SecProbe.io

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 July 30, 2025

Kevin Feeley
Chief Financial Officer
GeneDx Holdings Corp.
333 Ludlow Street
North Tower
6th Floor
Stamford, Connecticut 06902

 Re: GeneDx Holdings Corp.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Form 10-Q for Fiscal Quarter Ended March 31, 2025
 File No. 001-39482
Dear Kevin Feeley:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Industrial
Applications and
 Services
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 Document July 16, 2025 VIA EDGAR SUBMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Tayyaba Shafique Re: GeneDx Holdings Corp. Form 10-K for Fiscal Year Ended December 31, 2024 Form 10-Q for Fiscal Quarter Ended March 31, 2025 File No. 001-39482 Ms. Shafique: We are submitting this letter in response to comments from the staff of the Securities and Exchange Commission (the “SEC” or the “Staff”). We received your letter dated June 18, 2025 (the “Comment Letter”), regarding the above-referenced filings of GeneDx Holdings Corp. (the “Company”). The headings and numbered paragraphs of this letter correspond to the headings and paragraph numbers contained in the Comment Letter. For ease of review, we have reproduced the text of the Staff’s comment in italics below, followed by the Company’s response. Form 10-Q for Quarterly Period Ended March 31, 2025 Financial Statements Note 14. Segment Reporting, page 20 We note that you have identified one reportable segment, GeneDx, and the CODM evaluates segment performance based on revenue and adjusted gross profit. We also note the reported segment revenue of GeneDx is consistent with consolidated revenue for the three months ended March 31, 2025. Please address the following:   • If you have identified a single operating segment, tell us whether it is managed on a consolidated basis or other than consolidated basis and fully explain how you reached that determination. • If your single operating segment is managed on a consolidated basis, tell us how you determined adjusted gross profit, and not consolidated net income, is the measure required to be reported. In this regard, if the CODM uses more than one measure of a segment's profit or loss in assessing segment performance and deciding how to allocate resources, the measure required to be reported is that which management believes is determined in accordance with the measurement principles most consistent with those used in measuring the corresponding amounts in the consolidated financial statements. See ASC 280-10-50-4, ASC 280-10-50-28A, and ASC 280-10-55-15D. • If you have identified multiple operating segments that have been aggregated into a single segment, please describe each operating segment and revise your disclosure to indicate that operating segments have been aggregated. See ASC 280-10-50-21(a). The Company acknowledges the Staff’s comments and respectfully clarifies that during the periods covered by the Form 10-K for the Fiscal Year Ended December 31, 2024 and Form 10-Q for the Fiscal Quarter Ended March 31, 2025 (the “Relevant Reports”), the Company identified two operating segments: (i) GeneDx inclusive of Legacy GeneDx and Legacy Sema4 data revenues and associated costs (the “GeneDx operating segment”) and (ii) Legacy Sema4 diagnostics (the “Legacy Sema4 operating segment”). Page | 1 The Legacy Sema4 operating segment, which offered reproductive and women’s health and somatic oncology diagnostic testing and screening products, is in the process of winding down its business activities. The Company’s Chief Operating Decision Maker (the “CODM”), its Chief Executive Officer, Katherine Stueland, continues to regularly review discrete financial information for the Legacy Sema4 operating segment in order to allocate resources to complete the wind down activities. The product offerings for the GeneDx operating segment, which include whole exome and whole genome tests, are fundamentally different from those of the Legacy Sema4 operating segment and serve a different group of patients. Therefore, the two operating segments are not aggregated into a single segment and were reported separately as “GeneDx” and “Other”, respectively, in the Relevant Reports. Subsequent to the events disclosed in Note 15 to the condensed consolidated financial statements included in its Form 10-Q for the Fiscal Quarter Ended March 31, 2025, the Company completed its acquisition of Fabric Genomics, Inc. (“Fabric Genomics”) on May 7, 2025. The results of operations for this business from the date of acquisition will be included in the Company’s consolidated results beginning with its Quarterly Report for the Fiscal Quarter Ended June 30, 2025. The Company has identified Fabric Genomics as an operating segment (the “Fabric Genomics operating segment”) in accordance with the guidance in ASC 280. Because the Fabric Genomics operating segment does not meet the quantitative thresholds outlined in ASC 280-10-50-12, it does not represent a reportable segment as of June 30, 2025. Accordingly, for segment disclosure purposes, the financial information of the Fabric Genomics operating segment will be combined with that of the Legacy Sema4 operating segment and disclosed in the “Other” category in the Company’s Quarterly Report for the Fiscal Quarter Ended June 30, 2025, in accordance with ASC 280-10-50-15. Consistent with that guidance, the Company also plans to disclose the sources of revenue included in the “Other” category. If you have any questions, please do not hesitate to contact me at kfeeley@genedx.com . Sincerely, /s/ Kevin Feeley Kevin Feeley Chief Financial Officer cc: Heidi Chen, Chief Legal Officer Victor Karim, SVP, Corporate Controller Page | 2

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 June 18, 2025

Kevin Feeley
Chief Financial Officer
GeneDx Holdings Corp.
333 Ludlow Street
North Tower
6th Floor
Stamford, Connecticut 06902

 Re: GeneDx Holdings Corp.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Form 10-Q for Fiscal Quarter Ended March 31, 2025
 File No. 001-39482
Dear Kevin Feeley:

 We have reviewed your filings and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-Q for the Quarterly Period Ended March 31, 2025
Financial Statements
Note 14. Segment Reporting, page 20

1. We note that you have identified one reportable segment, GeneDX, and the
CODM
 evaluates segment performance based on revenue and adjusted gross
profit. We
 also note the reported segment revenue of GeneDX is consistent with
consolidated
 revenue for the three months ended March 31, 2025. Please address the
following:
 If you have identified a single operating segment, tell us whether
it is managed on
 a consolidated basis or other than consolidated basis, and fully
explain how you
 reached that determination.
 If your single operating segment is managed on a consolidated basis,
tell us how
 you determined adjusted gross profit, and not consolidated net
income, is the
 measure required to be reported. In this regard, if the CODM uses
more than one
 measure of a segment s profit or loss in assessing segment
performance and
 June 18, 2025
Page 2

 deciding how to allocate resources, the measure required to be
reported is that
 which management believes is determined in accordance with the
measurement
 principles most consistent with those used in measuring the
corresponding
 amounts in the consolidated financial statements. See ASC
280-10-50-4, ASC
 280-10-50-28A, and ASC 280-10-55-15D.
 If you have identified multiple operating segments that have been
aggregated into
 a single reportable segment, please describe each operating segment
and revise
 your disclosure to indicate that operating segments have been
aggregated. See
 ASC 280-10-50-21(a).

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Tayyaba Shafique at 202-551-2110 or Jeanne Baker at
202-551-3691 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Tayyaba Shafique
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SEMA4 HOLDINGS CORP.

333 Ludlow Street, North Tower, 8th Floor

Stamford, Connecticut 06902

September 2, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

100 F Street, N.E.

Washington, DC 20549

Attention:

 Margaret Schwartz

Re:

 Sema4 Holdings Corp. Registration Statement on Form S-3 (File No. 333-267108) filed August 26, 2022.

Requested Date:

 September 6, 2022

Requested Time:

 4:00 PM Eastern Time

Ladies and Gentlemen:

Sema4 Holdings Corp. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Registration Statement on Form S-3 effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission.

The Registrant hereby authorizes Per Chilstrom and Ethan Skerry, both of whom are attorneys with the Registrant’s outside legal counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.

The Registrant requests that it be notified of such effectiveness by a telephone call to Mr. Chilstrom at (212) 430-2669, or in his absence, Mr. Skerry at (212) 430-2670.

* * *

Sincerely,

SEMA4 HOLDINGS CORP.

By:

 /s/ Kevin Feeley

 Kevin Feeley

 Chief Financial Officer

Cc

 Katherine Stueland, Chief Executive Officer

 Kevin Feeley, Chief Financial Officer

 Sema4 Holdings Corp.

 Ethan Skerry, Esq.

 Per Chilstrom, Esq.

 Fenwick & West LLP

[Signature Page to Company Acceleration Request Letter]

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SEMA4 HOLDINGS CORP.

333 Ludlow Street, North Tower, 8th Floor

Stamford, Connecticut 06902

September 2, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

100 F Street, N.E.

Washington, DC 20549

Attention:

 Margaret Schwartz

Re:

 Sema4 Holdings Corp. Registration Statement on Form S-3 (File No. 333-267112) filed August 26, 2022.

Requested Date:

 September 6, 2022

Requested Time:

 4:00 PM Eastern Time

Ladies and Gentlemen:

Sema4 Holdings Corp. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Registration Statement on Form S-3 effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission.

The Registrant hereby authorizes Per Chilstrom and Ethan Skerry, both of whom are attorneys with the Registrant’s outside legal counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.

The Registrant requests that it be notified of such effectiveness by a telephone call to Mr. Chilstrom at (212) 430-2669, or in his absence, Mr. Skerry at (212) 430-2670.

* * *

Sincerely,

SEMA4 HOLDINGS CORP.

By: /s/ Kevin Feeley

 Kevin Feeley

 Chief Financial Officer

Cc Katherine Stueland, Chief Executive Officer

 Kevin Feeley, Chief Financial Officer

 Sema4 Holdings Corp.

 Ethan Skerry, Esq.

 Per Chilstrom, Esq.

 Fenwick & West LLP

[Signature Page to Company Acceleration Request Letter]

United States securities and exchange commission logo
August 31, 2022
Katherine Stueland
Chief Executive Officer
Sema4 Holdings Corp.
333 Ludlow Street, North Tower, 8th Floor
Stamford, Connecticut 06902
Re:Sema4 Holdings Corp.
Registration Statement on Form S-3
Filed August 26, 2022
File No. 333-267112
Dear Ms. Stueland:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Per Chilstrom, Esq.

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Sema4 Holdings Corp.

333 Ludlow Street, North Tower, 8th Floor

Stamford, Connecticut 06902

May 9, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E.

Washington, D.C. 20549

Attn: Jessica Ansart

Re:  Sema4 Holdings Corp. - Registration Statement on Form S-1 (File No. 333-264626)

Ladies and Gentlemen:

Sema4 Holdings Corp. (the “Company”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to make the above-referenced Registration Statement on Form S-1 effective at 4:00 p.m., Eastern Time, on May 11, 2022, or as soon thereafter as practicable.

The Company hereby authorizes Ethan Skerry and Per B. Chilstrom of Fenwick & West LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

Once the Registration Statement has been declared effective, please orally confirm that event with Ethan Skerry of Fenwick & West LLP, counsel to the Company, at (212) 430-2670, or in his absence, Per B. Chilstrom at (212) 430-2669.

Very truly yours,

Sema4 Holdings Corp.

By: /s/ Katherine Stueland

 Katherine Stueland

 Chief Executive Officer

cc: Ethan Skerry, Fenwick & West LLP

 Per B. Chilstrom, Fenwick & West LLP

United States securities and exchange commission logo
May 5, 2022
Daniel Clark
General Counsel
Sema4 Holdings Corp.
333 Ludlow Street, North Tower, 8th Floor
Stamford, Connecticut 06902
Re:Sema4 Holdings Corp.
Registration Statement on Form S-1
Filed May 3, 2022
File No. 333-264626
Dear Mr. Clark:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Ansart at 202-551-4511 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ethan Skerry

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Sema4 Holdings Corp.

333 Ludlow Street, North Tower, 8th Floor

Stamford, Connecticut 06902

August 10, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E.

Washington, D.C. 20549

Attn: Jessica Ansart

Re: Sema4 Holdings Corp. - Registration Statement on Form S-1 (File No. 333-258467)

Ladies and Gentlemen:

Sema4 Holdings Corp. (the “Company”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to make the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) effective at 4:00 p.m., Eastern Time, on Thursday, August 12, 2021, or as soon thereafter as practicable.

The Company hereby authorizes Ethan Skerry and Per B. Chilstrom of Fenwick & West LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

Once the Registration Statement has been declared effective, please orally confirm that event with Ethan Skerry of Fenwick & West LLP, counsel to the Company, at (212) 430-2670, or in his absence, Per B. Chilstrom at (212) 430-2669.

Very truly yours,

Sema4 Holdings Corp.

By: /s/ Eric Schadt

 Eric Schadt

 Chief Executive Officer

cc: Ethan Skerry, Fenwick & West LLP

 Per B. Chilstrom, Fenwick & West LLP

United States securities and exchange commission logo
August 10, 2021
Daniel Clark
General Counsel
Sema4 Holdings Corp.
333 Ludlow Street, North Tower, 8th Floor
Stamford, Connecticut 06902
Re:Sema4 Holdings Corp.
Registration Statement on Form S-1
Filed August 4, 2021
File No. 333-258467
Dear Mr. Clark:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Ansart at (202) 551-4511 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ethan Skerry

United States securities and exchange commission logo
July 2, 2021
Eli Casdin
Chief Executive Officer
CM Life Sciences, Inc.
c/o Corvex Management LP
667 Madison Avenue
New York, New York 10065
Re:CM Life Sciences, Inc.
Preliminary Merger Proxy Statement on Schedule 14A
Filed May 6, 2021
File No. 001-39482
Dear Mr. Casdin:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Colin J. Diamond, Esq.

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July 2, 2021 White & Case LLP

1221 Avenue of the Americas

New York, NY 10020-1095

T +1 212 819 8200

US Securities and Exchange Commission

100 F St NE
Washington, DC 20549

whitecase.com

Attn:    Ada Sarmento and Tim Buchmiller

CM Life Sciences, Inc.

Amendment No. 2 to the Preliminary Proxy Statement on Schedule PREM14A

Filed June 28, 2021
File No. 001-39482

Dear Ms. Sarmento and Mr. Buchmiller:

On behalf of our client, CM Life Sciences, Inc., a company organized under the laws of the State of Delaware (the “Company”), we are writing to submit the Company’s responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”) with respect to the above-referenced proxy statement filed on June 28, 2021 (the “Amended Proxy Statement”), contained in the Staff’s letter dated June 30, 2021 (the “Comment Letter”).

The Company has filed via EDGAR Amendment No. 3 to the Proxy Statement (the “Third Amended Proxy Statement”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to page numbers in the Proxy Statement as filed.

Revised Preliminary Proxy Statement on Schedule PREM14A

Related Agreements, page 31

1.We note in your disclosure in this section that the summary disclosure of the Related Agreements is qualified in its entirety by reference to the complete text of each of the Related Agreements and that the forms of the Forfeiture Agreement, Shareholder Lock-up Letter, Sponsor Support Agreement, and Subscription Agreement are attached hereto as Annexes C, D, and E, respectively. However, we do not see that you have included the Forfeiture Agreement, Shareholder Lock-up Letter and Sponsor Support Agreement as annexes in your preliminary proxy statement. Please include those agreements as annexes to your proxy statement and revise this section to refer to the correct annexes, or revise your disclosure as appropriate.

US Securities and Exchange Comm

July 2, 2021

Response: In response to the Staff’s comment, the Company has included the Forms of Forfeiture Agreement, Shareholder Lock-Up Letter and Sponsor Support Agreement as Annexes F, G and H respectively and revised the disclosure on page 31 to reflect this.

* * *

Please do not hesitate to contact Colin Diamond at (212) 819-8754 or Matt Kautz at (212) 819-8395 of White & Case LLP with any questions or comments regarding this letter.

Sincerely,

/s/ White & Case LLP

White & Case LLP

cc:  Keith Meister, Chairman, CM Life Sciences, Inc.

2

United States securities and exchange commission logo
June 30, 2021
Eli Casdin
Chief Executive Officer
CM Life Sciences, Inc.
c/o Corvex Management LP
667 Madison Avenue
New York, New York 10065
Re:CM Life Sciences, Inc.
Amendment No. 2 to Preliminary Proxy Statement on Schedule PREM14A
Filed June 28, 2021
File No. 001-39482
Dear Mr. Casdin:
            We have reviewed your amended filing and have the following comment.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Amendment No. 2 to Preliminary Proxy Statement on Schedule PREM14A
Related Agreements, page 31
1.We note your disclosure in this section that the summary disclosure of the Related
Agreements is qualified in its entirety by reference to the complete text of each of the
Related Agreements and that the forms of the Forfeiture Agreement, Shareholder Lock-up
Letter, Sponsor Support Agreement, and Subscription Agreement are attached hereto as
Annexes C, D, and E, respectively.  However, we do not see that you have included
the Forfeiture Agreement, Shareholder Lock-up Letter and Sponsor Support Agreement as
annexes in your preliminary proxy statement.  Please include those agreements as annexes
to your proxy statement and revise this section to refer to the correct annexes, or revise
your disclosure as appropriate.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameEli Casdin
 Comapany NameCM Life Sciences, Inc.
 June 30, 2021 Page 2
 FirstName LastName
Eli Casdin
CM Life Sciences, Inc.
June 30, 2021
Page 2
            You may contact Jenn Do at 202-551-3743 or Terence O'Brien at 202-551-3355 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at 202-551-3798 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Colin J. Diamond, Esq.

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June 28, 2021

 White & Case LLP

1221 Avenue of the Americas

New York, NY 10020-1095

T +1 212 819 8200

whitecase.com

US Securities and Exchange Commission

100 F St NE

Washington, DC 20549

Attn:    Ada Sarmento and Tim Buchmiller

CM Life Sciences, Inc.

Amendment No. 1 to the Preliminary Proxy Statement on Schedule PREM14A

Filed June 10, 2021
File No. 001-39482

Dear Ms. Sarmento and Mr. Buchmiller:

On behalf of our client, CM Life Sciences, Inc., a company organized under the laws of the State of Delaware (the “Company”), we are writing to submit the Company’s responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”) with respect to the above-referenced proxy statement filed on June 10, 2021 (the “Amended Proxy Statement”), contained in the Staff’s letter dated June 24, 2021 (the “Comment Letter”).

The Company has filed via EDGAR Amendment No. 2 to the Proxy Statement (the “Second Amended Proxy Statement”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to page numbers in the Proxy Statement as filed.

Revised Preliminary Proxy Statement on Schedule PREM14A

Selected Historical Financial Information of the Company, page 44

1.Please revise to provide the balance sheet information as of March 31, 2021 on page 45. Please label the first column presented on page 45. Finally, it appears that the amount of Cash and marketable securities held in trust account of $442,774 has been presented in thousands of U.S. dollars, but all other balance sheet amounts are whole U.S. dollars. Please revise accordingly.

Response: The financial tables on page 45 of the of the Second Amended Proxy Statement have been updated to provide the missing information from the Balance Sheet Data and to rectify the discrepancy in dollar amounts.

US Securities and Exchange Commission

June 28, 2021

Selected Historical Financial Information of Sema4, page 47

2.Please revise Total stockholders’ (deficit) equity of $521,044 at March 31, 2021 on page 48 to indicate a deficit, similar to the deficits at December 31, 2020 and 2019.

Response: The Total stockholders’ (deficit) equity on page 48 of the Second Amended Proxy Statement has been updated to indicate a deficit.

Risk Factors, page 52

3.Please add a risk factor 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.

Response:  The Company has added a disclosure on page 97 of the Second Amended Proxy Statement to the effect that there are risks to unaffiliated investors presented by taking the target company public through a merger, rather than an underwritten offering, which include the absence of underwriter due diligence and other associated risks.

Our Sponsor, certain members of our Board and our officers have interests in the Business Combination, page 93

4.We note your revisions in response to prior comment 4. Please further revise to disclose your sponsor's, officers' and directors' aggregate average investment per share and the aggregate dollar amount of what the sponsor and its affiliates have at risk that depends on completion of a business combination. In addition to the current value of securities held, please include 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.

Response:  In response to the Staff’s comment, the Company has revised its disclosure on pages 93 and 94 to include statements regarding the aggregate average investment per share and the aggregate dollar amount of what the Sponsor, officers and directors have at risk subject to the completion of the proposed business combination.  Additionally, the Company advises that there are no loans extended, fees due, or out-of-pocket expenses for which the Sponsor, its affiliates, officers or directors are awaiting reimbursement, and the Company has added in such disclosure on page 94 of the Second Amended Proxy Statement.

Critical Accounting Policies and Estimates, page 267

5.We have read your response to comment 15 in our letter dated June 2, 2021. Please confirm our understanding that for your diagnostic test revenue contracts that typically consist of a single performance obligation to deliver diagnostic testing services to the ordering facility or patient, allocation of the transaction price is also not applicable.

 2

US Securities and Exchange Commission

June 28, 2021

Response: The Company confirms the Staff’s understanding that, for Sema4’s diagnostic test revenue contracts that typically consist of a single performance obligation to deliver diagnostic testing services to the ordering facility or patient, allocation of a transaction price is not applicable. As disclosed on page 267 of the Second Amended Proxy Statement, Sema4 recognizes revenue when test results are delivered to customers for an amount that reflects what Sema4 expects to collect in exchange for its services.

In response to the Staff’s comment, the disclosure on page 267 in the Second Amended Proxy Statement has been revised to clarify that, in Sema4’s diagnostic test revenue contracts that include a single performance obligation to deliver diagnostic testing services to an ordering facility or patient, allocation of the transaction price is not applicable.

* * *

Please do not hesitate to contact Colin Diamond at (212) 819-8754 or Matt Kautz at (212) 819-8395 of White & Case LLP with any questions or comments regarding this letter.

Sincerely,

/s/ White & Case

White & Case LLP

cc:  Keith Meister, Chairman, CM Life Sciences, Inc.

 3

United States securities and exchange commission logo
June 24, 2021
Eli Casdin
Chief Executive Officer
CM Life Sciences, Inc.
c/o Corvex Management LP
667 Madison Avenue
New York, New York 10065
Re:CM Life Sciences, Inc.
Amendment No. 1 to Preliminary Proxy Statement on Schedule PREM14A
Filed June 10, 2021
File No. 001-39482
Dear Mr. Casdin:
            We have reviewed your amended filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Revised Preliminary Proxy Statement on Schedule 14A
Selected Historical Financial Information of the Company, page 44
1.Please revise to provide the balance sheet information as of March 31, 2021 on page 45.
Please label the first column presented on page 45. Finally, it appears that the amount
of Cash and marketable securities held in trust account of $442,774 has been presented in
thousands of U.S. dollars, but all other balance sheet amounts are whole U.S. dollars.
Please revise accordingly.
Selected Historical Financial Information of Sema4, page 47
2.Please revise Total stockholders’ (deficit) equity of $521,044 at March 31, 2021 on page
48 to indicate a deficit, similar to the deficits at December 31, 2020 and 2019.

 FirstName LastNameEli Casdin
 Comapany NameCM Life Sciences, Inc.
 June 24, 2021 Page 2
 FirstName LastName
Eli Casdin
CM Life Sciences, Inc.
June 24, 2021
Page 2
Risk Factors, page 52
3.Please add a risk factor 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.
Our Sponsor, certain members of our Board and our officers have interests in the Business
Combination, page 93
4.We note your revisions in response to prior comment 4. Please further revise to disclose
your sponsor's, officers' and directors' aggregate average investment per share and the
aggregate dollar amount of what the sponsor and its affiliates have at risk that depends on
completion of a business combination. In addition to the current value of securities held,
please include 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.
Critical Accounting Policies and Estimates, page 267
5.We have read your response to comment 15 in our letter dated June 2, 2021. Please
confirm our understanding that for your diagnostic test revenue contracts that typically
consist of a single performance obligation to deliver diagnostic testing services to the
ordering facility or patient, allocation of the transaction price is also not applicable.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Jenn Do at (202) 551-3743 or Terence O’Brien at (202) 551-3355 if
you have questions regarding comments on the financial statements and related matters. Please
contact Ada Sarmento at (202) 551-3798 or Tim Buchmiller at (202) 551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Colin J. Diamond, Esq.

CORRESP
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Document

 White and Case LLP
1221 Avenue of the Americas
New York, NY 10020-1095
T + 1 212 819 8200
whitecase.com

June 10, 2021

US Securities and Exchange Commission

100 F St NE
Washington, DC 20549

Attn:    Ada Sarmento and Tim Buchmiller

CM Life Sciences, Inc.

Preliminary Proxy Statement on Schedule PREM14A

Filed May 6, 2021
File No. 001-39482

Dear Ms. Sarmento and Mr. Buchmiller:

On behalf of our client, CM Life Sciences, Inc., a company organized under the laws of the State of Delaware (the “Company”), we are writing to submit the Company’s responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”) with respect to the above-referenced proxy statement filed on May 6, 2021 (the “Proxy Statement”), contained in the Staff’s letter dated June 2, 2021 (the “Comment Letter”).

The Company has filed via EDGAR Amendment No. 1 to the Proxy Statement (the “Amended Proxy Statement”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to page numbers in the Proxy Statement as filed.

Preliminary Proxy Statement on Schedule PREM14A

Sema4, page 29

1.Please balance your disclosure in this section by indicating, if true, that Sema4 serves patients primarily in New York, California, Florida, Connecticut and New Jersey and briefly indicate the material regulatory requirements Sema4 would face in order to expand into other states and the additional need to establish test reimbursement rates from third party payors in those areas.

Response:

The Company advises the Staff that Mount Sinai Genomics, Inc. d/b/a Sema4 (“Sema4”) receives clinical samples from all fifty states and meets the regulatory requirements, including holding the relevant licensure, to receive and process samples from such states. For the year ended December 31, 2020 and the three months ended March 31, 2021, a substantial portion of Sema4’s diagnostic testing volume occurred in New York, California, Florida, Connecticut and New Jersey. This concentration was driven in large part by testing volume from Sema4’s COVID-19 diagnostic testing services, a substantial

US Securities and Exchange Commission
June 10, 2021

portion of which occurred in the aforementioned states. Sema4 views its COVID-19 diagnostic testing services as a non-core business relative to its women’s health and oncology diagnostics solutions. Although Sema4 anticipates that COVID-19 testing will continue in the short term, Sema4 expects demand for these tests to decrease as a result of the vaccine roll out. Accordingly, Sema4 expects the concentration in these states will decrease in future periods as COVID-19 testing volume decreases.

The Company further advises the Staff that, when Sema4 has expanded into new markets, Sema4 has historically utilized market-based knowledge and experience, payer utilization data, along with current and previously established Medicare allowable rates, to determine and establish fair market test reimbursement rates from third party payors; however, as noted above, Sema4 is currently operating in all fifty states.

In response to the Staff’s comment, the disclosure on pages 29 and 218 in the Amended Proxy Statement has been revised to clarify that Sema4 operates across the United States. Note 1 to the audited financial statements of Sema4 on page F-8 of the Amended Proxy Statement has been revised to clarify that Sema4 serves patients and bills third party payors across the United States, with a substantial portion of its diagnostic testing volume occurring in the aforementioned states, and corresponding disclosure has been included in Note 1 to the unaudited financial statements of Sema4 on page F-44 of the Amended Proxy Statement.

Summary of the Proxy Statement, page 29

2.You state herein that Sema4 was formed in October 2015. Elsewhere in the document, i.e., pages 212, 237 and F-31, the date is June 2017. Please reconcile or revise accordingly.

Response:

The Company advises the Staff that Sema4 was formed in October 2015 and commenced operations in June 2017. The disclosure has been revised to clarify the references to Sema4’s formation and commencement of operations on pages 29, 219 and 245 of the Amended Proxy Statement and in Note 1 to Sema4’s audited financial statements on page F-8 of the Amended Proxy Statement, and corresponding disclosure has been included in Note 1 to the unaudited financial statements of Sema4 on page F-44 of the Amended Proxy Statement.

Stable Free Cash Flow, Prudent Debt and Financial Visibility, page 38

3.Please balance your disclosure in this section by indicating the negative free cash flows experienced by Sema4 in each of the last three fiscal years and by indicating the amount of Sema4’s Long-term debt, net of current portion as of the date of the most recent balance sheet for Sema4 included in your proxy statement.

Response:

The disclosure on page 39 of the Amended Proxy Statement has been revised to indicate the negative free cash flows experienced by Sema4 in each of the last three fiscal years and the amount of Sema4’s long-term debt, net of current portion, as of its most recent balance sheet.

2

US Securities and Exchange Commission
June 10, 2021

Our Sponsor, certain members of our Board and our officers have interests in the Business Combination, page 93

4.Please expand your discussion to disclose your sponsor's, officers' and directors' aggregate average investment per share. In addition, clarify that in addition to being at risk of losing their entire investment if the transaction is not approved, that as a result of your sponsor's, officers' and directors' significantly lower investment per share in their CM Life shares as compared to your public investors, the insiders could make a substantial profit after the initial business combination even if public investors experience substantial losses.

Response:

The disclosure on page 93 of the Amended Proxy Statement has been expanded to disclose (i) the aggregate average investment per share of the Initial Stockholders and (ii) that the Initial Stockholders could make a substantial profit after the initial business combination even if public investors experience substantial losses.

The proposed Amended and Restated Certificate of Incorporation designates the Court of Chancery of the State of Delaware, page 110

5.Please revise this risk factor to disclose that there is also a risk that your exclusive forum provision may result in increased costs for investors to bring a claim.

Response:

The Company has revised its disclosure on page 110 of the Amended Proxy Statement to clarify that there is a risk that its exclusive forum provision may result in increased costs for investors to bring a claim.

Unaudited Pro Forma Condensed Combined Financial Information, page 114

6.Please expand your description on page 121 of adjustment 5(c) to the pro forma balance sheet to provide an explanation of your expected accounting for the Earn-Out Shares in the reverse recapitalization. For example, clarify whether the shares to be issued to stockholders are tied to future employment with the combined entity and if the awards will be accounted for as the issuance of share-based payments under ASC 718.

Response:

In response to the Staff’s comment, the disclosure in Note 1 to the unaudited pro forma condensed combined financial information on page 120 of the Amended Proxy Statement has been revised to more fully describe the conditions under which Earn-Out Shares may be issued, and the expected accounting for such Earn-Out Shares. The additional disclosure is intended to clarify that Earn-Out Shares issuable to Sema4 Stockholders are expected to be accounted for as contingent consideration and classified as a liability in accordance with ASC 805, whereas Earn-Out Shares issuable to Earn-Out Service Providers are expected to be accounted for as equity classified share-based compensation in accordance with ASC 718.

3

US Securities and Exchange Commission
June 10, 2021

7.Please expand your description on page 121 of adjustment 5(d) to the pro forma balance sheet to explain the details of the “reassessment of the terms of the Public Warrants” and how it results in a reclassification to equity following the business combination.

Response:

In response to the Staff’s comment, the Company re-evaluated its accounting considerations for the terms of the Public Warrants and determined that the Public Warrants should remain classified as a liability. As such the disclosure in Note 5 to the unaudited pro forma condensed combined financial information on page 124 of the Amended Proxy Statement has been revised to remove the adjustment previously noted in such section.

Background of the Business Combination, page 151

8.With reference to the first full paragraph on page 152, please revise this section to describe all contacts with various parties during the evaluation by the company of potential business combinations. Please disclose the number of companies that were contacted, how the potential acquisition opportunities were identified, and the analysis and evaluation that was conducted with respect to each potential acquisition opportunity. To the extent that any preliminary proposals were submitted/received from eliminated targets, please disclose all material proposal terms, including transaction structure, valuation, and equity split distribution. Please also revise to disclose why this transaction is being recommended as opposed to any alternatives.

Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages 154-155 of the Amended Proxy Statement to describe its contacts with various parties during the evaluation of potential business combinations and to disclose why this transaction is being recommended as opposed to any alternatives.

9.To the extent material, please identify the individuals who participated in the meetings and discussions described in this section. For example, please identify who participated in the virtual meeting to discuss the business combination held on January 14, 2021.

Response:

In response to the Staff’s comment, the Company has expanded the disclosure on pages 154-157 of the Amended Proxy Statement to identify the individuals who participated in the meetings and discussions described in the Background of the Business Combination section.

CMLS Board of Directors' Reasons for the Approval of the Business Combination, page 154

10.Please describe in greater detail all material analyses the board relied upon in evaluating the financial aspects of the business combination. If there were any analyses that did not support the fairness of the transaction, please include appropriate disclosure.

4

US Securities and Exchange Commission
June 10, 2021

Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages 160-161 of the Amended Proxy Statement to describe in greater detail the material analyses upon which the board relied in evaluating the financial aspects of the business combination.

Certain Sema4 Projected Financial Information, page 156

11.Please revise to describe the extent to which the financial projections provided by Sema4 factored into or supported your valuation. Please also explain how these projections were used by management. In this regard, clarify whether the projections were accepted or whether management or the Board made any adjustments to these projections and if so, describe such adjustments.

Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages 160-161 of the Amended Proxy Statement to describe the extent to which and how management used the financial projections provided by Sema4.

Sema4's Business

Regulatory Strategy and Managed Care, page 219

12.We note your disclosure here that you are preparing to submit your WES/WTS for approval by the FDA by engaging in the studies needed to demonstrate clinical utility. Under the heading "Pre-Market Approval" on page 228, please disclose the studies that will be necessary to achieve FDA approval and the current status of such studies.

Response:

The disclosure on page 235 of the Amended Proxy Statement has been revised to disclose the studies for Sema4’s WES/WTS LDT tests that will be necessary to achieve FDA approval and the current status of such studies.

Intellectual Property

Patents, page 225

13.We note your disclosure that you have patent applications related to various aspects of your laboratory, analytic and business practices. Please revise to disclose the specific technologies to which such patent applications relate, the type of patent protection you are seeking, the expected expiration dates and the applicable jurisdictions.

5

US Securities and Exchange Commission
June 10, 2021

Response:

The disclosure on page 232 of the Amended Proxy Statement has been revised to disclose the specific technologies to which Sema4’s patent applications relate, the type of patent protection that Sema4 is seeking, the expected expiration dates and the applicable jurisdictions of such patent applications.

Sema4's Management's Discussion and Analysis, page 237

Comparison of the Years Ended December 31, 2020, 2019 and 2018, page 243

14.We note the disclosure on page 223 referring to the collaborations or other agreements with Sanofi, Janssen and Merus. Please disclose the significant terms of these agreements, quantify the impact thereof on your financial statements to date or clarify, if true, that no material impact has been recognized based on the relevant terms and conditions. It appears other revenue has been impacted to some extent therefrom as mentioned on page 244.

Response:

The Company advises the Staff that none of the Sanofi, Janssen and Merus relationships individually have had a material impact on Sema4’s historical consolidated results of operations. As disclosed in the Amended Proxy Statement on page 245, Sema4 derives the majority of its revenue from its diagnostics test solutions. Sema4 records its revenues from collaboration agreements, like its contracts with Sanofi, Janssen and Merus, as other revenue. During the years ended December 31, 2019 and 2020 and the three months ended March 31, 2021, other revenue represented between approximately 2.0% to 2.5% of Sema4’s total revenues, with revenue recognized from the Sanofi, Janssen and Merus contracts representing a portion of such other revenue. Sema4’s agreement with Sanofi, which individually represented less than 1% of total revenue for each of the years ended December 31, 2019 and 2020 and the three months ended March 31, 20211, is the most significant of such agreements. Sema4 has concluded that the impact from these agreements is not quantitatively material to Sema4’s financial statements.

As a result, the Company respectfully submits that the current details disclosed in the Amended Proxy Statement regarding the contractual terms of these relationships is adequate. References to these relationships have been included in the Proxy Statement because these relationships demonstrate Sema4’s ability to develop strategic relationships with Biopharma partners. In response to the Staff’s comment, the disclosure on page 230 of the Amended Proxy Statement has been revised to clarify that these relationships have not had material impact on Sema4’s historical results.

Critical Accounting Policies and Estimates, page 253

15.We note the disclosure on page 222 that you offer "a suite of products, services, and solutions to our Biopharma customers. While each of these solutions can represent a standalone offering, we b

United States securities and exchange commission logo
June 2, 2021
Eli Casdin
Chief Executive Officer
CM Life Sciences, Inc.
c/o Corvex Management LP
667 Madison Avenue
New York, New York 10065
Re:CM Life Sciences, Inc.
Preliminary Proxy Statement on Schedule PREM14A
Filed May 6, 2021
File No. 001-39482
Dear Mr. Casdin:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule PREM14A
Sema4, page 29
1.Please balance your disclosure in this section by indicating, if true, that Sema4 serves
patients primarily in New York, California, Florida, Connecticut and New Jersey and
briefly indicate the material regulatory requirements Sema4 would face in order to expand
into other states and the additional need to establish test reimbursement rates from third
party payors in those areas.
Summary of the Proxy Statement, page 29
2.You state herein that Sema4 was formed in October 2015. Elsewhere in the document, i.e.,
pages 212, 237 and F-31, the date is June 2017. Please reconcile or revise accordingly.

 FirstName LastNameEli Casdin
 Comapany NameCM Life Sciences, Inc.
 June 2, 2021 Page 2
 FirstName LastName
Eli Casdin
CM Life Sciences, Inc.
June 2, 2021
Page 2
Stable Free Cash Flow, Prudent Debt and Financial Visibility, page 38
3.Please balance your disclosure in this section by indicating the negative free cash flows
experienced by Sema4 in each of the last three fiscal years and by indicating the amount
of Sema4’s Long-term debt, net of current portion as of the date of the most recent
balance sheet for Sema4 included in your proxy statement.
Our Sponsor, certain members of our Board and our officers have interests in the Business
Combination, page 93
4.Please expand your discussion to disclose your sponsor's, officers' and directors' aggregate
average investment per share. In addition, clarify that in addition to being at risk of
losing their entire investment if the transaction is not approved, that as a result of your
sponsor's, officers' and directors' significantly lower investment per share in their CM Life
shares as compared to your public investors, the insiders could make a substantial profit
after the initial business combination even if public investors experience substantial
losses.
The proposed Amended and Restated Certificate of Incorporation designates the Court of
Chancery of the State of Delaware, page 110
5.Please revise this risk factor to disclose that there is also a risk that your exclusive forum
provision may result in increased costs for investors to bring a claim.
Unaudited Pro Forma Condensed Combined Financial Information, page 114
6.Please expand your description on page 121 of adjustment 5(c) to the pro forma balance
sheet to provide an explanation of your expected accounting for the Earn-Out Shares in
the reverse recapitalization. For example, clarify whether the shares to be issued to
stockholders are tied to future employment with the combined entity and if the awards
will be accounted for as the issuance of share-based payments under ASC 718.
7.Please expand your description on page 121 of adjustment 5(d) to the pro forma balance
sheet to explain the details of the “reassessment of the terms of the Public Warrants” and
how it results in a reclassification to equity following the business combination.
Background of the Business Combination, page 151
8.With reference to the first full paragraph on page 152, please revise this section to
describe all contacts with various parties during the evaluation by the company of
potential business combinations. Please disclose the number of companies that were
contacted, how the potential acquisition opportunities were identified, and the analysis and
evaluation that was conducted with respect to each potential acquisition opportunity. To
the extent that any preliminary proposals were submitted/received from eliminated targets,
please disclose all material proposal terms, including transaction structure, valuation, and
equity split distribution. Please also revise to disclose why this transaction is being

 FirstName LastNameEli Casdin
 Comapany NameCM Life Sciences, Inc.
 June 2, 2021 Page 3
 FirstName LastName
Eli Casdin
CM Life Sciences, Inc.
June 2, 2021
Page 3
recommended as opposed to any alternatives.
9.To the extent material, please identify the individuals who participated in the meetings
and discussions described in this section. For example, please identify who participated in
the virtual meeting to discuss the business combination held on January 14, 2021.
CMLS Board of Directors' Reasons for the Approval of the Business Combination, page 154
10.Please describe in greater detail all material analyses the board relied upon in
evaluating the financial aspects of the business combination. If there were any analyses
that did not support the fairness of the transaction, please include appropriate disclosure.
Certain Sema4 Projected Financial Information, page 156
11.Please revise to describe the extent to which the financial projections provided by Sema4
factored into or supported your valuation. Please also explain how these projections were
used by management. In this regard, clarify whether the projections were accepted or
whether management or the Board made any adjustments to these projections and if so,
describe such adjustments.
Sema4's Business
Regulatory Strategy and Managed Care, page 219
12.We note your disclosure here that you are preparing to submit your WES/WTS for
approval by the FDA by engaging in the studies needed to demonstrate clinical
utility. Under the heading "Pre-Market Approval" on page 228, please disclose the studies
that will be necessary to achieve FDA approval and the current status of such studies.
Intellectual Property
Patents, page 225
13.We note your disclosure that you have patent applications related to various aspects of
your laboratory, analytic and business practices. Please revise to disclose the specific
technologies to which such patent applications relate, the type of patent protection you
are seeking, the expected expiration dates and the applicable jurisdictions.
Sema4's Management's Discussion and Analysis, page 237
Comparison of the Years Ended December 31, 2020, 2019 and 2018, page 243
14.We note the disclosure on page 223 referring to the collaborations or other agreements
with Sanofi, Janssen and Merus. Please disclose the significant terms of these agreements,
quantify the impact thereof on your financial statements to date or clarify, if true, that no
material impact has been recognized based on the relevant terms and conditions. It
appears other revenue has been impacted to some extent therefrom as mentioned on page
244.

 FirstName LastNameEli Casdin
 Comapany NameCM Life Sciences, Inc.
 June 2, 2021 Page 4
 FirstName LastName
Eli Casdin
CM Life Sciences, Inc.
June 2, 2021
Page 4
Critical Accounting Policies and Estimates, page 253
15.We note the disclosure on page 222 that you offer "a suite of products, services, and
solutions to our Biopharma customers. While each of these solutions can represent a
standalone offering, we believe that our Biopharma partners can realize significant value
when collaborating with our team to utilize a more integrated, end-to-end
solution." Regarding the revenue recognition critical accounting policy on pages 254-
255, in any instances when there is one contract with multiple elements and/or products,
services and solutions purchased at the same time, revise to disclose how you identify the
relevant performance obligations and whether you allocate the contract’s transaction price
to each performance obligation on a relative standalone selling price basis.
Beneficial Ownership of Securities, page 286
16.Please identify the natural persons that will be the beneficial owners of the shares held by
Icahn School of Medicine at Mount Sinai.
General
17.Please include a form of proxy card marked as “preliminary” in your next amendment.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Jenn Do at (202) 551-3743 or Terence O’Brien at (202) 551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ada Sarmento at (202) 551-3798 or Tim Buchmiller at (202) 551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Colin J. Diamond, Esq.

CORRESP
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CM Life Sciences, Inc.

c/o Corvex Management LP

667 Madison Avenue

New York, New York 10065

August 28, 2020

VIA EDGAR

Karina Dorin

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    CM Life Sciences, Inc.

    Registration Statement on Form S-1

    Filed August 14, 2020, as amended

    File No. 333-246251

Dear Ms. Dorin:

Pursuant to Rule 461 of
the rules and regulations promulgated under the Securities Act of 1933, as amended, CM Life Sciences, Inc. respectfully requests
that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at
4:00 p.m. Washington D.C. time on September 1, 2020, or as soon thereafter as practicable.

Please call Colin Diamond
of White & Case LLP at (212) 819-8754 to provide notice of the effectiveness of the Registration Statement.

[Signature Page Follows]

    Very truly yours,

    CM Life Sciences, Inc.

    By:
    /s/ Brian Emes

    Name:
    Brian Emes

    Title:
    Chief Financial Officer and Secretary

    cc:
    Colin Diamond, White & Case LLP

    Joel Rubinstein, White & Case LLP

    cc:
    Gregg Noel, Skadden, Arps, Slate, Meagher & Flom LLP

    Michael Mies, Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
1
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August 28, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention: Karina Dorin

    Re:
    CM Life Sciences, Inc.

    Registration Statement on Form S-1

    Filed August 14, 2020, as amended

    File No. 333-246251

Dear Ms. Dorin:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the several underwriters, hereby
join in the request of CM Life Sciences, Inc. that the effective date of the above-referenced Registration Statement be accelerated
so as to permit it to become effective at 4:00 p.m. Washington D.C. time on September 1, 2020, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under
the Act, the undersigned advises that approximately 150 copies of the Preliminary Prospectus dated August 24, 2020 are expected
to be distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and will continue
to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature page follows]

    Very truly yours,

    JEFFERIES LLC

    as Representative of the Several Underwriters

    JEFFERIES LLC

    By:
    /s/ Tina Pappas

    Name: Tina Pappas

    Title: Managing Director

CORRESP
1
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August 27, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy and Transportation

100 F Street, NE

Washington, D.C. 20549

 Attn: Karina Dorin and Kevin Dougherty

    Re:
    CM Life Sciences, Inc.

    Amendment No. 1 to Registration Statement on Form S-1

    Filed August 24, 2020

    File No. 333-246251

Dear Ms. Dorin and Mr. Dougherty:

On behalf of our client,
CM Life Sciences, Inc., a company organized under the laws of the State of Delaware (the “Company”),
we are writing to submit the Company’s responses to the comments of the staff of the Division of Corporation Finance of the
United States Securities and Exchange Commission (the “Staff”) with respect to the above-referenced Amendment
No. 1 to the Registration Statement on Form S-1 filed on August 24, 2020 (the “Registration Statement”),
contained in the Staff’s letter dated August 26, 2020 (the “Comment Letter”).

The Company has filed
via EDGAR Amendment No. 2 to its Registration Statement on Form S-1 (the “Form S-1”), which reflects
the Company’s response to the comment received by the Staff. For ease of reference, the comment contained in the Comment
Letter is printed below in bold and followed by the Company’s response.

Amendment No. 1 to Registration Statement
on Form S-1

Exhibits

 1. We note your risk factor disclosure on page 56 discloses that your warrant agreement has an
exclusive forum clause which shall be applicable to any action, proceeding or claim against you arising out of or relating in any
way to the warrant agreement, including under the Securities Act, but that such provision will not apply to suits brought to enforce
any liability or duty created by the Exchange Act. Please also ensure that the forum selection provision in Section 9.3 of your
Form of Warrant Agreement filed as Exhibit 4.4 states this clearly, or tell us how you will inform investors in future filings
that the provision applies to actions arising under the Securities Act, but not the Exchange Act.

Response: The Company
respectfully advises the Staff that it has revised Section 9.3 of Exhibit 4.4 to clearly state that such exclusive forum provision
will not apply to suits brought to enforce any liability or duty created by the Exchange Act.

* * *

United States Securities and Exchange Commission

August 27, 2020

Please do not hesitate to contact Colin
Diamond at (212) 819-8754 or Joel Rubinstein at (212) 819-7642 of White & Case LLP with
any questions or comments regarding this letter.

Sincerely,

/s/ White & Case LLP

White & Case LLP

 cc: Eli Casdin, CM Life Sciences, Inc.

Keith Meister, CM Life Sciences, Inc.

2

United States securities and exchange commission logo
August 26, 2020
Eli Casdin
Chief Executive Officer
CM Life Sciences, Inc.
c/o Corvex Management LP
667 Madison Avenue
New York, NY 10065
Re:CM Life Sciences, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed August 24, 2020
File No. 333-246251
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.
Amendment No. 1 to Registration Statement on Form S-1
Exhibits
1.We note your risk factor disclosure on page 56 discloses that your warrant agreement has
an exclusive forum clause which shall be applicable to any action, proceeding or claim
against you arising out of or relating in any way to the warrant agreement, including under
the Securities Act, but that such provision will not apply to suits brought to enforce any
liability or duty created by the Exchange Act. Please also ensure that the forum selection
provision in Section 9.3 of your Form of Warrant Agreement filed as Exhibit 4.4 states
this clearly, or tell us how you will inform investors in future filings that the provision
applies to actions arising under the Securities Act, but not the Exchange Act.

 FirstName LastNameEli Casdin
 Comapany NameCM Life Sciences, Inc.
 August 26, 2020 Page 2
 FirstName LastName
Eli Casdin
CM Life Sciences, Inc.
August 26, 2020
Page 2
            You may contact Jennifer O'Brien, Staff Accountant, at (202) 551-3721 or Ethan
Horowitz, Accounting Branch Chief, at (202) 551-3311 if you have questions regarding
comments on the financial statements and related matters.  Please contact Karina Dorin, Staff
Attorney, at (202) 551-3763 or Kevin Dougherty, Staff Attorney, at (202) 551-3271 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Colin Diamond

CORRESP
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filename1.htm

August
24, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy and Transportation

100
F Street, NE

Washington, D.C. 20549

Attn: Karina
                                         Dorin and Loan Lauren Nguyen

Re: CM
                                         Life Sciences, Inc.

  Registration
                                         Statement on Form S-1

Filed
August 14, 2020

File
No. 333-246251

Dear
Ms. Dorina and Ms. Nguyen:

On
behalf of our client, CM Life Sciences, Inc., a company organized under the laws of the State of Delaware (the “Company”),
we are writing to submit the Company’s responses to the comments of the staff of the Division of Corporation Finance of
the United States Securities and Exchange Commission (the “Staff”) with respect to the above-referenced
Registration Statement on Form S-1 filed on August 14, 2020 (the “Registration Statement”), contained
in the Staff’s letter dated August 19, 2020 (the “Comment Letter”).

The
Company has filed via EDGAR Amendment No. 1 to its Registration Statement on Form S-1 (the “Form S-1”),
which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of
reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response.
All page references in the responses set forth below refer to page numbers in the Form S-1.

Registration
Statement on Form S-1 filed August 14, 2020

General

  1. We
                                         note you disclose on pages 59 and 125 that “the federal courts shall be the exclusive
                                         forum for the resolution of any complaint asserting a cause of action arising under the
                                         Securities Act against us or any of our directors, officers, other employees or agents.”
                                         Please state that there is uncertainty as to whether a court would enforce such provision
                                         and state that investors cannot waive compliance with the federal securities laws and
                                         the rules and regulations thereunder. In that regard, we note that Section 22 of the
                                         Securities Act created concurrent jurisdiction for federal and state courts over all
                                         suits brought to enforce any duty or liability created by the Securities Act or the rules
                                         and regulations thereunder.

    Response:
                                         The Company respectfully advises the Staff that the Company has revised the disclosure
                                         on pages 60 and 130 in response to the Staff’s comment.

 2. Please
                                         expand your disclosure to clarify Casdin Capital’s current and future role in connection
                                         with any acquisition strategy. In that regard, we note you disclose that you intend to
                                         draw upon “Casdin Capital’s scientific process” as you evaluate targets,
                                         that Casdin Capital will provide you with “a pipeline of proprietary opportunities
                                         that will continue to increase as new players enter” and that you intend to leverage
                                         its “position as more than just an investor, but a key partner.”

    Response:
                                         The Company respectfully advises the Staff that it has revised the disclosure on pages
                                         6, 7, 81 and 82 to clarify Casdin Capital’s role in response to the Staff’s
                                         comment.

*
* *

Please
do not hesitate to contact Colin Diamond at (212) 819-8754 or Joel Rubinstein at (212) 819-7642 of White & Case LLP with any
questions or comments regarding this letter.

Sincerely,

/s/ White & Case LLP

White & Case LLP

 cc: Eli
                                         Casdin, CM Life Sciences, Inc.

Keith
Meister, CM Life Sciences, Inc.

United States securities and exchange commission logo
August 19, 2020
Eli Casdin
Chief Executive Officer
CM Life Sciences, Inc.
c/o Corvex Management LP
667 Madison Avenue
New York, NY 10065
Re:CM Life Sciences, Inc.
Registration Statement on Form S-1
Filed August 14, 2020
File No. 333-246251
Dear Mr. Casdin:
            We have reviewed your 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.
Registration Statement on Form S-1
General
1.We note you disclose on pages 59 and 125 that "the federal courts shall be the exclusive
forum for the resolution of any complaint asserting a cause of action arising under the
Securities Act against us or any of our directors, officers, other employees or agents."
Please state that there is uncertainty as to whether a court would enforce such provision
and state that investors cannot waive compliance with the federal securities laws and the
rules and regulations thereunder.  In that regard, we note that Section 22 of the Securities
Act created concurrent jurisdiction for federal and state courts over all suits brought to
enforce any duty or liability created by the Securities Act or the rules and regulations
thereunder.

 FirstName LastNameEli Casdin
 Comapany NameCM Life Sciences, Inc.
 August 19, 2020 Page 2
 FirstName LastName
Eli Casdin
CM Life Sciences, Inc.
August 19, 2020
Page 2
2.Please expand your disclosure to clarify Casdin Capital's current and future role in
connection with any acquisition strategy.  In that regard, we note you disclose that you
intend to draw upon "Casdin Capital's scientific process" as you evaluate targets, that
Casdin Capital will provide you with "a pipeline of proprietary opportunities that will
continue to increase as new players enter" and that you intend to leverage its "position as
more than just an investor, but a key partner."
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jennifer O'Brien, Staff Accountant, at (202) 551-3721 or Ethan
Horowitz, Accounting Branch Chief, at (202) 551-3311 if you have questions regarding
comments on the financial statements and related matters.  Please contact Karina Dorin, Staff
Attorney, at (202) 551-3763 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Colin Diamond