Pardes Biosciences (PRDS) POS AM 30 Mar 22 Prospectus update (post-effective amendment) Financial data

Cover

Cover	12 Months Ended
	Dec. 31, 2021
Cover [Abstract]
Document Type	POS AM
Amendment Flag	false
Entity Registrant Name	PARDES BIOSCIENCES, INC.
Entity Central Index Key	0001822711
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 268,678	$ 3,410
Prepaid expenses and other current assets	6,581	194
Total current assets	275,259	3,604
Total assets	275,259	3,604
Current liabilities:
Accounts payable	2,385	1,394
Accrued expenses	6,580	408
Simple agreements for future equity (SAFE)	0	14,808
Total current liabilities	8,965	16,610
Total liabilities	8,965	16,610
Commitments and contingencies (Note 11)
Stockholders' equity (deficit):
Preferred stock	0	0
Common stock	6	0
Additional paid-in capital	317,812	0
Accumulated deficit	(51,524)	(13,006)
Total stockholders' equity (deficit)	266,294	(13,006)
Total liabilities and stockholders' equity (deficit)	$ 275,259	$ 3,604

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	0
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.00001
Common stock, shares authorized	250,000,000	10,000,000
Common stock, shares issued	62,378,996	9,656,100
Common stock, shares outstanding	56,765,533	0

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	10 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Operating expenses:
Research and development	$ 4,563	$ 28,152
General and administrative	750	10,336
Total operating expenses	5,313	38,488
Loss from operations	5,313	38,488
Other income (expense):
Interest expense, net	0	(30)
Change in fair value of SAFE liability	(7,693)	0
Total other expense, net	(7,693)	(30)
Net loss and comprehensive loss	$ (13,006)	$ (38,518)
Weighted-average number of common shares —basic and diluted	0	3,800,506
Net loss per share — basic and diluted	$ 0	$ (10,130)

Consolidated Statements of Stoc

Consolidated Statements of Stockholders Equity - USD ($)	Total	Convertible Preferred Stock	Common Stock	Additional Paid-in Capital	Retained Earnings
Balance at February 27, 2020 (inception) at Feb. 26, 2020	$ 0			$ 0	$ 0
Balance at the beginning ,Temporary Equity Shares at Feb. 26, 2020		0
Balance at the beginning, Temporary equity at Feb. 26, 2020		$ 0
Balance at the beginning at Feb. 26, 2020			0
Common Stock, Par Value at Feb. 26, 2020			$ 0
Net loss	(13,006,000)				(13,006,000)
Balance at the end at Dec. 31, 2020	$ (13,006,000)			0	(13,006,000)
Balance at the end at Dec. 31, 2020		0
Balance at the end at Dec. 31, 2020		$ 0
Balance at the end at Dec. 31, 2020	0		0
Common Stock, Par Value at Dec. 31, 2020	$ 0.00001		$ 0
Net loss	$ (38,518,000)				(38,518,000)
Balance at the end at Dec. 31, 2021	$ 266,294,000			317,812,000	$ (51,524,000)
Balance at the end at Dec. 31, 2021		0
Balance at the end at Dec. 31, 2021		$ 0
Balance at the end at Dec. 31, 2021	56,765,533		56,765,533
Common Stock, Par Value at Dec. 31, 2021	$ 0.0001		$ 6,000
Conversion of Preferred stock, Shares		(19,601,193)	19,601,193
Issuance of common stock in connection with the Business Combination Transaction, net of the transaction costs of $16,472			25,758,750
Issuance of common stock in connection with the Business Combination Transaction Value			$ 3,000
Issuance of common stock in connection with the Business Combination, net of the transaction	$ 184,901,000			184,898,000
Redemption of common stock in connection with the Business Combination Share			(243,989)
Redemption of common stock in connection with the Business Combination	$ (2,440,000)			(2,440,000)
Common stock issued through Business Combination and PIPE	32,500,000		7,500,000
Common stock issued	$ 75,000,000		$ 1,000	74,999,000
Exercise of options	4,000			4,000
Excersise of option share			1,408
Issuance of Series A convertible preferred stock for cash, net of issuance costs of $176 (Shares)		13,756,122
Issuance of Series A convertible preferred stock for cash, net of issuance costs of $176		$ 44,324,000
Conversion of preferred stock	59,132,000	$ (59,132,000)	$ 2,000	59,130,000
Share-based compensation expense	$ 1,221,000			$ 1,221,000
Conversion of SAFE agreements into shares of convertible preferred stock (Shares)		5,845,071
Conversion of SAFE agreements into shares of convertible preferred stock		$ 14,808,000
Vesting of restricted stock awards into common stock			4,148,171

Consolidated Statements of St_2

Consolidated Statements of Stockholders Equity (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2021USD ($)
Net of the transaction costs	$ 16,472
Series A Convertible Preferred Stock
Net of Issuance cost	$ 176

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	10 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Operating activities:
Net loss	$ (13,006)	$ (38,518)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of SAFE liability	7,693	0
Stock-based compensation expense	0	1,221
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(44)	(6,386)
Accounts payable	1,394	756
Accrued expenses	408	6,009
Net cash used in operating activities	(3,555)	(36,918)
Financing activities:
Proceeds from issuance of common stock in connection with the Business Combination	0	198,933
Proceeds From PIPE	0	75,000
Payment of the Business Combination and PIPE transaction costs	0	(16,075)
Proceeds from issuance of the Convertible Notes	0	10,000
Repayment of the Convertible Notes	0	(10,000)
Proceeds from issuance of convertible preferred stock into common stock, net of issuance costs	0	44,500
Payment of issuance costs for convertible preferred stock	0	(176)
Proceeds from exercise of stock options	0	4
Proceeds from issuance of SAFE agreements	6,965	0
Net cash provided by financing activities	6,965	302,186
Increase in cash and cash equivalents	3,410	265,268
Cash and cash equivalents at beginning of period	0	3,410
Cash and cash equivalents at end of period	$ 3,410	$ 268,678
Non-cash financing activities:
Conversion of convertible preferred shares into common stock	0	(59,132)
Unpaid Business Combination and PIPE transaction included in accounts payable and accrued expenses	$ 0	$ 397
Conversion of 2020 SAFE agreements into shares of convertible preferred stock	0	(14,808)
Other receivable in connection with the issuance of SAFE agreements	$ 150	$ 0

Description of Business

Description of Business	12 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Note 1. Description of Business Description of Business Unless the context otherwise requires, references in these notes to “Pardes,” “the Company,” “we,” “us” and “our” and any related terms are intended to mean Pardes Biosciences, Inc. and its subsidiaries. Pardes Biosciences, Inc. is a clinical-stage biopharmaceutical company focused on discovering, developing and commercializing novel therapeutics to improve the lives of patients suffering from life-threatening disease, starting with our lead candidate, PBI-0451, COVID-19 (SARS-CoV-2) SARS-CoV-2 PBI-0451, pro SARS-CoV-2. References in these notes to the consolidated financial statements to “Pardes Biosciences, Inc.,” refer to Pardes Biosciences Sub, Inc., a Delaware corporation incorporated in February 2020 and formerly known as Pardes Biosciences, Inc. (“Old Pardes”), for the periods prior to its business combination transaction which took place on December 23, 2021 (“Business Combination”) and Pardes Biosciences, Inc., a Delaware corporation incorporated in August 2020 and formerly known as FS Development Corp. II (“FSDC II”), and its subsidiaries for the periods following the Business Combination. Business Combination Effective December 23, 2021 (the “Closing Date”), Old Pardes and FSDC II completed the Business Combination pursuant to the terms of the Agreement and Plan of Merger, dated as of June 29, 2021 (as amended on November 7, 2021, the “Merger Agreement”), by and among Old Pardes, Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative, agent and attorney-in-fact On the day prior to the Closing Date, Old Pardes changed its name to “Pardes Biosciences Sub, Inc.” Pursuant to the Merger Agreement, on the Closing Date, (i) FSDC II changed its name to “Pardes Biosciences, Inc.” (together with its consolidated subsidiaries, “New Pardes”), and (ii) Old Pardes merged with and into Merger Sub (the “Merger”), with Old Pardes as the surviving company in the Merger and, after giving effect to such Merger, Old Pardes becoming a wholly-owned subsidiary of New Pardes. In connection with the Business Combination, certain investors purchased an aggregate of $75.0 million of our Common Stock in a private placement of public equity (the “PIPE Investment”). Together with FSDC II’s cash resources and funding of the PIPE Financing, we received net proceeds of approximately $257.5 million. For additional information on the Business Combination, please refer to Note 4, Business Combination Liquidity As of December 31, 2021, we have devoted substantially all of our efforts to organizing and staffing, business planning, raising capital, identifying and acquiring our product candidates and conducting preclinical studies, and have not realized revenues from our planned principal operations. In addition, we have a limited operating history, have incurred operating losses since inception and expect that we will continue to incur net losses into the foreseeable future as we continue the development of our product candidates. Through December 31, 2021, we have funded our operations primarily with proceeds from issuance of Simple Agreements for Future Equity (“SAFEs”), convertible preferred stock financing, and through the Business Combination and the PIPE Investment. We believe that our $268.7 million of cash and cash equivalents as of December 31, 2021 will enable us to fund our planned operations for at least twelve months from the issuance date of these consolidated financial statements, though we may raise additional capital through a combination of equity offerings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. Management’s expectations with respect to our ability to fund current planned operations is based on estimates that are subject to risks and uncertainties. Our operating plan may change as a result of many factors currently unknown to management, and there can be no assurance that the current operating plan will be achieved in the time frame anticipated by us, and we may need to seek additional funds sooner than anticipated. If adequate funds are not available to us on a timely basis, on acceptable terms or at all, management may be required to delay, limit, reduce or terminate certain of its research, product development or future commercialization efforts, obtain funds through arrangements with collaborators on terms unfavorable to us, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of our stockholders. Impact of COVID-19 In December 2019, a novel strain of coronavirus, which causes the disease known as COVID-19, COVID-19 COVID-19 We are monitoring the potential impact of COVID-19 To date, we have not incurred impairment losses in the carrying values of our assets as a result of the pandemic and are not aware of any specific related event or circumstance that would require us to revise our estimates reflected in the consolidated financial statements. We cannot be certain what the overall impact of the COVID-19 COVID-19 COVID-19,

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include those of us and our subsidiary, Pardes Biosciences Sub, Inc., after elimination of all intercompany accounts and transactions. These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Our date of inception was February 27, 2020, and the fiscal year-end As a result of the Business Combination, the shares and corresponding capital amounts and loss per share related to Old Pardes’s outstanding redeemable convertible preferred stock and common stock prior to the Business Combination have been retroactively restated to reflect the Exchange Ratio established in the Merger Agreement. For additional information on the Business Combination and the Exchange Ratio, please read Note 4, Business Combination, to these consolidated financial statements. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the consolidated financial statements and accompanying notes. Such estimates include the valuation of the SAFEs, the valuation of stock-based awards and accrual of research and development expenses. On an ongoing basis, management evaluates its estimates and judgments, which are based on our historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. By their nature, estimates are subject to inherent degree of uncertainty and, as such, actual results may ultimately materially differ from management’s estimates. Cash and Cash Equivalents We consider all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Concentration of Credit Risk Financial instruments which potentially subject us to significant concentration of credit risk consist of cash and money market accounts. We maintain deposits in federally insured financial institutions in excess of federally insured limits. We have not experienced any losses in such accounts, and management believes that we are not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Comprehensive Loss Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner Deferred Offering Costs We capitalize costs that are directly associated with in-process in-process Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, prepaid expenses and other current assets, accounts payable, and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of those instruments. Prior to their conversion, we remeasured our SAFE agreements to fair value each reporting period (see Note 3). Accrued Research and Development Expense We estimate our expenses resulting from our obligations under contracts with vendors, consultants, and contract research organizations (“CRO”), and contract manufacturing organizations (“CMO”) in connection with conducting research and development activities. The financial terms of these contracts vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. We reflect research and development expenses in our consolidated financial statements by matching those expenses with the period in which services and efforts are expended. We estimate our accrued research and development expenses as of each balance sheet date based on facts and circumstances known at the time. The significant estimates in our accrued expenses include costs incurred for services performed by vendors in connection with research and development activities for which we have yet been invoiced. If timelines or contracts are modified based upon changes in the protocol or scope of work to be performed, we modify our estimates and accruals accordingly on a prospectus basis. During the course of a study or contract, we adjust our rate of expense recognition if actual results differ from our estimates. Research and Development Expenses Research and development expenses are charged to expense as incurred when these expenses have no alternative future uses. We are obligated to make upfront payments upon execution of certain research and development agreements. Advance payments, including nonrefundable amounts, for goods and services that will be used or rendered for future research and development activities are deferred. Such amounts are recognized as expense as the related good are delivered or related services are performed or such time when we do not expect the goods to be delivered or services to be performed. Research and development expenses primarily consist of costs associated with research and development activities including salaries, benefits, share-based compensation and services provided by outside organizations and consultants for preclinical and clinical development activities, manufacturing costs for non-commercial Patent Costs Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain. Stock-Based Compensation Stock-based compensation expense is recognized on a straight-line basis over the vesting period of the awards. We do not apply a forfeiture rate to unvested awards and account for forfeitures as they occur. The vesting period generally approximates the expected service period of the awards. Stock-based compensation is included in research and development expenses and general and administrative expenses in our consolidated statements of operations and comprehensive loss. We estimate the fair value of stock option grants using the Black-Scholes option pricing model on the date of grant. This method requires certain assumptions be used as inputs, such as the fair value of the underlying common stock, a risk-free interest rate, expected volatility of the common stock, expected term of the option before exercise and expected dividend yield. Options granted have a maximum contractual term of ten years. We have limited historical stock option activity and therefore estimate the expected term of stock options granted using the simplified method, which represents the arithmetic average of the original contractual term of the stock option and its weighted-average vesting term. The expected volatility of stock options is based upon the historical volatility of a number of publicly traded companies in similar stages of clinical development. We will continue to apply this process until a sufficient amount of historical information regarding the volatility of our own stock price becomes available. The risk-free interest rates used are based on the U.S. Treasury yield in effect at the time of grant for zero-coupon For restricted stock awards, the fair value of the award is the estimated fair value of our common stock on the grant date. Prior to the Closing Date of the Business Combination, the fair value of the shares of common stock had historically been determined by our Board of Directors as there was no public market for the common stock. The Board of Directors determined the fair value of the common stock by obtaining third-party valuations of our common stock using the option pricing method and the probability-weighted expected return method. Significant assumptions used in determining the fair value of common stock include volatility, discount for lack of marketability, and the expected timing of a future liquidity event. Income Taxes We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning As of December 31, 2021 and 2020, respectively, we maintained a valuation allowance against our deferred tax assets as we concluded it had not met the “more likely than not” to be realized threshold. Changes in the valuation allowance when they are recognized in the provision for income taxes may result in a change in the estimated annual effective tax rate. We record uncertain tax positions on the basis of a two-step more-likely-than-not Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions regarding resource allocation and assessing performance. The chief operating decision maker is the chief executive officer. We view our operations and manage our business as one operating segment and one reportable segment. No product revenue has been generated since inception and all assets are held in the United States. Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. There were 56,765,533 common shares outstanding as of December 31, 2021 (none as of December 31, 2020). Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two-class Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares and dilutive common stock equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. For the periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to net loss position. The following outstanding shares of potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods presented because including them would be anti-dilutive (in common stock equivalent shares): December 31, February 27, 2020 Outstanding stock options 3,328,138 — Restricted common stock subject to repurchase or forfeiture 5,613,463 9,656,049 Total 8,941,601 9,656,049 New Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, 2016-13”). available-for-sale available-for-sale 825-10, instrument-by-instrument 2016-13 2016-13 In 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2019-12, 2019-12”), 2019-12 2019-12 2019-12

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 3. Fair Value Measurements The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 Level 2 Level 3 At December 31, 2021 and 2020, we did not have financial assets that are measured at fair value on a recurring basis. As further described in Note 7 The fair value of the 2020 SAFEs was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. We determined the fair value of the 2020 SAFEs based on the amount of proceeds received from new third-party investors for the 2020 SAFEs, the terms of the 2020 SAFEs, including the rate at which the 2020 SAFEs convert into qualified equity financing securities, the probability and timing of a qualified equity financing and the fair value of the underlying preferred stock. Estimates and assumptions impacting the fair value measurement include the probability of a qualified equity financing as defined in the 2020 SAFEs agreements, the expected timing of such event, and the fair value of our Series A preferred stock (the “Series A Preferred”). We estimated the probability and timing of the qualified equity financing based on management’s assumptions and knowledge of specified events at issuance and as of each reporting date. The following table provides a reconciliation of all liabilities measured at fair value using Level 3 significant unobservable inputs (in thousands): 2020 SAFEs issued in February 27, 2020 (inception) through December 31, 2020 $ 7,115 Change in fair value during the period 7,693 Balance as of December 31, 2020 14,808 Conversion into shares of convertible preferred stock (14,808 ) Balance as of December 31, 2021 $ —

Business Combination

Business Combination	12 Months Ended
	Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]
Business Combination	Note 4. Business Combination As described in Note 1, on December 23, 2021, Old Pardes and FSDC II completed the Business Combination pursuant to the Merger Agreement with Old Pardes surviving the Merger As a result of the Business Combination, Old Pardes equity holders received an aggregate number of shares of New Pardes common stock equal to (i) $325.0 million, divided by (ii) $10.00, or 32,500,000 shares. The final conversion ratio used to calculate the final Merger Consideration was 1.4078, resulting in 23,630,965 shares issued for all issued and outstanding Old Pardes common stock and preferred stock, 5,733,270 shares of unvested restricted stock, 2,878,138 shares issued for Old Pardes’s underlying vested, unvested, and unexercised options, and 257,627 shares reserved for contractually committed issuance under the 2021 Stock Option and Incentive Plan (“2021 Plan”). In connection with the closing of the Business Combination, certain investors agreed to subscribe for and purchase an aggregate of million of common stock of New Pardes. In accordance with the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (i) all shares of Old Pardes’s Series A Preferred Stock, Series A-1 A-2 A-3 shares of Common Stock were reserved for issuance under the newly adopted the 2021 Plan, of which a portion of such shares were allocated for issuance upon exercise of the assumed options and reserved for option grants for outstanding contractual commitments. The Business Combination was accounted for as a reverse recapitalization because Old Pardes has been determined to be the accounting acquirer under FASB’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). The determination is primarily based on the evaluation of the following facts and circumstances taking into consideration: • The pre-combination • The pre-combination • Senior management of Old Pardes comprise the senior management of Pardes; and • Operations of Old Pardes comprise the ongoing operations of Pardes. Under the reverse recapitalization accounting model, the Business Combination was treated as Old Pardes issuing stock for the net assets of FSDC II, with no goodwill or intangible assets recorded. The share amounts have been retroactively adjusted for all periods presented to reflect the Business Combination and reverse capitalization . In connection with the Business Combination, we incurred underwriting fees and other costs considered direct and incremental to the transaction totaling $16.5 million, consisting of legal, accounting, financial advisory and other professional fees. These amounts are reflected within additional paid-in Concurrent with the execution of the Business Combination, we entered into subscription agreements with certain investors subscribed for and purchased an aggregate of 7,500,000 shares of Common Stock for an aggregate purchase price of The following table summarizes the elements of the net proceeds from the Business Combination as of December 31, 2021 (in thousands): FSDC II Trust Account balance $ 201,266 Less: Redemptions (2,440 ) Proceeds from PIPE Investment 75,000 Less: Underwriting fees and other offering costs paid prior to December 31, 2021 (16,075 ) Less: Non-cash net assets assumed from FSDC II 107 Proceeds from Business Combination, net of offering costs paid 257,858 Less: Other offering costs included in accounts payable and accrued expenses (397 ) Net proceeds from the Business Combination $ 257,461 The following table su m FSDC II shares issued through the Business Combination, net of redemption 25,514,761 Shares issued pursuant to the PIPE Investment 7,500,000 Business Combination and PIPE Investment 33,014,761 Conversion of Old Pardes preferred stock for common stock 19,601,193 Conversion of Old Pardes common stock for common stock 9,763,042 Total shares of New Pardes common stock issued immediately following the Business Combination 62,378,996 Less: shares of restricted stock subject to the right of repurchase (5,613,463 ) Total shares of New Pardes common stock outstanding immediately following the Business Combination 56,765,533

Prepaid Expenses

Prepaid Expenses	12 Months Ended
	Dec. 31, 2021
Prepaid Expense, Current [Abstract]
Prepaid Expenses	Note 5. Prepaid Expenses Prepaid expenses and other current assets consisted of the following (in thousands): December 31, December 31, Prepaid insurance $ 5,286 $ — Prepaid research and development costs 639 — Other prepaid expenses and current assets 656 194 Total $ 6,581 $ 194

Accrued Expenses

Accrued Expenses	12 Months Ended
	Dec. 31, 2021
Accrued Liabilities [Abstract]
Accrued Expenses	Note 6. Accrued Expenses Accrued expenses consisted of the following (in thousands): December 31, December 31, Research and development accruals $ 4,050 $ 182 Accrued bonus 1,659 — Other accrued expenses 871 226 Total $ 6,580 $ 408

Simple Agreements for Future Eq

Simple Agreements for Future Equity	12 Months Ended
	Dec. 31, 2021
Simple Agreements For Future Equity [Abstract]
Simple Agreements for Future Equity	Note 7. Simple Agreements for Future Equity Between April 2020 and December 2020, we entered into several SAFEs with certain investors, pursuant to which we received funding of $7.1 million in cash in exchange for 4,151,942 SAFE shares providing the investors the right to receive shares of our capital stock. The 2020 SAFEs contained a number of conversion and redemption provisions, including settlement upon liquidity or dissolution events. The 2020 SAFEs required that we issue equity to the SAFE holders in exchange for their investment upon an equity financing. An equity financing was defined as a transaction or series of transactions with the principal purpose of raising capital, pursuant to which we issued and sold preferred stock at a fixed valuation. The number of shares to be received by the 2020 SAFE investors was determined as the greater of the SAFE purchase amount divided by (i) the lowest price per share of the Series A preferred stock or (ii) the SAFE purchase amount divided by the SAFE price per share. A liquidity event meant a change in control, a direct listing, or an Initial Public Offering. In a liquidity or dissolution event, the investors’ right to receive cash out was junior to payment of outstanding indebtedness and creditor claims, on par for other SAFEs and preferred stock, and senior to common stock. The 2020 SAFEs had no interest rate or maturity date, and the 2020 SAFE investors had no voting right prior to conversion. As of December 31, 2020, the 2020 SAFEs had not yet converted as an equity financing had not yet occurred. We determined that the 2020 SAFEs should be recorded as a liability at fair value on our balance sheet and remeasured at each reporting date. As of December 31, 2020, the fair value of the 2020 SAFEs was The 2020 SAFEs were automatically converted on January 19, 2021 into 3,967,207 shares ( as originally issued) A-1 Preferred Stock 852,908 shares ( as originally issued) A-2 Preferred Stock 1,024,956 shares ( as original issued) A-3 Preferred Stock A-1 Preferred Stock A-2 Preferred Stock A-3 Preferred Stock A-1, A-2 A-3

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 8. Stockholders’ Equity The consolidated statement of stockholders’ equity has been retroactively adjusted for all periods presented to reflect the Business Combination and reverse capitalization as defined in Note 4, Business Combination. Amended and Restated Articles of Incorporation On January 19, 2021, Old Pardes amended and restated our restated certificate of incorporation to increase our authorized shares of common stock from 10,000,000 to 25,187,755 shares and created a new class of preferred shares authorizing 13,923,367 shares as Preferred Stock, designating 9,771,425 shares as Series A Preferred Stock, 2,818,034 shares as Series A-1 A-2 A-3 In connection with the Business Combination, our amended and restated certificate of incorporation was amended and restated on December 23, 2021 to authorize the issuance of 260,000,000 shares, consisting of 250,000,000 shares of common stock, $0.0001 par value per share, and 10,000,000 shares of preferred stock, $0.0001 par value. Immediately following the closing of the Business Combination and as of December 31, 2021, there were 62,378,996 shares of common stock issued, including 56,765,533 shares outstanding and that Convertible Preferred Stock In January 2021, we sold 13,756,122 shares ( as originally issued) of 5,845,071 shares ( as originally issued ) A-1, A-2 A-3 A-1, A-2 A-3 As of the closing are As of December 31, 2021, there were no shares of preferred stock outstanding. Common Stock In 2020, we sold 9,843,236 shares (6,983,000 shares as originally issued) of restricted common stock to our officers, employees and consultants during our formation period. The proceeds from the restricted common stock sale were immaterial to the consolidated financial statements. The stock is subject to vesting, generally at 25% one year from the vesting commencement date and ratably each month thereafter for a period of 36 months. In January 2021, we sold 105,585 shares (75,000 shares as originally issued) of restricted common stock to two directors of our Board of Director On December 23, 2021, in connection with the closing of the Business Combination, and pursuant to the Merger Agreement, all previously issued and outstanding restricted common stock shares of Old Pardes were converted into restricted shares of our common stock equal to the number of shares subject to the restricted stock award prior to the consummation of the Business Combination multiplied by 1.4078 with the converted repurchase price equal to the purchase price divided by 1.4078. All fractional shares were rounded down to the nearest share. Such restricted stock shall remain subject to the same terms and conditions set forth under the applicable restricted stock award agreement. At December 31, 2021 and 2020, respectively, the repurchase liability for these shares was nominal. For accounting purposes, the unvested shares purchased are not deemed to be outstanding. A summary of the restricted common stock awards, on an as-converted Number of Balance at February 27, 2020 (inception) — Issued shares 9,843,286 Forfeited shares (187,237 ) Balance at December 31, 2020 9,656,049 Issued shares 105,585 Vested shares (4,148,171 ) Balance at December 31, 2021 5,613,463

Stock-Based Compensation

Stock-Based Compensation	12 Months Ended
	Dec. 31, 2021
Share-based Payment Arrangement [Abstract]
Stock-Based Compensation	Note 9. Stock-Based Compensation 2020 Stock In March 2020, we adopted the 2020 Stock Plan (as amended, the “2020 Plan”). The 2020 Plan provided for the grant of incentive stock options, non-statutory stock options and restricted stock awards. In connection with the Business Combination, and pursuant to the Merger Agreement, each outstanding option to purchase shares of Old Pardes common stock was converted into an option to purchase shares of our common stock equal to the number of shares subject to such option prior to the consummation of the Business Combination multiplied by 1.4078 (rounded down to the nearest share), with the per share exercise price equal to the exercise price divided by 1.4078 (rounded up to the nearest cent). The option shares and exercise price per share of such converted options shall remain subject to the same terms and conditions as set forth under the applicable original option award prior to the conversion, but were assumed and reissued under the 2021 Plan described below under “2021 Plan”. As of the Closing Date, the 2,044,433 options outstanding under the 2020 Plan were converted into 2,878,138 options upon completion of the Business Combination after effect of the conversion rate. This effect of the conversion rate has been retroactively adjusted throughout the consolidated financial statements. 2021 Plan The 2021 Plan was adopted by the Board of Directors, and approved by the stockholders, effective December 22 shares of common stock were reserved for issuance which number includes outstanding awards assumed at the Closing of the Business Combination. The 2021 Plan provides that the number of shares reserved and available for issuance thereunder will automatically increase on January 1, 2022 and each January 1 thereafter by five percent (5%) of the number of shares of common stock outstanding on the immediately preceding December 31 or such lesser number of shares determined by the administrator of the 2021 Plan (the “Annual Increase”). The 2021 Plan provides for us to grant incentive stock options or nonqualified stock options for the purchase of common stock, stock appreciation rights, restricted stock awards, restricted stock units, cash-based awards and unrestricted stock awards to its employees, directors and consultants. Incentive stock options may only be granted to employees. As of December 31, 2021, the number of shares reserved for issuance under the Plan was 13,000,000 and 9,664,206 shares remained Stock option activity for employee and nonemployee awards and related information, on an as-converted Number of Weighted- Weighted- Weighted- Aggregate Outstanding at December 31, 2020 — Granted 3,492,146 $ 5.49 3.78 Exercised (1,408 ) Cancelled (162,600 ) Outstanding and expected to vest at December 31, 2021 3,328,138 $ 5.57 9.6 $ 3.83 $ 35,936 Vested and exercisable at December 31, 2021 29,578 $ 4.71 9.6 $ 3.18 $ 346 The aggregate intrinsic values presented in the table above were calculated as the difference between the closing price of our common stock at December 31, 2021 and the exercise price of stock options below the closing price. The total intrinsic value of options exercised during the year ended December 31, 2021 was zero. The weighted-average grant date fair value of stock options granted during the year ended December 31, 2021 was $3.78 per share. Stock-Based Compensation Expense The assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock options granted in the year ended December 31, 2021, were as follows: Year Ended Risk-free interest rate 0.47-1.49 % Expected volatility 78.28-81.56 % Expected option life (in years) 5.27-6.25 Expected dividend yield 0.00 % Exercise price $ 0.01-$9.80 Risk-free interest rate. zero-coupon Expected volatility. Expected term. Expected dividend yield. The allocation of stock-based compensation expense for the year ended December 31, 2021, was as follows (in thousands): Year Ended Research and development $ 461 General and administrative 760 Total stock-based compensation $ 1,221 As of December 31, 2021, the total unrecognized compensation cost related to outstanding time-based options was $11.5 million, which is expected to be recognized over a weighted-average period of 3.4 years.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income Taxes	Note 10. Income Taxes For the year ended December 31, 2021, and for the period from A reconciliation of our income taxes to the amount computed by applying the statutory federal income tax rate to the pretax loss for the year ended December 31, 2021 is summarized as follows (in thousands): December 31, December 31, Expected income tax benefit at statutory rates $ (8,089 ) $ (2,731 ) State income tax, net of federal benefit (23 ) — Permanent items and other 101 34 SAFE accounting fair value adjustment — 1,616 Research and development credits (15 ) (31 ) Change in valuation allowance 8,026 1,112 $ — $ — As of December 31, 2021, significant components of our deferred income taxes are as follows (in thousands): December 31, December 31, Deferred income tax assets: Net operating loss carryforward $ 8,647 $ 1,078 Research credit carryforwards 41 31 Other, net 704 3 Total deferred tax assets 9,392 1,112 Less valuation allowance (9,392 ) (1,112 ) Deferred tax assets, net of valuation allowance $ — $ — We have established a full valuation allowance of $9.4 million against its net deferred tax assets due to the uncertainty surrounding the realization of such assets that preclude it from determining that it is more likely than not that such assets will be realized. The change in the valuation allowance was an increase of $8.3 million. At such time as it is determined that it is more likely than not that deferred assets are realizable, the valuation allowance will be reduced. Management’s assessment as of December 31, 2021 considered the generation of pre-tax tax-planning At December 31, 2021, we had federal and state net operating loss (NOL) carryforwards of approximately $41.0 million and $0.6 million, respectively. The state net operating loss carryforwards of $0.6 million begin to expire in 2041 unless previously utilized. Our federal net operating loss carryforwards of approximately $41.0 million do not expire. At December 31, 2021, we have federal and state research and development tax credits of zero and $52,000, respectively. In 2036, carried forward We have not yet conducted a study to document and quantify our current year activities that qualify for the research and development tax credit. Such a study may result in the creation of a research and development credit carryforward; however, until a study is completed, no amount is being presented as a deferred tax asset or as an uncertain tax position for 2021 related to federal and certain state credits. Any research and development credit carryforward identified and claimed if and when such study is complete would be offset by an adjustment to the valuation allowance. Pursuant to IRC Section 382 and IRC Section 383, our ability to use NOL and R&D tax credit carry forwards (tax attribute carry forwards) to offset future taxable income is limited if we experience a cumulative change in ownership of more than 50% within a three We recognize a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination by the taxing authorities. Uncertain tax positions are evaluated based upon the facts and circumstances that exist at each reporting period. Subsequent changes in judgement based upon new information may lead to changes in recognition, derecognition and measurement. Adjustment may result, for example, upon resolution of an issue with the taxing authorities or expiration of a statute of limitation barring an assessment for an issue. The following table summarizes the changes to our gross unrecognized tax benefits for the year ended December 31, 2021 and the period from February 27, 2020 (inception) through December 31, 2020 (in thousands): Year Ended Period From Beginning balance $ 468 $ — Additions related to current year positions 7 468 Ending balance $ 475 $ 468 As of our We were subject to taxation in the United States and various state jurisdictions. All of our tax years are subject to examination by federal and state taxing authorities due to the carryforwards of unutilized net operating losses and research and development credits. Our practice is to recognize interest and penalties related to income tax matters in income tax expense. We have no accrued interest or penalties related to income tax matters in our consolidated balance sheet as of December 31, 2021 and 2020 and have not recognized interest or penalties in our consolidated statement of operations and comprehensive loss

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure	Note 11. Commitments and Contingencies Contingencies From time to time, we may become subject to claims or suits arising in the ordinary course of business. We accrue a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. As of December 31, 2021 and December 31, 2020, we were not a party to any litigation.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 12. Related Party Transactions Consulting Arrangements Prior to raising capital in early 2021 In addition, in January 2021, a former member of our Scientific Advisory Board became a member of our Board of Directors. For the period February 27, 2020 (inception) through December 31, 2020, we incurred approximately $5,000 in fees pursuant to a consulting agreement with this individual, all of which is recorded in research and development expenses in the accompanying consolidated statement of operations and comprehensive loss. As of December 31, 2020, approximately $700 remained unpaid and was included in accounts payable on the accompanying consolidated balance sheet. All amounts owed under the consulting agreement were paid as of December 31, 2021. We did not incur any expenses pursuant to this agreement in 2021. During the year ended December 31, 2021, we entered into a consulting agreement with Raniere Consulting LLC and incurred $26,500 in consulting expenses. The CEO of the Raniere Consulting LLC is also a spouse of one of our executive officers. Financing Transactions Certain investors in the SAFE, Series A Preferred Stock, convertible note and PIPE Investment transactions were related parties. The Business Combination also was a related party transaction and in connection with the Closing of the Business Combination, a Registration Rights Agreement, Voting Agreement and Lock-up Agreement were entered into with certain related parties.

401(k) Plan

401(k) Plan	12 Months Ended
	Dec. 31, 2021
Retirement Benefits [Abstract]
401(k) Plan	Note 13. 401(k) Plan In 2021, we 1 .

Convertible Notes

Convertible Notes	12 Months Ended
	Dec. 31, 2021
Debt Disclosure [Abstract]
Convertible Notes	Note 14. Convertible Notes On November 15, 2021, we entered a convertible note purchase agreement providing for the purchase and sale of up to $25.0 million of unsecured convertible promissory term notes (the “Convertible Notes”). As of November 15, 2021, we issued Convertible Notes for an aggregate principal amount of $10.0 million to certain of our stockholders affiliated with the Sponsor and FSDC II. The Convertible Notes accrued interest at the annual rate of 4% per annum and had a stated maturity date of October 31, 2022. The Convertible Notes were due and payable at the earlier of the closing under the Merger Agreement, the closing of a “corporate transaction” and at any time on or after the maturity date at our election or upon demand of a purchaser. We used proceeds from the closing of the Business Combination to repay outstanding principal amounts and accrued and unpaid interest under the outstanding Convertible Notes as of the closing. The Convertible Notes were repaid in full at the closing of the Business Combination on December 23, 2021.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 15. Subsequent Events On January 31, 2022, Pardes Biosciences Sub, Inc., our wholly owned subsidiary, was merged with and into Pardes Biosciences, Inc., with Pardes Biosciences, Inc. being the surviving entity. On February 28, 2022, we adopted the 2022 Inducement Plan (the “Inducement Plan”) and forms of award agreements thereunder, for the issuance of equity awards in connection with the hiring of new employees from time to time. The number of shares of common stock initially reserved under the Inducement Plan is 1,500,000. Awards under the Inducement Plan may only be granted to persons who (a) were not previously an employee or director of us or (b) are commencing employment with us following a bona fide period of non-employment,

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements include those of us and our subsidiary, Pardes Biosciences Sub, Inc., after elimination of all intercompany accounts and transactions. These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Our date of inception was February 27, 2020, and the fiscal year-end As a result of the Business Combination, the shares and corresponding capital amounts and loss per share related to Old Pardes’s outstanding redeemable convertible preferred stock and common stock prior to the Business Combination have been retroactively restated to reflect the Exchange Ratio established in the Merger Agreement. For additional information on the Business Combination and the Exchange Ratio, please read Note 4, Business Combination, to these consolidated financial statements.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the consolidated financial statements and accompanying notes. Such estimates include the valuation of the SAFEs, the valuation of stock-based awards and accrual of research and development expenses. On an ongoing basis, management evaluates its estimates and judgments, which are based on our historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. By their nature, estimates are subject to inherent degree of uncertainty and, as such, actual results may ultimately materially differ from management’s estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents We consider all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments which potentially subject us to significant concentration of credit risk consist of cash and money market accounts. We maintain deposits in federally insured financial institutions in excess of federally insured limits. We have not experienced any losses in such accounts, and management believes that we are not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.
Comprehensive Loss	Comprehensive Loss Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner
Deferred Offering Costs	Deferred Offering Costs We capitalize costs that are directly associated with in-process in-process
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, prepaid expenses and other current assets, accounts payable, and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of those instruments. Prior to their conversion, we remeasured our SAFE agreements to fair value each reporting period (see Note 3).
Accrued Research and Development Expense	Accrued Research and Development Expense We estimate our expenses resulting from our obligations under contracts with vendors, consultants, and contract research organizations (“CRO”), and contract manufacturing organizations (“CMO”) in connection with conducting research and development activities. The financial terms of these contracts vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. We reflect research and development expenses in our consolidated financial statements by matching those expenses with the period in which services and efforts are expended. We estimate our accrued research and development expenses as of each balance sheet date based on facts and circumstances known at the time. The significant estimates in our accrued expenses include costs incurred for services performed by vendors in connection with research and development activities for which we have yet been invoiced. If timelines or contracts are modified based upon changes in the protocol or scope of work to be performed, we modify our estimates and accruals accordingly on a prospectus basis. During the course of a study or contract, we adjust our rate of expense recognition if actual results differ from our estimates.
Research and Development Expenses	Research and Development Expenses Research and development expenses are charged to expense as incurred when these expenses have no alternative future uses. We are obligated to make upfront payments upon execution of certain research and development agreements. Advance payments, including nonrefundable amounts, for goods and services that will be used or rendered for future research and development activities are deferred. Such amounts are recognized as expense as the related good are delivered or related services are performed or such time when we do not expect the goods to be delivered or services to be performed. Research and development expenses primarily consist of costs associated with research and development activities including salaries, benefits, share-based compensation and services provided by outside organizations and consultants for preclinical and clinical development activities, manufacturing costs for non-commercial
Patent Costs	Patent Costs Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain.
Stock-Based Compensation	Stock-Based Compensation Stock-based compensation expense is recognized on a straight-line basis over the vesting period of the awards. We do not apply a forfeiture rate to unvested awards and account for forfeitures as they occur. The vesting period generally approximates the expected service period of the awards. Stock-based compensation is included in research and development expenses and general and administrative expenses in our consolidated statements of operations and comprehensive loss. We estimate the fair value of stock option grants using the Black-Scholes option pricing model on the date of grant. This method requires certain assumptions be used as inputs, such as the fair value of the underlying common stock, a risk-free interest rate, expected volatility of the common stock, expected term of the option before exercise and expected dividend yield. Options granted have a maximum contractual term of ten years. We have limited historical stock option activity and therefore estimate the expected term of stock options granted using the simplified method, which represents the arithmetic average of the original contractual term of the stock option and its weighted-average vesting term. The expected volatility of stock options is based upon the historical volatility of a number of publicly traded companies in similar stages of clinical development. We will continue to apply this process until a sufficient amount of historical information regarding the volatility of our own stock price becomes available. The risk-free interest rates used are based on the U.S. Treasury yield in effect at the time of grant for zero-coupon For restricted stock awards, the fair value of the award is the estimated fair value of our common stock on the grant date. Prior to the Closing Date of the Business Combination, the fair value of the shares of common stock had historically been determined by our Board of Directors as there was no public market for the common stock. The Board of Directors determined the fair value of the common stock by obtaining third-party valuations of our common stock using the option pricing method and the probability-weighted expected return method. Significant assumptions used in determining the fair value of common stock include volatility, discount for lack of marketability, and the expected timing of a future liquidity event.
Income Taxes	Income Taxes We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning As of December 31, 2021 and 2020, respectively, we maintained a valuation allowance against our deferred tax assets as we concluded it had not met the “more likely than not” to be realized threshold. Changes in the valuation allowance when they are recognized in the provision for income taxes may result in a change in the estimated annual effective tax rate. We record uncertain tax positions on the basis of a two-step more-likely-than-not
Segment Reporting	Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions regarding resource allocation and assessing performance. The chief operating decision maker is the chief executive officer. We view our operations and manage our business as one operating segment and one reportable segment. No product revenue has been generated since inception and all assets are held in the United States.
Net Loss Per Share	Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. There were 56,765,533 common shares outstanding as of December 31, 2021 (none as of December 31, 2020). Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two-class Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares and dilutive common stock equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. For the periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to net loss position. The following outstanding shares of potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods presented because including them would be anti-dilutive (in common stock equivalent shares): December 31, February 27, 2020 Outstanding stock options 3,328,138 — Restricted common stock subject to repurchase or forfeiture 5,613,463 9,656,049 Total 8,941,601 9,656,049
New Accounting Pronouncements Not Yet Adopted	New Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, 2016-13”). available-for-sale available-for-sale 825-10, instrument-by-instrument 2016-13 2016-13 In 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2019-12, 2019-12”), 2019-12 2019-12 2019-12

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of Potentially Dilutive Securities not Included in Calculation of Diluted Net Loss per Share would be Anti-dilutive	The following outstanding shares of potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods presented because including them would be anti-dilutive (in common stock equivalent shares): December 31, February 27, 2020 Outstanding stock options 3,328,138 — Restricted common stock subject to repurchase or forfeiture 5,613,463 9,656,049 Total 8,941,601 9,656,049

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of Reconciliation of Liabilities Measured at Fair Value	The following table provides a reconciliation of all liabilities measured at fair value using Level 3 significant unobservable inputs (in thousands): 2020 SAFEs issued in February 27, 2020 (inception) through December 31, 2020 $ 7,115 Change in fair value during the period 7,693 Balance as of December 31, 2020 14,808 Conversion into shares of convertible preferred stock (14,808 ) Balance as of December 31, 2021 $ —

Business Combination (Table)

Business Combination (Table)	12 Months Ended
	Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]
Schedule of Proceeds From Business Combination	The following table summarizes the elements of the net proceeds from the Business Combination as of December 31, 2021 (in thousands): FSDC II Trust Account balance $ 201,266 Less: Redemptions (2,440 ) Proceeds from PIPE Investment 75,000 Less: Underwriting fees and other offering costs paid prior to December 31, 2021 (16,075 ) Less: Non-cash net assets assumed from FSDC II 107 Proceeds from Business Combination, net of offering costs paid 257,858 Less: Other offering costs included in accounts payable and accrued expenses (397 ) Net proceeds from the Business Combination $ 257,461
Schedule of Consummation of Business Combination	The following table su m FSDC II shares issued through the Business Combination, net of redemption 25,514,761 Shares issued pursuant to the PIPE Investment 7,500,000 Business Combination and PIPE Investment 33,014,761 Conversion of Old Pardes preferred stock for common stock 19,601,193 Conversion of Old Pardes common stock for common stock 9,763,042 Total shares of New Pardes common stock issued immediately following the Business Combination 62,378,996 Less: shares of restricted stock subject to the right of repurchase (5,613,463 ) Total shares of New Pardes common stock outstanding immediately following the Business Combination 56,765,533

Prepaid Expenses (Tables)

Prepaid Expenses (Tables)	12 Months Ended
	Dec. 31, 2021
Prepaid Expense, Current [Abstract]
Schedule of Prepaid Expenses	Prepaid expenses and other current assets consisted of the following (in thousands): December 31, December 31, Prepaid insurance $ 5,286 $ — Prepaid research and development costs 639 — Other prepaid expenses and current assets 656 194 Total $ 6,581 $ 194

Accrued Expenses (Tables)

Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2021
Accrued Liabilities [Abstract]
Summary of Accrued Expenses	Accrued expenses consisted of the following (in thousands): December 31, December 31, Research and development accruals $ 4,050 $ 182 Accrued bonus 1,659 — Other accrued expenses 871 226 Total $ 6,580 $ 408

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	12 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Summary of Restricted Common Stock Awards	A summary of the restricted common stock awards, on an as-converted Number of Balance at February 27, 2020 (inception) — Issued shares 9,843,286 Forfeited shares (187,237 ) Balance at December 31, 2020 9,656,049 Issued shares 105,585 Vested shares (4,148,171 ) Balance at December 31, 2021 5,613,463

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2021
Share-based Payment Arrangement [Abstract]
Schedule of Stock Option Activity for Employee and Nonemployee Awards and Related Information	Stock option activity for employee and nonemployee awards and related information, on an as-converted Number of Weighted- Weighted- Weighted- Aggregate Outstanding at December 31, 2020 — Granted 3,492,146 $ 5.49 3.78 Exercised (1,408 ) Cancelled (162,600 ) Outstanding and expected to vest at December 31, 2021 3,328,138 $ 5.57 9.6 $ 3.83 $ 35,936 Vested and exercisable at December 31, 2021 29,578 $ 4.71 9.6 $ 3.18 $ 346
Schedule of Weighted-average Assumptions Option Pricing Model to Determine Fair Value of Stock Options	The assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock options granted in the year ended December 31, 2021, were as follows: Year Ended Risk-free interest rate 0.47-1.49 % Expected volatility 78.28-81.56 % Expected option life (in years) 5.27-6.25 Expected dividend yield 0.00 % Exercise price $ 0.01-$9.80
Schedule Allocation of Stock-Based Compensation Expense	The allocation of stock-based compensation expense for the year ended December 31, 2021, was as follows (in thousands): Year Ended Research and development $ 461 General and administrative 760 Total stock-based compensation $ 1,221

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Reconciliation of Income Taxes	A reconciliation of our income taxes to the amount computed by applying the statutory federal income tax rate to the pretax loss for the year ended December 31, 2021 is summarized as follows (in thousands): December 31, December 31, Expected income tax benefit at statutory rates $ (8,089 ) $ (2,731 ) State income tax, net of federal benefit (23 ) — Permanent items and other 101 34 SAFE accounting fair value adjustment — 1,616 Research and development credits (15 ) (31 ) Change in valuation allowance 8,026 1,112 $ — $ —
Components of Deferred Income Taxes	As of December 31, 2021, significant components of our deferred income taxes are as follows (in thousands): December 31, December 31, Deferred income tax assets: Net operating loss carryforward $ 8,647 $ 1,078 Research credit carryforwards 41 31 Other, net 704 3 Total deferred tax assets 9,392 1,112 Less valuation allowance (9,392 ) (1,112 ) Deferred tax assets, net of valuation allowance $ — $ —
Schedule of changes to gross unrecognized tax benefits	Year Ended Period From Beginning balance $ 468 $ — Additions related to current year positions 7 468 Ending balance $ 475 $ 468

Description of Business - Addit

Description of Business - Additional Information (Detail) - USD ($) $ in Thousands	10 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Description of Business and Summary of Significant Accounting Policies [Line Items]
Common stock	$ 0	$ 6
Proceeds from issuance of common stock in connection with the Business Combination	0	198,933
Cash and cash equivalents	$ 3,410	268,678
PIPE Investment
Description of Business and Summary of Significant Accounting Policies [Line Items]
Common stock		75,000
Proceeds from issuance of common stock in connection with the Business Combination		$ 257,500

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021USD ($)shares	Dec. 31, 2020shares
Accounting Policies [Abstract]
Number of operating segments	1
Number of reportable segments	1
Product revenue | $	$ 0
Weighted-average number of common shares outstanding basic | shares	56,765,533	0

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities not Included in Calculation of Diluted Net Loss per Share would be Anti-dilutive (Details) - shares	10 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities not included in calculation of diluted net loss per share because to do so would be anti-dilutive	9,656,049	8,941,601
Outstanding Stock Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities not included in calculation of diluted net loss per share because to do so would be anti-dilutive	0	3,328,138
Restricted Common Stock Subject to Repurchase or Forfeiture
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities not included in calculation of diluted net loss per share because to do so would be anti-dilutive	9,656,049	5,613,463

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Reconciliation of Liabilities Measured at Fair Value (Details) - 2020 Simple Agreements For Future Equity [Member] - Simple Agreements for Future Equity [Member] - Level 3 [Member] - USD ($) $ in Thousands	10 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
2020 SAFEs issued	$ 7,115
Change in fair value during the period	7,693
Balance	$ 14,808
Conversion into shares of convertible preferred stock		$ (14,808)
Balance		$ 0

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Financial Assets [Member] | Fair Value, Recurring [Member]
Fair Value Disclosures [Line Items]
Assets, fair value disclosure	$ 0	$ 0

Business Combination - Addition

Business Combination - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2021	Dec. 31, 2021	Jan. 01, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Net proceeds from Business Combination	$ 257,500	$ 257,461
Common stock	$ 6	$ 6		$ 0
Common stock, shares issued	62,378,996	62,378,996	105,585	9,656,100
Shares Issued	7,500,000	7,500,000
Purchase of aggregate shares		$ 75,000
Converted into right to receive pro rata portion of shares		32,500,000
Shares reserved for contractually committed issuance	257,627	257,627
Underwriting fees and others		$ 16,500
Unpaid Business Acquisition Cost	$ 400	$ 400
2021 Stock Option and Incentive Plan Member
Business Acquisition [Line Items]
Shares reserved for contractually committed issuance	13,000,000	13,000,000
Old Pardes Common Stock
Business Acquisition [Line Items]
Common stock	$ 325,000	$ 325,000
Common stock, shares issued	32,500,000	32,500,000
Share price per share	$ 10	$ 10
Unvested restricted stock		5,733,270
Shares Issued	2,878,138	2,878,138
Old Pardes Preferred Stock
Business Acquisition [Line Items]
Shares Issued	23,630,965	23,630,965

Business Combination - Schedule

Business Combination - Schedule of Proceeds From Business Combination (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021
Proceeds From Business Combination [Abstract]
FSDC II Trust Account Balance			$ 201,266
Less: Redemptions			(2,440)
Proceeds from PIPE Investment		$ 0	75,000
Less : Underwriting fees and Other Offering costs paid			(16,075)
Less: Non-cash net assets assumed from FSDC II			107
Proceeds from Business Combination Transaction, net of offering costs paid			257,858
Less : Other offering costs included in accounts payable and accrued expenses			(397)
Net proceeds from the Business Combination	$ 257,500		$ 257,461

Business Combination - Schedu_2

Business Combination - Schedule of Consummation of Business Combination (Details)	12 Months Ended
	Dec. 31, 2021shares
Business Acquisition [Line Items]
FSDC II shares issued through Business Combination, net of redemption	25,514,761
Shares issued pursuant to the PIPE Investment	7,500,000
Business Combination and PIPE Investment shares	33,014,761
Total Shares of New Pardes common stock issued immediately following Business Combination	62,378,996
Shares of restricted stock subject to the right of repurchase	(5,613,463)
Total shares of New Pardes common stock outstanding immediately following the Business Combination	56,765,533
Old Pardes Common Stock
Business Acquisition [Line Items]
Conversion of Old Pardes preferred stock for common stock	9,763,042
Conversion of Old Pardes common stock for common stock	9,763,042
Old Pardes Preferred Stock
Business Acquisition [Line Items]
Conversion of Old Pardes preferred stock for common stock	19,601,193
Conversion of Old Pardes common stock for common stock	19,601,193

Prepaid Expenses - Schedule Of

Prepaid Expenses - Schedule Of Prepaid Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Prepaid Expense, Current [Abstract]
Prepaid insurance	$ 5,286	$ 0
Prepaid research and development costs	639	0
Other prepaid expenses and current assets	656	194
Total	$ 6,581	$ 194

Accrued Expenses - Summary of A

Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Schedule Of Accrued Expenses [Abstract]
Research and development accruals	$ 4,050	$ 182
Accrued bonus	1,659	0
Other accrued expenses	871	226
Total	$ 6,580	$ 408

Simple Agreements for Future _2

Simple Agreements for Future Equity - Additional Information (Details) - USD ($)	Dec. 23, 2021	Jan. 19, 2021	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2021
Simple Agreements For Future Equity [Line Items]
Cash received from exchange of SAFE			$ 7,100,000
Number of SAFE shares issued			4,151,942	4,151,942
Fair value of SAFE			$ 14,800,000	$ 14,800,000
Change in fair value of SAFE liability				(7,693,000)	$ 0
Aggregate fair value		$ 14,800,000
Final Conversion Ratio Used to Calculate Merger Consideration	$ 1.4078
2020 SAFEs [Member]
Simple Agreements For Future Equity [Line Items]
Change in fair value of SAFE liability				$ 7,700,000
Series A-1 Preferred Stock
Simple Agreements For Future Equity [Line Items]
Conversion of SAFE agreements into shares of convertible preferred stock (Shares)		2,818,034
Conversion price		$ 1.2420
Convertible preferred stock, shares issued upon conversion		3,967,207
Series A-2 Preferred Stock
Simple Agreements For Future Equity [Line Items]
Conversion of SAFE agreements into shares of convertible preferred stock (Shares)		605,850
Conversion price		$ 2.4841
Convertible preferred stock, shares issued upon conversion		852,908
Series A-3 Preferred Stock
Simple Agreements For Future Equity [Line Items]
Conversion of SAFE agreements into shares of convertible preferred stock (Shares)		728,058
Conversion price		$ 2.8981
Convertible preferred stock, shares issued upon conversion		1,024,956

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 23, 2021	Jan. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jan. 19, 2021	Jan. 01, 2021
Stockholders Equity [Line Items]
Common stock, shares authorized	250,000,000		10,000,000	250,000,000	10,000,000
Preferred stock, shares authorized	10,000,000		0	10,000,000	0	13,923,367
Proceeds from issuance of convertible preferred stock into common stock, net of issuance costs			$ 0	$ 44,500
Preferred stock, conversion basis	1.4078			1.4078
Common stock, par value	$ 0.0001		$ 0.00001	$ 0.0001	$ 0.00001		$ 0.0001
Preferred stock par value	$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares outstanding			0	0	0
Common stock, shares outstanding			0	56,765,533	0
Common stock, shares issued			9,656,100	62,378,996	9,656,100		105,585
Shares subject to right of repurchase				5,613,463
Temporary equity stock authorized during the period	260,000,000
Restricted Stock
Stockholders Equity [Line Items]
Award vesting percentage					25.00%
Award vesting rights				The stock is subject to vesting, generally at 25% one year from the vesting commencement date and ratably each month thereafter for a period of 36 months.
Award vesting period		48 months		36 months
Common stock, shares issued			9,843,236		9,843,236
Stock issued during period, shares, restricted stock award, gross		75,000			6,983,000
Minimum
Stockholders Equity [Line Items]
Common stock, shares authorized				10,000,000
Maximum
Stockholders Equity [Line Items]
Common stock, shares authorized						25,187,755
Series A Convertible Preferred Stock
Stockholders Equity [Line Items]
Preferred stock, shares authorized						9,771,425
Issuance of series A convertible preferred stock for cash, net of issuance costs (Shares)		9,771,414
Proceeds from issuance of convertible preferred stock into common stock, net of issuance costs		$ 44,500
Temporary equity stock shares issued during the period shares		13,756,122
Series A-1 Preferred Stock
Stockholders Equity [Line Items]
Preferred stock, shares authorized						2,818,034
Series A-2 Preferred Stock
Stockholders Equity [Line Items]
Preferred stock, shares authorized						605,850
Series A-3 Preferred Stock
Stockholders Equity [Line Items]
Preferred stock, shares authorized						728,058
Series A-1, A-2 and A-3 Preferred Stock
Stockholders Equity [Line Items]
Issuance of series A convertible preferred stock for cash, net of issuance costs (Shares)		4,151,942
Temporary equity stock shares issued during the period shares		5,845,071

Stockholders' Equity - Summary

Stockholders' Equity - Summary of Restricted Common Stock Awards (Details) - Restricted Common Stock Subject to Repurchase or Forfeiture - shares	10 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Stockholders Equity [Line Items]
Beginning balance	0	9,656,049
Issued shares	9,843,286	105,585
Forfeited shares	(187,237)
Vested shares		(4,148,171)
Ending balance	9,656,049	5,613,463

Stock-Based Compensation - Addi

Stock-Based Compensation - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2021	Jan. 01, 2022	Dec. 23, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation	$ 11,500,000
Weighted-average period	3 years 4 months 24 days
2020 Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price			$ 1.4078
2021 Equity incentive plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock were reserved for issuance	13,000,000
Total intrinsic value of options exercised	$ 0
weighted-average grant date fair value	$ 3.78
Stock Issued During Period, Shares, Period Increase (Decrease)	3,118,949
Number of shares authorized for issuance		16,118,949
Maximum [Member] | 2020 Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number			2,878,138
Minimum [Member] | 2020 Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number			2,044,433
Minimum [Member] | 2021 Equity incentive plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares remained available for grant	9,664,206

Stock-Based Compensation - Sche

Stock-Based Compensation - Schedule of Stock Option Activity for Employee and Nonemployee Awards and Related Information (Detail) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Share-based Payment Arrangement [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | shares	0
Number of Shares, Granted | shares	3,492,146
Exercised | shares	(1,408)
Cancelled | shares	(162,600)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | shares	3,328,138
Outstanding and expected to vest | shares	29,578
Weighted- Average Exercise Price per Share, Granted | $ / shares	$ 5.49
Weighted- Average Exercise Price per Share, ending balance | $ / shares	5.57
Weighted- Average Exercise Price per Share, Vested and exercisable | $ / shares	$ 4.71
Weighted- Average Remaining Contractual Term	9 years 7 months 6 days
Weighted- Average Remaining Contractual Term Vested and exercisable	9 years 7 months 6 days
Weighted- Average Grant Date(Fair value), granted | $ / shares	$ 3.78
Weighted- Average Grant Date (Fair Value), ending balance | $ / shares	3.83
Weighted- Average Grant Date (Fair Value), vested and exercisable | $ / shares	$ 3.18
Aggregate Intrinsic Value , ending balance | $	$ 35,936
Aggregate Intrinsic Value, vested and exercisable | $	$ 346

Stock-Based Compensation - Sc_2

Stock-Based Compensation - Schedule of Weighted-average Assumptions Option Pricing Model to Determine Fair Value of Stock Options (Details)	12 Months Ended
	Dec. 31, 2021USD ($)$ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield | $	$ 0
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	1.49%
Expected volatility	81.56%
Expected option life (in years)	6 years 3 months
Exercise price	$ 9.80
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	0.47%
Expected volatility	78.28%
Expected option life (in years)	5 years 3 months 7 days
Exercise price	$ 0.01

Stock-Based Compensation - Sc_3

Stock-Based Compensation - Schedule Allocation of Stock-Based Compensation Expense (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2021USD ($)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based Payment Arrangement, Expense	$ 1,221
Research and Development Expense
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based Payment Arrangement, Expense	461
General and Administrative Expense
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based Payment Arrangement, Expense	$ 760

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Income Taxes [Line Items]
Provision for income taxes	$ 0	$ 0
Valuation allowance	1,112,000	9,392,000
Change in the Valuation Allowance		8,300,000
Unrecognized tax benefit balance	468,000	475,000
Accruals for interest or penalties	0	0
Recognized interest or penalties	$ 0	$ 0
Cumulative change in Ownership		50.00%
CARES act of 2020, net operating loss carryback period		3 years
Federal
Income Taxes [Line Items]
Net operating loss (NOL) carryforwards		$ 41,000,000
Federal | Research and Development Tax Credit Carryforward [Member]
Income Taxes [Line Items]
Tax credit carryforwards		0
State
Income Taxes [Line Items]
Net operating loss (NOL) carryforwards		$ 600,000
Net operating loss (NOL) carryforwards, expiration year		2041
Tax credit carryforwards		$ 13,000
Tax Credit carry forward, indefinite		$ 39,000
State | Beginning Year
Income Taxes [Line Items]
Tax Credit Carryforward, Expiration Year		2036
State | Research and Development Tax Credit Carryforward [Member]
Income Taxes [Line Items]
Tax credit carryforwards		$ 52,000

Income Taxes - Reconciliation o

Income Taxes - Reconciliation of Income Taxes (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Expected income tax benefit at statutory rates	$ (2,731,000)	$ (8,089,000)
State income tax, net of federal benefit	0	(23,000)
Permanent items and other	34,000	101,000
SAFE accounting fair value adjustment	1,616,000	0
Research and development credits	(31,000)	(15,000)
Change in valuation allowance	1,112,000	8,026,000
Income tax expense (benefit)	$ 0	$ 0

Income Taxes - Components of De

Income Taxes - Components of Deferred Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred income tax assets:
Net operating loss carryforward	$ 8,647	$ 1,078
Research credit carryforwards	41	31
Other, net	704	3
Total deferred tax assets	9,392	1,112
Less valuation allowance	(9,392)	(1,112)
Deferred tax assets, net of valuation allowance	$ 0	$ 0

Income Taxes - Schedule of chan

Income Taxes - Schedule of changes to gross unrecognized tax benefits (Details) - USD ($) $ in Thousands	10 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Income Tax Contingency [Line Items]
Beginning Balance		$ 468
Additions related to current year positions	$ 468	7
Ending Balance	$ 468	$ 475

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - Consulting Arrangements - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Raniere Consulting LLC
Related Party Transactions Details [Line Items]
Consulting expenses		$ 26,500
Two Of The Current Executive Officers As Consultants [Member] | Accounts Payable Current [Member]
Related Party Transactions Details [Line Items]
Expenses incurred	$ 100,000
A Former Member Of Scientific Advisory Board Who Has Became A Member Of Board Of Director [Member] | Accounts Payable Current [Member]
Related Party Transactions Details [Line Items]
Expenses incurred	700
General and Administrative Expense | Two Of The Current Executive Officers As Consultants [Member]
Related Party Transactions Details [Line Items]
Related party transaction, Amounts of transaction	100,000
General and Administrative Expense | A Former Member Of Scientific Advisory Board Who Has Became A Member Of Board Of Director [Member]
Related Party Transactions Details [Line Items]
Expenses incurred	$ 5,000

401(k) Plan - Additional Inform

401(k) Plan - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021USD ($)
401(k) plan
Contributions to the plan	$ 0

Convertible Notes - Additional

Convertible Notes - Additional Information (Details) - Unsecured Convertible Promissory Term Notes Convertible Notes [Member] - Convertible Note Purchase Agreement [Member] $ in Millions	Nov. 15, 2021USD ($)
Short Term Debt [Line Items]
Purchase and sale of unsecured convertible promissory term notes	$ 25
Aggregate principal amount	$ 10
Interest rate, percentage	4.00%

Subsequent Events - Additional

Subsequent Events - Additional Information (Details)	Feb. 28, 2022shares
Subsequent Event [Member] | Inducement Plan [Member]
Subsequent Event [Line Items]
Common Stock Shares Authorized	1,500,000