X0206 3 2021-12-17 0 0001843762 EQRx, Inc. EQRX 0001725722 AH Equity Partners Bio II, L.L.C. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001725721 AH Bio Fund II, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001725720 AH Bio Fund II-B, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001799478 AH Equity Partners Bio III, L.L.C. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001799477 AH Bio Fund III, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001799480 AH Bio Fund III-B, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001799479 AH Bio Fund III-Q, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 Common Stock 17438465 I By AH Bio Fund II, L.P. Common Stock 19192015 I By AH Bio Fund III, L.P. Common Stock 11433677 I By Andreessen Horowitz LSV Fund I, L.P. Common Stock 5000000 I By Andreessen Horowitz LSV Fund II, L.P. Earn-out Shares 2024-12-17 Common Stock 2388841 I By AH Bio Fund II, L.P. Earn-out Shares 2024-12-17 Common Stock 2629055 I By AH Bio Fund III, L.P. Earn-out Shares 2024-12-17 Common Stock 1566264 I By Andreessen Horowitz LSV Fund I, L.P. The reported securities are held by AH Bio Fund II, L.P., for itself and as nominee for AH Bio Fund II-B, L.P. (collectively, the "AH Bio Fund II Entities"). AH Equity Partners Bio II, L.L.C. ("AH EP Bio II") is the general partner of the AH Bio Fund II Entities and may be deemed to have sole voting and dispositive power with regard to the securities held by the AH Bio Fund II Entities. The managing members of AH EP Bio II are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to have shared voting and dispositive power with respect to the securities held by the AH Bio Fund II Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Bio Fund II Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. The reported securities are held by AH Bio Fund III, L.P., for itself and as nominee for AH Bio Fund III-B, L.P. and AH Bio Fund III-Q, L.P. (collectively, the "AH Bio Fund III Entities"). AH Equity Partners Bio III, L.L.C. ("AH EP Bio III") is the general partner of the AH Bio Fund III Entities and may be deemed to have sole voting and dispositive power with regard to the securities held by the AH Bio Fund III Entities. The managing members of AH EP Bio III are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to have shared voting and dispositive power with respect to the securities held by the AH Bio Fund III Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Bio Fund III Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. The reported securities are held by Andreessen Horowitz LSV Fund I, L.P., for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz LSV Fund I-Q, L.P. (collectively, the "AH LSV Fund I Entities"). AH Equity Partners LSV I, L.L.C. ("AH EP LSV I") is the general partner of the AH LSV Fund I Entities and may be deemed to have sole voting and dispositive power with regard to the securities held by the AH LSV Fund I Entities. The managing members of AH EP LSV I are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to have shared voting and dispositive power with respect to the securities held by the AH LSV Fund I Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund I Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. The reported securities are held by Andreessen Horowitz LSV Fund II, L.P., for itself and as nominee for Andreessen Horowitz LSV Fund II-B, L.P. and Andreessen Horowitz LSV Fund II-Q, L.P. (collectively, the "AH LSV Fund II Entities"). AH Equity Partners LSV II, L.L.C. ("AH EP LSV II") is the general partner of the AH LSV Fund II Entities and may be deemed to have sole voting and dispositive power with regard to the securities held by the AH LSV Fund II Entities. The managing members of AH EP LSV II are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to have shared voting and dispositive power with respect to the securities held by the AH LSV Fund II Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund II Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. Represents the right to acquire an aggregate of 6,584,160 shares of the Issuer's Common Stock (the "Earn-out Shares"), (i) 4,608,912 of which will be released from escrow if the value weighted average price ("VWAP") for at least 20 of any 30 consecutive trading days following December 17, 2022 is at least $12.50; and (ii) 1,975,248 of which will be released from such escrow if the VWAP for at least 20 of any 30 consecutive trading days following December 17, 2022 is at least $16.50. Any Earn-out Shares not eligible to be released on or prior to December 17, 2024 will be forfeited and cancelled, and the maximum number of Earn-out Shares the Reporting Persons may be eligible to acquire is subject to adjustment per the terms of the Agreement and Plan of Merger, dated August 5, 2021, as amended, by and among the Issuer, Clover III Merger Sub Inc. and EQRx (International, Inc. (f/k/a EQRx, Inc.). Form 1 of 2: This Form 3 is the first of two Forms 3 being filed relating to the same event. The Form 3 has been split into multiple filings because there are more than 10 Reporting Persons total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. AH Equity Partners Bio II, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 2021-12-22 AH Bio Fund II, L.P., By: AH Equity Partners Bio II, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 2021-12-22 AH Bio Fund II-B, L.P., By: AH Equity Partners Bio II, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 2021-12-22 AH Equity Partners Bio III, L.L.C. By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 2021-12-22 AH Bio Fund III, L.P., By: AH Equity Partners Bio III, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 2021-12-22 AH Bio Fund III-B, L.P., By: AH Equity Partners Bio III, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 2021-12-22 AH Bio Fund III-Q, L.P., By: AH Equity Partners Bio III, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 2021-12-21