
| Cash held in Trust Account | 442,750,000 | |||
| Total Assets | $ | 444,609,319 | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
| Current Liabilities: | ||||
| Accrued expenses | $ | 2,681 | ||
| Accrued offering costs | 378,532 | |||
| Total Current Liabilities | 381,213 | |||
| Deferred underwriting fee payable | 15,496,250 | |||
| Total Liabilities | 15,877,463 | |||
| Commitments and Contingencies | ||||
| Class A common stock subject to possible redemption, 42,373,185 shares at redemption value | 423,731,850 | |||
| Stockholders' Equity: | ||||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | - | |||
| Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 1,901,815 issued and outstanding (excluding 42,373,185 shares subject to possible redemption) | 190 | |||
| Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 11,068,750 shares issued and outstanding | 1,107 | |||
| Additional paid-in capital | 5,001,390 | |||
| Accumulated deficit | (2,681 | ) | ||
| Total Stockholders' Equity | 5,000,006 | |||
| Total Liabilities and Stockholders' Equity | $ | 444,609,319 |
accompanying notes are an integral part of the financial statement.
CM LIFE SCIENCES, INC.
NOTES TO FINANCIAL STATEMENT
1. ORGANIZATION AND PLAN OF BUSINESS OPERATIONS
Life Sciences, Inc. (the "Company") was incorporated in Delaware on July 10, 2020. The Company was formed for the
purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses (the "Business Combination"). The Company is not limited to a particular industry or sector
for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the
Company is subject to all of the risks associated with early stage and emerging growth companies.
of September 4, 2020, the Company had not commenced any operations. All activity for the period from July 10, 2020 (inception)
through September 4, 2020 relates to the Company's formation and the initial public offering ("Initial Public Offering"),
which is described below. The Company will not generate any operating revenues until after the completion of its initial Business
Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds
derived from the Initial Public Offering.
registration statement for the Company's Initial Public Offering was declared effective on September 1, 2020. On September
4, 2020 the Company consummated the Initial Public Offering of 44,275,000 units (the "Units" and, with respect to
the Class A common stock included in the Units sold, the "Public Shares"), which includes the full exercise by the
underwriter of its over-allotment option in the amount of 5,775,000 Units, at $10.00 per Unit, generating gross proceeds of
$442,750,000 which is described in Note 3.
with the closing of the Initial Public Offering, the Company consummated the sale of 7,236,667 warrants (the "Private Placement
Warrants") at a price of $1.50 per Private Placement Warrant in a private placement to CMLS Holdings LLC (the "Sponsor")
and certain of the Company's independent directors, generating gross proceeds of $10,855,000, which is described in Note
costs amounted to $24,895,463, consisting of $8,855,000 in cash underwriting fees, $15,496,250 of deferred underwriting fees and
$544,213 of other offering costs. In addition, as of September 4, 2020, cash of $1,834,919 was held outside of the Trust Account
(as defined below) and is available for the payment of offering costs and for working capital purposes.
the closing of the Initial Public Offering on September 4, 2020, an amount of $442,750,000 ($10.00 per Unit) from the net proceeds
of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account
(the "Trust Account") located in the United States and will be invested only in U.S. government securities, within
the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company
Act"), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money
market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined
by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the
funds held in the Trust Account, as described below.
Company's management has broad discretion with respect to the specific application of the net proceeds of the Initial Public
Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied
generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business
Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses
or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting
commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination
if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires
a controlling interest in the target business sufficient for it not to be required to register as an investment company under
the Investment Company Act.
Company will provide the holders of the outstanding Public Shares (the "Public Stockholders") with the opportunity
to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection
with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as
to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the
Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the
Trust Account (initially $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable).
There will be no redemption rights upon the completion of a Business Combination with respect to the Company's warrants.
Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following
any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the
Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company
does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Second Amended and
Restated Certificate of Incorporation (the "Certificate of Incorporation"), conduct the redemptions pursuant to the
tender offer rules of the U.S. Securities and Exchange Commission ("SEC") and file tender offer documents with the
SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable
law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons,
the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant
to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company's
Sponsor and any other holders of the Company's common stock prior to the Initial Public Offering (the "initial stockholders")
have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public
Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public
Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.
CM LIFE SCIENCES, INC.
NOTES TO FINANCIAL STATEMENT
the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant
to the tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of
such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under
Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from
redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company.
The Sponsor has agreed (a) to waive its redemption rights with
respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not