Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2021 | |
Cover Page | |
Document Type | S-1 |
Entity Registrant Name | Surrozen, Inc./DE |
Entity Central Index Key | 0001824893 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Flag | false |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | |||
Cash and Cash Equivalents | $ 390,673 | $ 987,187 | |
Prepaid expenses | 526,805 | 790,341 | |
Total Current Assets | 917,478 | 1,777,528 | |
Cash and marketable securities held in Trust Account | 92,029,147 | 91,997,501 | |
Total assets | 92,946,625 | 93,775,029 | |
Current liabilities | |||
Accrued expenses | 1,544,646 | 290,148 | |
Total current liabilities | 1,544,646 | 290,148 | |
Warrant liability | 5,138,148 | 3,404,014 | |
Deferred underwriting fee payable | 3,220,000 | 3,220,000 | |
Total liabilities | 9,902,794 | 6,914,162 | |
Commitments and Contingencies | |||
Class A ordinary shares subject to possible redemption 7,804,383 and 8,186,086 shares at redemption value at June 30, 2021 and December 31, 2020 | 78,043,830 | 81,860,860 | |
Stockholder's Equity | |||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | |||
Additional paid-in capital | 10,938,952 | 7,121,960 | |
Accumulated deficit | (5,939,364) | (2,122,328) | |
Total Stockholder's Equity | 5,000,001 | 5,000,007 | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 92,946,625 | 93,775,029 | |
Surrozen Inc [Member] | |||
Current assets | |||
Cash and Cash Equivalents | 18,850,000 | 34,982,000 | $ 29,104,000 |
Prepaid expenses | 1,789,000 | 1,042,000 | 310,000 |
Short-term Investments | 6,598,000 | 14,200,000 | 0 |
Total Current Assets | 27,237,000 | 50,224,000 | 29,414,000 |
Property and equipment, net | 5,393,000 | 5,836,000 | 6,632,000 |
Operating lease right-of-use assets | 4,928,000 | 5,556,000 | 5,985,000 |
Other assets | 1,384,000 | 39,000 | 49,000 |
Restricted cash | 405,000 | 405,000 | 405,000 |
Total assets | 39,347,000 | 62,060,000 | 42,485,000 |
Current liabilities | |||
Accounts Payable | 1,405,000 | 1,776,000 | 972,000 |
Accrued expenses | 6,558,000 | 3,394,000 | 1,427,000 |
Lease liabilities, current portion | 2,009,000 | 2,108,000 | 1,501,000 |
Total current liabilities | 9,972,000 | 7,278,000 | 3,900,000 |
Lease liabilities, noncurrent portion | 6,553,000 | 7,489,000 | 9,199,000 |
Total liabilities | 16,525,000 | 14,767,000 | 13,099,000 |
Commitments and Contingencies | |||
Redeemable convertible preferred stock | 133,097,000 | 133,097,000 | 83,211,000 |
Stockholder's Equity | |||
Common stock | 1,000 | 1,000 | 1,000 |
Additional paid-in capital | 3,400,000 | 2,196,000 | 1,459,000 |
Accumulated deficit | (113,676,000) | (88,001,000) | (55,285,000) |
Total Stockholder's Equity | (110,275,000) | (85,804,000) | (53,825,000) |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 39,347,000 | 62,060,000 | $ 42,485,000 |
Class A ordinary | |||
Stockholder's Equity | |||
Common stock | 183 | 145 | |
Class B ordinary | |||
Stockholder's Equity | |||
Common stock | $ 230 | $ 230 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Surrozen Inc [Member] | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 120,000,000 | 120,000,000 | 85,888,000 |
Common shares, shares issued | 10,368,999 | 8,648,718 | 8,648,718 |
Common shares, shares outstanding | 10,368,999 | 8,178,290 | 8,178,290 |
Class A ordinary | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | |
Common shares, shares authorized | 350,000,000 | 350,000,000 | |
Common shares, shares issued | 1,829,617 | 1,447,914 | |
Common shares, shares outstanding | 1,829,617 | 1,447,914 | |
Temporary Equity, Shares Issued | 7,804,383 | 8,186,086 | |
Temporary equity, shares outstanding | 7,804,383 | 8,186,086 | |
Class B ordinary | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | |
Common shares, shares authorized | 150,000,000 | 150,000,000 | |
Common shares, shares issued | 2,300,000 | 2,300,000 | |
Common shares, shares outstanding | 2,300,000 | 2,300,000 | |
Temporary Equity, Shares Issued | 2,300,000 | 2,300,000 | |
Redeemable Convertible Preferred Stock [Member] | Surrozen Inc [Member] | |||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Authorized | 95,289,938 | 95,289,938 | 68,555,555 |
Temporary Equity, Shares Issued | 95,289,932 | 95,289,932 | 66,718,509 |
Temporary equity, shares outstanding | 95,289,932 | 95,289,932 | 66,718,509 |
Temporary Equity, Liquidation Preference | $ 133,300 | $ 133,300 | $ 83,300 |
Condensed Statements Of Operati
Condensed Statements Of Operations - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating and formation costs | $ 1,049,339 | $ 438,756 | $ 2,114,548 | |||
Loss from operations | (1,049,339) | (438,756) | (2,114,548) | |||
Other expense: | ||||||
Interest earned on marketable securities held in Trust Account | 8,534 | 5,892 | 31,646 | |||
Transaction costs associated with initial public offering | (107,519) | |||||
Unrealized gain on marketable securities held in Trust Account | (6,299) | (8,391) | 0 | |||
Changes in fair value of warrant liability | (2,536,968) | (1,573,554) | (1,734,134) | |||
Other expense, net | (2,534,733) | (1,683,572) | (1,702,488) | |||
Net loss | $ (3,584,072) | $ (2,122,328) | (3,817,036) | |||
Surrozen Inc [Member] | ||||||
Research and development | 18,866,000 | $ 10,076,000 | $ 25,684,000 | $ 19,603,000 | ||
General and administrative | 6,825,000 | 3,254,000 | 7,123,000 | 5,503,000 | ||
Total Operating Expenses | 25,691,000 | 13,330,000 | 32,807,000 | 25,106,000 | ||
Loss from operations | (25,691,000) | (13,330,000) | (32,807,000) | (25,106,000) | ||
Other income | 16,000 | 76,000 | 91,000 | 744,000 | ||
Other expense: | ||||||
Net loss | $ (25,675,000) | $ (13,254,000) | $ (32,716,000) | $ (24,362,000) | ||
Basic and diluted net income (Loss) per share | $ (3.11) | $ (1.85) | $ (4.42) | $ (4.13) | ||
Basic and diluted weighted average shares outstanding | 8,244,336 | 7,180,539 | 7,394,290 | 5,899,669 | ||
Class A ordinary shares subject to redemption | ||||||
Other expense: | ||||||
Basic and diluted net income (Loss) per share | $ 0 | $ 0 | $ 0 | |||
Basic and diluted weighted average shares outstanding | 8,162,790 | 8,181,335 | 8,174,309 | |||
Non-redeemable ordinary shares | ||||||
Other expense: | ||||||
Net loss | $ (3,584,072) | $ (2,122,328) | $ (3,817,036) | |||
Basic and diluted net income (Loss) per share | $ (0.95) | $ (0.86) | $ (1.02) | |||
Basic and diluted weighted average shares outstanding | 3,771,210 | 2,461,095 | 3,759,691 |
Condensed Statement Of Changes
Condensed Statement Of Changes In Shareholders' Equity - USD ($) | Total | Surrozen Inc [Member] | Series B Redeemable Convertible Convertible Preferred Stock [Member]Surrozen Inc [Member] | Series C Redeemable Convertible Preferred Stock [Member]Surrozen Inc [Member] | Common StockSurrozen Inc [Member] | Common StockClass A ordinary | Common StockClass B ordinary | Additional Paid-in Capital | Additional Paid-in CapitalSurrozen Inc [Member] | Accumulated Deficit | Accumulated DeficitSurrozen Inc [Member] |
Balance at the beginning at Dec. 31, 2018 | $ (30,338,000) | $ 54,355,000 | $ 1,000 | $ 584,000 | $ (30,923,000) | ||||||
Balance at the beginning (in shares) at Dec. 31, 2018 | 47,470,367 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of Series redeemable convertible preferred stock, net of issuance costs of $16 , Redeemable convertible preferred stock | $ 28,856,000 | ||||||||||
Issuance of Series redeemable convertible preferred stock, net of issuance costs of $16 , Redeemable convertible preferred stock (in shares) | 19,248,142 | ||||||||||
Exercises of stock options | 61,000 | 61,000 | |||||||||
Exercises of stock options (in shares) | 337,979 | ||||||||||
Reclassification to liability for early exercised stock options | (59,000) | (59,000) | |||||||||
Vesting of early exercised stock options | 83,000 | 83,000 | |||||||||
Repurchase of early exercised stock options (in shares) | (98,584) | ||||||||||
Stock-based compensation expense | 790,000 | 790,000 | |||||||||
Net income (loss) | (24,362,000) | (24,362,000) | |||||||||
Balance at the end at Dec. 31, 2019 | (53,825,000) | $ 83,211,000 | $ 83,211,000 | $ 1,000 | 1,459,000 | (55,285,000) | |||||
Balance at the end (in shares) at Dec. 31, 2019 | 66,718,509 | 66,718,509 | 8,178,290 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of Series redeemable convertible preferred stock, net of issuance costs of $16 , Redeemable convertible preferred stock | $ 49,886,000 | ||||||||||
Issuance of Series redeemable convertible preferred stock, net of issuance costs of $16 , Redeemable convertible preferred stock (in shares) | 28,571,423 | ||||||||||
Exercises of stock options | 92,000 | 92,000 | |||||||||
Exercises of stock options (in shares) | 261,583 | ||||||||||
Reclassification to liability for early exercised stock options | (78,000) | (78,000) | |||||||||
Vesting of early exercised stock options | 42,000 | 42,000 | |||||||||
Stock-based compensation expense | 308,000 | 308,000 | |||||||||
Restricted stock forfeited (in shares) | (29,167) | ||||||||||
Net income (loss) | (13,254,000) | (13,254,000) | |||||||||
Balance at the end at Jun. 30, 2020 | (66,715,000) | $ 133,097,000 | $ 1,000 | 1,823,000 | (68,539,000) | ||||||
Balance at the end (in shares) at Jun. 30, 2020 | 95,289,932 | 8,410,706 | |||||||||
Balance at the beginning at Dec. 31, 2019 | (53,825,000) | $ 83,211,000 | $ 83,211,000 | $ 1,000 | 1,459,000 | (55,285,000) | |||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 66,718,509 | 66,718,509 | 8,178,290 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of Series redeemable convertible preferred stock, net of issuance costs of $16 , Redeemable convertible preferred stock | $ 49,886,000 | ||||||||||
Issuance of Series redeemable convertible preferred stock, net of issuance costs of $16 , Redeemable convertible preferred stock (in shares) | 28,571,423 | ||||||||||
Exercises of stock options | $ 167,000 | 167,000 | |||||||||
Exercises of stock options (in shares) | 407,000 | 407,533 | |||||||||
Reclassification to liability for early exercised stock options | $ (150,000) | (150,000) | |||||||||
Vesting of early exercised stock options | 85,000 | 85,000 | |||||||||
Repurchase of early exercised stock options (in shares) | (7,938) | ||||||||||
Stock-based compensation expense | 635,000 | 635,000 | |||||||||
Restricted stock granted (in shares) | 100,000 | ||||||||||
Restricted stock forfeited (in shares) | (29,167) | ||||||||||
Net income (loss) | (32,716,000) | (32,716,000) | |||||||||
Balance at the end at Dec. 31, 2020 | $ 5,000,007 | (85,804,000) | $ 133,097,000 | $ 133,097,000 | $ 1,000 | $ 145 | $ 230 | $ 7,121,960 | 2,196,000 | $ (2,122,328) | (88,001,000) |
Balance at the end (in shares) at Dec. 31, 2020 | 95,289,932 | 95,289,932 | 8,648,718 | 1,447,914 | 2,300,000 | ||||||
Balance at the beginning at Aug. 21, 2020 | 0 | $ 0 | $ 0 | 0 | 0 | ||||||
Balance at the beginning (in shares) at Aug. 21, 2020 | 0 | 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Aggregate purchase price | 25,000 | $ 230 | 24,770 | ||||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 2,300,000 | ||||||||||
Sale of Units, net of underwriting discounts, offering costs and warrant liability | 86,113,691 | $ 920 | 86,112,771 | ||||||||
Sale of Units, net of underwriting discounts, offering costs and warrant liability (in shares) | 9,200,000 | ||||||||||
Sale of Private Placement Units, net of warrant liability | 2,844,504 | $ 43 | 2,844,461 | ||||||||
Sale of Private Placement Units, net of warrant liability (in shares) | 434,000 | ||||||||||
Class A ordinary shares subject to possible redemption | (81,860,860) | $ (818) | (81,860,042) | ||||||||
Class A ordinary shares subject to possible redemption (in shares) | (8,186,086) | ||||||||||
Net income (loss) | (2,122,328) | (2,122,328) | |||||||||
Balance at the end at Dec. 31, 2020 | 5,000,007 | (85,804,000) | $ 133,097,000 | $ 133,097,000 | $ 1,000 | $ 145 | $ 230 | 7,121,960 | 2,196,000 | (2,122,328) | (88,001,000) |
Balance at the end (in shares) at Dec. 31, 2020 | 95,289,932 | 95,289,932 | 8,648,718 | 1,447,914 | 2,300,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Change in value of Class A ordinary shares subject to redemption | 232,960 | $ 2 | 232,958 | ||||||||
Change in value of Class A ordinary shares subject to redemption (in shares) | 23,296 | ||||||||||
Net income (loss) | (232,964) | (232,964) | |||||||||
Balance at the end at Mar. 31, 2021 | 5,000,003 | $ 147 | $ 230 | 7,354,918 | (2,355,292) | ||||||
Balance at the end (in shares) at Mar. 31, 2021 | 1,471,210 | 2,300,000 | |||||||||
Balance at the beginning at Dec. 31, 2020 | 5,000,007 | (85,804,000) | $ 133,097,000 | $ 133,097,000 | $ 1,000 | $ 145 | $ 230 | 7,121,960 | 2,196,000 | (2,122,328) | (88,001,000) |
Balance at the beginning (in shares) at Dec. 31, 2020 | 95,289,932 | 95,289,932 | 8,648,718 | 1,447,914 | 2,300,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Exercises of stock options | $ 305,000 | 305,000 | |||||||||
Exercises of stock options (in shares) | 720,531 | 720,531 | |||||||||
Vesting of early exercised stock options | $ (185,000) | (185,000) | |||||||||
Repurchase of early exercised stock options | 77,000 | 77,000 | |||||||||
Repurchase of early exercised stock options (in shares) | (6,500) | ||||||||||
Stock-based compensation expense | 1,007,000 | 1,007,000 | |||||||||
Restricted stock granted (in shares) | 1,100,000 | ||||||||||
Restricted stock forfeited (in shares) | (93,750) | ||||||||||
Net income (loss) | (3,817,036) | (25,675,000) | (25,675,000) | ||||||||
Balance at the end at Jun. 30, 2021 | 5,000,001 | (110,275,000) | $ 133,097,000 | $ 1,000 | $ 183 | $ 230 | 10,938,952 | 3,400,000 | (5,939,364) | (113,676,000) | |
Balance at the end (in shares) at Jun. 30, 2021 | 95,289,932 | 10,368,999 | 1,829,617 | 2,300,000 | |||||||
Balance at the beginning at Mar. 31, 2021 | 5,000,003 | $ 147 | $ 230 | 7,354,918 | (2,355,292) | ||||||
Balance at the beginning (in shares) at Mar. 31, 2021 | 1,471,210 | 2,300,000 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Change in value of Class A ordinary shares subject to redemption | 3,584,070 | $ 36 | 3,584,034 | ||||||||
Change in value of Class A ordinary shares subject to redemption (in shares) | 358,407 | ||||||||||
Net income (loss) | (3,584,072) | (3,584,072) | |||||||||
Balance at the end at Jun. 30, 2021 | $ 5,000,001 | $ (110,275,000) | $ 133,097,000 | $ 1,000 | $ 183 | $ 230 | $ 10,938,952 | $ 3,400,000 | $ (5,939,364) | $ (113,676,000) | |
Balance at the end (in shares) at Jun. 30, 2021 | 95,289,932 | 10,368,999 | 1,829,617 | 2,300,000 |
Condensed Statement Of Change_2
Condensed Statement Of Changes In Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands | 4 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Sale of Units, net of underwriting discounts, offering costs and warrant liability (in shares) | 9,200,000 | |||
Sale of Private Placement Units, net of warrant liability | 434,000 | 434,000 | ||
Series B Redeemable Convertible Convertible Preferred Stock [Member] | ||||
Adjustment to additional paid in capital stock issuance costs | $ 16 | |||
Series C Redeemable Convertible Preferred Stock [Member] | ||||
Adjustment to additional paid in capital stock issuance costs | $ 114 | |||
Series C Redeemable Convertible Preferred Stock [Member] | Surrozen Inc [Member] | ||||
Adjustment to additional paid in capital stock issuance costs | $ 113 |
Condensed Statement Of Cash Flo
Condensed Statement Of Cash Flows - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||||||
Net loss | $ (2,122,328) | $ (3,817,036) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Payment of formation costs through issuance of Class B ordinary shares | 4,961 | |||||
Interest earned on marketable securities held in Trust Account | (5,892) | (31,646) | ||||
Changes in fair value of warrant liability | 1,573,554 | 1,734,134 | ||||
Transaction costs in connection with the initial public offering | 107,519 | |||||
Unrealized gain on marketable securities held in Trust Account | $ 6,299 | 8,391 | 0 | |||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses and other current assets | (790,341) | 263,536 | ||||
Accrued liabilities | 290,148 | 1,254,498 | ||||
Net cash used in operating activities | (933,988) | (596,514) | ||||
Cash Flows from Investing Activities: | ||||||
Investment of cash in Trust Account | (92,000,000) | |||||
Net cash used in investing activities | (92,000,000) | |||||
Cash Flows from Financing Activities: | ||||||
Proceeds from sale of Units, net of underwriting discounts paid | 90,160,000 | |||||
Proceeds from sale of Private Placement Units | 4,340,000 | |||||
Proceeds from promissory note - related party | 147,753 | |||||
Repayment of promissory note - related party | (147,753) | |||||
Payment of offering costs | (578,825) | |||||
Net cash provided by financing activities | 93,921,175 | |||||
Net Change in Cash | 987,187 | (596,514) | ||||
Cash – Beginning of period | 0 | 987,187 | ||||
Cash – End of period | 390,673 | 987,187 | 390,673 | $ 987,187 | ||
Non-Cash investing and financing activities: | ||||||
Initial classification of Class A ordinary shares subject to possible redemption | 72,522,937 | |||||
Change in value of Class A ordinary shares subject to possible redemption | (2,429,850) | (3,817,030) | ||||
Initial classification of warrant liability | 1,830,460 | |||||
Offering costs paid directly by Sponsor from proceeds from issuance of Class B ordinary shares | 20,039 | |||||
Deferred underwriting fee payable | 3,220,000 | |||||
Cash and Cash Equivalents [Abstract] | ||||||
Cash and cash equivalents | 390,673 | 987,187 | 390,673 | 987,187 | ||
Cash and cash equivalents and restricted cash | 390,673 | 987,187 | 390,673 | 987,187 | ||
Surrozen Inc [Member] | ||||||
Cash Flows from Operating Activities: | ||||||
Net loss | (25,675,000) | $ (13,254,000) | (32,716,000) | $ (24,362,000) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation | 1,003,000 | 1,017,000 | 1,937,000 | 2,283,000 | ||
Stock-based compensation | 1,007,000 | 308,000 | 635,000 | 790,000 | ||
Non-cash lease expense | 628,000 | 403,000 | 992,000 | 661,000 | ||
Amortization of premium on investment securities, net | 1,000 | 0 | ||||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses and other current assets | (747,000) | (438,000) | (732,000) | 198,000 | ||
Accrued liabilities | 2,245,000 | 676,000 | 1,903,000 | 46,000 | ||
Other assets | (1,000) | 10,000 | 10,000 | 0 | ||
Accounts payable | (637,000) | (228,000) | 537,000 | 639,000 | ||
Lease liabilities | (1,035,000) | (719,000) | (1,666,000) | (1,311,000) | ||
Net cash used in operating activities | (23,212,000) | (12,225,000) | (29,099,000) | (21,056,000) | ||
Cash Flows from Investing Activities: | ||||||
Purchases of property and equipment | (404,000) | (167,000) | (874,000) | (1,563,000) | ||
Purchases of investment securities | (14,201,000) | 0 | ||||
Purchases of marketable securities | (1,098,000) | 0 | ||||
Maturities of marketable securities | 8,700,000 | 0 | ||||
Net cash used in investing activities | 7,198,000 | (167,000) | (15,075,000) | (1,563,000) | ||
Cash Flows from Financing Activities: | ||||||
Payments of deferred transaction costs | (422,000) | 0 | ||||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 0 | 49,887,000 | 49,886,000 | 28,856,000 | ||
Proceeds from exercise of stock options | 305,000 | 92,000 | 167,000 | 61,000 | ||
Repurchases of early exercised stock options | (1,000) | 0 | (1,000) | (13,000) | ||
Net cash provided by financing activities | (118,000) | 49,979,000 | 50,052,000 | 28,904,000 | ||
Net Change in Cash | (16,132,000) | 37,587,000 | 5,878,000 | 6,285,000 | ||
Cash – Beginning of period | 35,387,000 | 29,509,000 | 29,509,000 | 23,224,000 | ||
Cash – End of period | 19,255,000 | 35,387,000 | 19,255,000 | 67,096,000 | 35,387,000 | 29,509,000 |
Supplemental disclosure of noncash investing and financing activities: | ||||||
Capital expenditures in accounts payable | 156,000 | 0 | 267,000 | 0 | ||
Vesting of early exercises of stock options | 77,000 | 42,000 | 85,000 | 83,000 | ||
Reclassification to liability for early exercised stock options | 185,000 | 78,000 | 150,000 | 59,000 | ||
Right-of-use asset obtained in exchange for operating lease liabilities | 0 | 563,000 | 563,000 | 0 | ||
Deferred transaction costs included in accounts payable and accrued liabilities | 922,000 | 0 | ||||
Cash and Cash Equivalents [Abstract] | ||||||
Cash and cash equivalents | 18,850,000 | 34,982,000 | 18,850,000 | 66,691,000 | 34,982,000 | 29,104,000 |
Restricted cash | 405,000 | 405,000 | 405,000 | 405,000 | 405,000 | 405,000 |
Cash and cash equivalents and restricted cash | $ 19,255,000 | $ 35,387,000 | $ 19,255,000 | $ 67,096,000 | $ 35,387,000 | $ 29,509,000 |
Description of Organization and
Description of Organization and Business Operations | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Consonance-HFW Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 21, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 21, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income The registration statement for the Company’s Initial Public Offering became effective on November 18, 2020. On November 23, 2020, the Company consummated the Initial Public Offering of 8,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $80,000,000 which is described in Note 4. Simultaneously with the consummation of the Initial Public Offering, the Company consummated the sale of 410,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to Consonance Life Sciences (the “Sponsor”), generating gross proceeds of $4,100,000, which is described in Note 5. Following the consummation of the Initial Public Offering on November 23, 2020, an amount of $80,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. On December 1, 2020, the underwriters fully exercised their over-allotment option, resulting in an additional 1,200,000 Units issued for an aggregate amount of $12,000,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 24,000 Private Placement Units at $10.00 per Private Placement Unit, generating total proceeds of $12,240,000. A total of $12,000,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $92,000,000. Transaction costs amounted to $5,658,864, consisting of $1,840,000 of underwriting fees, $3,220,000 of deferred underwriting fees and $598,864 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting commissions held in the Trust Account and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Consonance-HFW The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2021, the Company had not commenced any operations. All activity through June 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering became effective on November 18, 2020. On November 23, 2020, the Company consummated the Initial Public Offering of 8,000,000 units (the “Units” and individually a “Unit” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $80,000,000 which is described in Note 3. Simultaneously with the consummation of the Initial Public Offering, the Company consummated the sale of 410,000 units (the “Private Placement Units” and individually a “Private Placement Unit”) at a price of $10.00 per Private Placement Unit in a private placement to Consonance Life Sciences (the “Sponsor”), generating gross proceeds of $4,100,000, which is described in Note 4. Following the consummation of the Initial Public Offering on November 23, 2020, an amount of $80,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 On December 1, 2020, the underwriters fully exercised their over-allotment option, resulting in an additional 1,200,000 Units issued for an aggregate amount of $12,000,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 24,000 Private Placement Units at $10.00 per Private Placement Unit, generating total proceeds of $12,240,000. A total of $12,000,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $92,000,000. Transaction costs amounted to $5,658,864, consisting of $1,840,000 of underwriting fees, $3,220,000 of deferred underwriting fees and $598,864 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting commissions held in the Trust Account and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. On April 15, 2021, the Company has entered into a Business Combination agreement with Surrozen, Inc., see Note 10. Subsequent Events — Business Combination Agreement, PIPE Financing and Proxy Statement, however, There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. On June 24, 2021, the Company filed a Proxy Statement on Schedule 14A with the Securities and Exchange Commission (the “SEC”), see Note 10. Subsequent Events — Business Combination Agreement, PIPE Financing and Proxy Statement. Business Combination Agreement, PIPE Financing and Proxy Statement On April 15, 2021, the Company entered into a business combination agreement (the “Business Combination Agreement”) with Surrozen, Inc. (“Surrozen”), pursuant to which a wholly-owned subsidiary of the Company will merge with and into Surrozen, with Surrozen surviving as a wholly-owned subsidiary of the Company and the Company will redomicile as a Delaware corporation. In accordance with the terms and subject to the conditions of the Business Combination Agreement, each share and equity award (whether vested or unvested) of Surrozen outstanding as of closing will be exchanged for shares of the Company’s common stock or comparable equity awards that are settled or are exercisable for shares of the Company’s common stock, as applicable, based on an implied Surrozen equity value of $200,000,000 and a $10.00 per share value of the Company’s common stock. In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements with certain investors (the “Subscription Agreement(s)” and such investors, the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the PIPE Investors, an aggregate of 12,020,000 units, each consisting of one share of the Company’s common stock and one-third Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 effecting our Business Combination, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Organization
Organization | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Surrozen Inc [Member] | ||
Organization | Note 1. Organization Description of Business Surrozen Inc. (the “Company” also referred to as “Surrozen”) is a preclinical stage biotechnology company committed to discovering and developing drug candidates to selectively modulate the Wnt pathway, a critical mediator of tissue repair, in a broad range of organs and tissues. The Company is located in South San Francisco , California Business Combination and Private Investment in Public Entity Financing On April 15, 2021, the Company entered into a business combination agreement with Consonance-HFW Acquisition Corp, a Cayman Islands exempted company (“CHFW”) and Perseverance Merger Sub Inc., a subsidiary of CHFW (“Merger Sub”). Upon closing of the business combination, CHFW will become a Delaware corporation and will be renamed to Surrozen, Inc. (“New Surrozen”), and Merger Sub will merge with and into the Company, with the Company as the surviving company and, after giving effect to such merger, continuing as a wholly-owned subsidiary of New Surrozen. Pursuant to the business combination agreement, the Company’s outstanding equity shares and equity awards (whether vested or unvested) as of closing will be exchanged for shares of New Surrozen’s common stock or comparable equity awards that are settled or are exercisable for shares of New Surrozen’s common stock. Additionally, immediately after the consummation of the business combination, certain investors, including certain of the Company’s existing stockholders, committed to subscribe for and purchase an aggregate of 12,020,000 10.00 one and one third one On August 11, 2021, the Company received gross proceeds of $ 144.7 Liquidity, Capital Resources and Going Concern The Company has incurred net operating losses each period since inception. During the six months ended June 30, 2021, the Company incurred a net loss of million. During the six months ended June 30, 2021, the Company used $23.2 million of cash in operations. As of June 30, 2021, the Company had an accumulated deficit of approximately $113.7 million. The Company expects operating losses to continue in the foreseeable future because of additional costs and expenses related to the research and development activities. To date, the Company has been able to fund its operations through private placements of redeemable convertible preferred stock. As of June 30, 2021, the Company had cash and cash equivalents of $18.9 million and short-term investments of $6.6 million. Management believes that the existing cash, cash equivalents, and short-term investments, together with net proceeds from the business combination and PIPE Financing are sufficient for the Company to continue operating activities for at least the next 12 The Company plans to continue to fund its operations through public or private equity financings, debt financings or other capital sources, including government grants, potential collaborations with other companies or other strategic transactions. The Company’s ultimate success depends on the outcome of its research and development activities. Failure to generate sufficient cash flows from operations, raise additional capital and reduce discretionary spending could have a material adverse effect on the Company’s ability to achieve its intended business objectives. These factors would have a material adverse effect on the Company’s future financial results, financial position and cash flows. The Company’s business has been and could continue to be adversely affected by the evolving Coronavirus Disease 2019 (COVID-19) pandemic. For example, the COVID-19 pandemic has resulted in and could result in delays to the Company’s preclinical studies of its product pipeline. At this time, the extent to which the COVID-19 pandemic impacts the Company’s business will depend on future developments, which are highly uncertain and cannot be predicted. | Note 1. Organization Description of Business Surrozen, Inc. (the “Company”) is a preclinical stage biotechnology company committed to discovering and developing drug candidates to selectively modulate the Wnt pathway, a critical mediator of tissue repair, in a broad range of organs and tissues. The Company is located in South San Francisco, California Liquidity, Capital Resources and Going Concern The Company has incurred net operating losses each year since inception. During the year ended December 31, 2020, the Company incurred a net loss of $32.7 million and used $29.1 million of cash in operations. As of December 31, 2020, the Company had an accumulated deficit of approximately $88.0 million. The Company expects operating losses to continue in the foreseeable future because of additional costs and expenses related to the research and development activities. To date, the Company has been able to fund its operations through private placements of redeemable convertible preferred stock. As of December 31, 2020, the Company had cash and cash equivalents of $35.0 million and short-term investments of $14.2 million. Management does not believe that the existing financial resources are sufficient for the Company to continue operating activities and therefore has concluded that substantial doubt exists about the Company’s ability to continue as a going concern within 12 months from the date of issuance of its financial statements. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments relating to the recoverability and reclassifications of assets and liabilities that might be necessary if the Company is unable to continue as a going concern. Insufficient liquidity may require the Company to relinquish rights to product candidates at an earlier stage of development or on less favorable terms than the Company would otherwise choose. The Company plans to continue to fund its operations through public or private equity financings, debt financings or other capital sources, including government grants, potential collaborations with other companies or other strategic transactions. The Company’s ultimate success depends on the outcome of its research and development activities. Failure to generate sufficient cash flows from operations, raise additional capital and reduce discretionary spending could have a material adverse effect on the Company’s ability to achieve its intended business objectives. These factors would have a material adverse effect on the Company’s future financial results, financial position and cash flows. Risks and Uncertainties The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, uncertainty of results of clinical trials and reaching milestones, uncertainty of regulatory approval of the Company’s potential drug candidates, uncertainty of market acceptance of the Company’s products, competition from substitute products and larger companies, securing and protecting proprietary technology, strategic relationships and dependence on key individuals and sole source suppliers. Products developed by the Company require clearances from the U.S. Food and Drug Administration or other international regulatory agencies prior to commercial sales. There can be no assurance that the products will receive the necessary clearances. If the Company was denied clearance, clearance was delayed or the Company was unable to maintain clearance, it could have a materially adverse impact on the Company. The Company’s business has been and could continue to be adversely affected by the evolving Coronavirus Disease 2019 (COVID-19) pandemic. For example, the COVID-19 pandemic has resulted in and could result in delays to the Company’s preclinical studies of its product pipeline. At this time, the extent to which the COVID-19 pandemic impacts the Company’s business will depend on future developments, which are highly uncertain and cannot be predicted. |
Restatement Of Previously Issue
Restatement Of Previously Issued Financial Statements | 4 Months Ended |
Dec. 31, 2020 | |
Restatement [Abstract] | |
Restatement Of Previously Issued Financial Statements | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of ordinary shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). In connection with the audit of the Company’s financial statements for the period ended December 31, 2020, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts ASC Section 815-40-15 addresses ASC Section 815-40-15, a ASC Section 815-40-15 because a fixed-for-fixed option Company’s independent registered public accounting firm, concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash or investments held in the trust account. As Adjustments As Balance sheet as of November 23, 2020 (audited) Warrant Liability $ — $ 1,598,233 $ 1,598,233 Total Liabilities 3,167,722 1,598,233 4,765,955 Ordinary Shares Subject to Possible Redemption 74,121,170 (1,598,233 ) 72,522,937 Class A Ordinary Shares 100 18 118 Additional Paid-in Capital 5,004,636 107,501 5,112,137 Accumulated Deficit (4,961 ) (107,519 ) (112,480 ) Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 3,404,014 $ 3,404,014 Total Liabilities 3,510,148 3,404,014 6,914,162 Ordinary Shares Subject to Possible Redemption 85,264,880 (3,404,020 ) 81,860,860 Class A Ordinary Shares 111 34 145 Additional Paid-in Capital 5,440,915 1,681,045 7,121,960 Accumulated Deficit (441,255 ) (1,681,073 ) (2,122,328 ) Shareholders’ Equity 5,000,001 6 5,000,007 Period from August 20, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liability $ — $ 1,573,554 $ 1,573,554 Allocation of initial public offering costs — 107,519 107,519 Net loss (441,255 ) (1,681,073 ) (2,122,328 ) Weighted average shares outstanding of Class A redeemable ordinary shares 8,326,328 (144,993 ) 8,181,335 Weighted average shares outstanding of Class B non-redeemable 2,414,403 46,692 2,461,095 Basic and diluted net loss per share, Class B (0.18 ) (0.68 ) (0.86 ) Cash Flow Statement for the Period from August 20, 2020 (inception) to December 31, 2020 (audited) Net loss $ (441,255 ) $ (1,681,073 ) $ (2,122,328 ) Allocation of initial public offering costs — 107,519 107,519 Change in fair value of warrant liability — 1,573,554 1,573,554 Initial classification of warrant liability — 1,830,460 1,830,460 Initial classification of common stock subject to possible redemption 74,121,170 (1,598,233 ) 72,522,937 Change in value of common stock subject to possible redemption (436,290 ) (1,993,560 ) (2,429,850 ) |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Summary Of Significant Accounting Policies | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital a non-cash gain Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 3,211,334 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method Net income (loss) per share, basic and diluted, for non-redeemable ordinary of non-redeemable ordinary Non-redeemable ordinary and non-redeemable ordinary features. Non-redeemable ordinary on non-redeemable shares’ The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period Ordinary shares subject to possible redemption Numerator: Earnings allocable to ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 5,243 Unrealized gain (loss) on marketable securities held in Trust Account (7,466 ) Net income attributable to Class A ordinary shares subject to possible redemption $ (2,223 ) Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 8,181,335 Basic and diluted net loss per share, Class A ordinary shares subject to possible redemption $ 0.00 Non-Redeemable Common Numerator: Net Loss minus Net Earnings Net loss $ (2,122,328 ) Add: Net loss allocable to Class A ordinary shares subject to possible redemption 2,223 Non-Redeemable Net $ (2,120,105 ) Denominator: Weighted Average Non-redeemable ordinary Basic and diluted weighted average shares outstanding, Non-redeemable ordinary 2,461,095 Basic and diluted net loss per share, Non-redeemable ordinary $ (0.86 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At June 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the condensed financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed financial statements and prescribes a recognition threshold and measurement process for condensed financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 3,211,334 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two-class Net loss per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Six Months Class A ordinary Shares subject to possible redemption Numerator: Earnings allocable to Class A ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 7,239 $ 26,845 Unrealized loss on marketable securities held in Trust Account Less: interest available to be withdrawn for working capital (5,343 ) — Net income attributable $ 1,896 $ 26,845 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 8,162,790 8,174,309 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ — $ — Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (3,584,072 ) $ (3,817,036 ) Less: Net income allocable to Class A ordinary shares subject to possible redemption (1,896 ) (26,845 ) Non-Redeemable $ (3,585,968 ) $ (3,843,881 ) Denominator: Weighted Average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 3,771,210 3,759,691 Basic and diluted net loss per share, Non-redeemable $ (0.95 ) $ (1.02 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options 470-20) Derivatives and Hedging — Contracts in Entity’s Own Equity 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 | |
Surrozen Inc [Member] | |||
Summary Of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s condensed interim financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The Company has no subsidiaries. Use of Estimates The preparation of condensed interim financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed interim financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying condensed interim financial statements include, but are not limited to, certain accruals for research and development activities, the fair value of common stock, stock-based compensation expense, uncertain tax positions and lease liabilities. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could materially differ from those estimates. Unaudited Condensed Interim Financial Statements The accompanying condensed balance sheet as of June 30, 2021, the condensed statements of redeemable convertible preferred stock and stockholders’ deficit and the condensed statements of operations and comprehensive loss for the six months ended June 30, 2021 and 2020, and the condensed statements of cash flows for the six months ended June 30, 2021 and 2020 are unaudited. The unaudited condensed interim financial statements have been prepared on the same basis as the audited annual financial statements and, in management’s opinion, include all adjustments consisting of only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of June 30, 2021, its results of operations for the six months ended June 30, 2021 and 2020, and its cash flows for the six months ended June 30, 2021 and 2020. The financial data and the other financial information disclosed in the notes to these condensed interim financial statements related to the six-month periods These condensed interim financial statements should be read in conjunction with the Company’s audited financial statements for the years ended December 31, 2020 and 2019. Deferred Transaction Costs The Company capitalizes transaction costs consisting of direct, incremental legal, accounting and other fees in connection with the anticipated business combination with CHFW (see Note 1). The deferred transaction costs will be offset against the proceeds from the transaction upon the consummation of the business combination. Should the business combination be abandoned, the deferred transaction costs will be expensed immediately as a charge to operating expenses in the condensed statements of operations and comprehensive loss. As of June 30, 2021, the Company incurred $1.3 million of deferred transaction costs, which were included in other assets on the condensed balance sheet. As of December 31, 2020, the Company had not incurred any such costs. Restricted Cash As of both June 30, 2021 and December 31, 2020, the Company had $0.4 million of restricted cash in the form of a letter of credit for the Company’s facility lease. The restricted cash is classified as noncurrent asset as the Company is required to maintain the letter of credit for the benefit of landlord until the end of the lease term in April 2025. Concentration of Credit Risk Financial instruments, which potentially subject the Company to significant concentration of credit risk, consist of cash, cash equivalents, short-term investments and restricted cash. The Company is exposed to credit risk in the event of default to the extent recorded in the condensed balance sheets. The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institution in which its bank deposits are held. To manage credit risks related to short-term investments, the Company invests in various highly rated corporate bonds and commercial paper securities. Research and Development Expenses Research and development costs are expensed as incurred. Research and development costs consist of external and internal expenses directly attributable to the conduct of research and development programs. The external expenses include the cost of services provided by outside contractors, clinical research organizations and contract manufacturing organizations. The internal expenses include the cost of salaries, payroll taxes, stock-based compensation, employee benefits, materials, supplies, depreciation on and maintenance of research equipment, and the facility costs for laboratory space used for research and development activities, such as rent, utilities, insurance, repairs and maintenance, and general support services. The Company has entered into and may continue to enter into licensing or subscription arrangements to access and utilize certain technology. In each case, the Company evaluates if the license agreement results in the acquisition of an asset or a business. To date, none of the Company’s license agreements have been considered an acquisition of a business. For asset acquisitions, the upfront payments to acquire such licenses, as well as any future milestone payments made before product approval that do not meet the definition of a derivative, are immediately recognized as research and development expense when they are paid or become payable, provided there is no alternative future use of the rights in other research and development projects. Net Loss Per Share Basic net loss per share is calculated by dividing the net loss attributable to common shares by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive securities. Since the Company was in a loss position for the periods presented, basic net loss per share is the same as diluted net loss per share since the effects of potentially dilutive securities are antidilutive. The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive: June 30, 2021 2020 Redeemable convertible preferred stock 95,289,932 95,289,932 Options outstanding 8,429,189 4,704,000 Unvested RSAs 1,114,586 347,397 Unvested common stock subject to repurchase 615,938 741,032 Total 105,449,645 101,082,361 Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these condensed interim financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes | Note 2. Summary of Significant Accounting Policies Basis of Presentation The financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The financial statements and accompanying notes include all adjustments necessary for the fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. The Company has no subsidiaries. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying financial statements include, but are not limited to, certain accruals for research and development activities, the fair value of common stock, redeemable convertible preferred stock tranche rights liabilities, stock-based compensation expense, uncertain tax positions and lease liabilities. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could materially differ from those estimates. Segment Reporting Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one segment. Fair Value Measurement ASC 820, Fair Value Measurement Level 1—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Cash and Cash Equivalents Cash equivalents relate to securities having an original maturity of three months or less at the time of purchase. The Company limits its credit risk associated with cash and cash equivalents by placing its investments with a bank it believes is highly creditworthy, with highly rated money market funds and commercial paper. As of December 31, 2020 and 2019, cash and cash equivalents consisted of bank deposits, investments in money market funds and commercial paper. Restricted Cash As of both December 31, 2020 and 2019, the Company had $0.4 million of restricted cash. The restricted cash serves as collateral for facility leases entered into in 2016 (Note 5). Restricted cash is classified as current if the collateral will be returned in less than 12 months. Concentration of Credit Risk Financial instruments, which potentially subject the Company to significant concentration of credit risk, consist of cash and cash equivalents and short-term investments. The Company is exposed to credit risk in the event of default to the extent recorded in the balance sheets. The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institution in which its bank deposits are held. To manage credit risks related to short-term investments, the Company invests in various highly rated corporate debt and commercial paper securities. Short-term Investments The Company has investments in marketable securities. The Company’s investment policy is consistent with the definition of available-for-sale securities. These marketable securities are carried at estimated fair value with unrealized holding gains and losses included in other comprehensive income (loss) in stockholders’ deficit until realized. Gains and losses on marketable security transactions are reported on the specific-identification method. Dividend and interest income are recognized in other income on the statements of operations when earned. The Company early adopted Accounting Standards Update (ASU) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments to available-for-sale debt individual available-for-sale debt Property and Equipment Property and equipment, including leasehold improvements, are recorded at cost net of accumulated depreciation. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets as follows: Leasehold improvements Shorter of useful life of asset or lease term Computer equipment 3 years Furniture, fixtures and equipment 3-8 years Lab equipment 3 years When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations in the period realized. Maintenance and repairs are charged to operations as incurred. The leasehold improvements are any additions, alterations, or remodeling on the Company’s leased premise. Leases The Company accounts for its leases under ASC 842, Leases inception. Right-of-use assets, the non-cancelable period The Company’s lease agreement includes lease and non-lease components, and non-lease components. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparing the carrying amount to the future net undiscounted cash flows which the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future net cash flows arising from the asset. The Company has not identified any such impairment losses to date. Research and Development Expenses Research and development costs are expensed as incurred. Research and development costs consist of external and internal expenses directly attributable to the conduct of research and development programs. The external expenses include the cost of services provided by outside contractors, clinical research organizations and contract manufacturing organizations. The internal expenses include the cost of salaries, payroll taxes, stock-based compensation, employee benefits, materials, supplies, depreciation on and maintenance of research equipment, and the facility costs for laboratory space used for research and development activities, such as rent, utilities, insurance, repairs and maintenance, and general support services. The Company has entered into and may continue to enter into licensing or subscription arrangements to access and utilize certain technology. In each case, the Company evaluates if the license agreement results in the acquisition of an asset or a business. To date, none of the Company’s license agreements have been considered an acquisition of a business. For asset acquisitions, the upfront payments to acquire such licenses, as well as any future milestone payments made before product approval that do not meet the definition of a derivative, are immediately recognized as research and development expense when they are paid or become payable, provided there is no alternative future use of the rights in other research and development projects. Accrued Research and Development Expenses The Company records accruals for estimated costs of research, preclinical, and manufacturing development, which are significant components of research and development expenses, within accrued expenses in the accompanying balance sheets. A substantial portion of the Company’s ongoing research and development activities is conducted by third-party service providers. The Company accrues the costs incurred under agreements with these third parties based on estimates of actual work completed in accordance with the respective agreements. The Company determines the estimated costs through discussions with internal personnel and external service providers as to the progress, or stage of completion or actual timeline (start-date and end-date) If the actual timing of the performance of services or the level of effort varies from the estimate, the Company adjusts accrued expenses or prepaid expenses accordingly, which impact research and development expenses. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in reporting amounts that are too high or too low in any particular period. Redeemable Convertible Preferred Stock The Company has classified redeemable convertible preferred stock as temporary equity on the accompanying balance sheets because it may become redeemable due to certain change in control clauses that are outside of the Company’s control. The carrying value of the redeemable convertible preferred stock has not been accreted to their redemption value as these events are not considered probable of occurrence. Subsequent adjustments of the carrying values to redemption values will be made only if and when it becomes probable redemption will occur. Stock-Based Compensation The Company has an equity incentive plan under which various types of equity-based awards including, but not limited to, incentive stock options, non-qualified stock The Company recognizes stock-based compensation expense for all stock-based payments. Employee stock-based compensation cost is estimated at the grant date based on the fair value of the equity for financial reporting purposes and is recognized as expense over the requisite service period. Fair value of common stock for financial reporting purposes is determined considering numerous objective and subjective factors and requires judgment. These objective and subjective factors include, but are not limited to: • relevant precedent transactions involving the Company’s capital stock; • contemporaneous valuations performed by third-party specialists; • rights, preferences, and privileges of the Company’s redeemable convertible preferred stock relative to those of the Company’s common stock; • actual operating and financial performance; • current business conditions and financial projections; • likelihood of achieving a liquidity event, such as an initial public offering or a sale of the Company’s business; • the lack of marketability of the Company’s common stock, and the illiquidity of stock-based awards involving securities in a private company; • market multiples of comparable publicly traded companies; • stage of development; • industry information such as market size and growth; and • U.S. and global capital and macroeconomic conditions. The Company has elected to calculate the fair value of options based on the Black Scholes option pricing model. The Black Scholes model requires the use of various assumptions including common stock valuation, expected option life and expected stock price volatility. The Company estimates the expected term for stock options using the simplified method due to the lack of historical exercise activity. The simplified method calculates the expected term as the midpoint between the vesting date and the contractual expiration date of the award. The Company estimates the options’ volatility using volatilities of a group of public companies in a comparable industry, stage of life cycle, and size. The interest rate is derived from the U.S. Treasury instruments with maturities similar to the expected term of the Company’s stock options. The Company has not declared nor expects to declare dividends. Therefore, there is no dividend impact on the valuation of options. The Company is using the straight-line method for employee expense attribution for stock options. The Company accounts for forfeitures as they occur. Prior to the adoption of ASU No. 2018-07 on non-employees The Company remeasured the fair value of these non-employee awards ASU No. 2018-07, the recognizes non-employee compensation Comprehensive Income (Loss) The Company’s comprehensive income or loss consists of net income or loss and other comprehensive income (loss). Unrealized gains or losses on available-for-sale securities available-for-sale Net Loss Per Share Basic net loss per share is calculated using the two-class method shareholders since the participating security has no contractual obligation to share in the losses. Basic net loss per share is calculated by dividing the net loss attributable to common shares by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive securities. Shares of common stock subject to repurchase are excluded from the weighted-average shares. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method. Since the Company was in a loss position for the periods presented, basic net loss per share is the same as diluted net loss per share since the effects of potentially dilutive securities are antidilutive. The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive: December 31, 2020 2019 Redeemable convertible preferred stock 95,289,932 66,718,509 Options outstanding 6,093,611 4,091,333 Unvested RSAs 263,022 460,939 Unvested common stock subject to repurchase 590,921 839,092 Total 102,237,486 72,109,873 Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates expected to be in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized. The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is more likely than not of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits require significant judgment. Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there have been no interest or penalties charged in relation to unrecognized tax benefits. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments on available-for-sale debt In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718) Improvements to Non-employee Share-Based Payment Accounting ASU No. 2018-07 simplifies to non-employees by In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Initial Public Offering
Initial Public Offering | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
INITIAL PUBLIC OFFERING | ||
Initial Public Offering [Abstract] | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 8,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one On December 1, 2020, the underwriters fully exercised their over-allotment option, resulting in an additional 1,200,000 Units issued for an aggregate amount of $12,000,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 24,000 Private Placement Units at $10.00 per Private Placement Unit, generating total proceeds of $12,240,000. A total of $12,000,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $92,000,000 (see Note 9). | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 9,200,000 Units, inclusive of 1,200,000 Units sold to the underwriters on December 1, 2020 upon the underwriters’ election to fully exercise their over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one- On December 1, 2020, the underwriters fully exercised their over-allotment option, resulting in an additional 1,200,000 Units issued for an aggregate amount of $12,000,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 24,000 Private Placement Units at $10.00 per Private Placement Unit, generating total proceeds of $12,240,000. A total of $12,000,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $92,000,000. |
Private Placement
Private Placement | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
PRIVATE PLACEMENT | ||
Private Placement | NOTE 5. PRIVATE PLACEMENT Simultaneously with the consummation of the Initial Public Offering, the Sponsor purchased an aggregate of 410,000 Private Placement Units at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $4,100,000. On December 1, 2020, as a result of the underwriters’ election to fully exercise their over-allotment option, the Sponsor purchased an additional 24,000 Private Placement Units, at a price of $10.00 per Private Placement Unit, or $240,000 in the aggregate. Each Private Placement Unit consists of one Class A ordinary share (“Private Placement Share” or, collectively, “Private Placement Shares”) and one | NOTE 4. PRIVATE PLACEMENT Simultaneously with the consummation of the Initial Public Offering, the Sponsor purchased an aggregate of 410,000 Private Placement Units at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $4,100,000. On December 1, 2020, as a result of the underwriters’ election to fully exercise their over-allotment option, the Sponsor purchased an additional 24,000 Private Placement Units, at a price of $10.00 per Private Placement Unit, or $240,000 in the aggregate (see Note 8). Each Private Placement Unit consists of one Class A ordinary and one |
Related Party Transactions
Related Party Transactions | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On September 4, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 3,593,750 Class B ordinary shares. On October 8, 2020 and November 10, 2020, 718,750 and 575,000 Class B ordinary shares were contributed back to the Company for no consideration, respectively, resulting in there being 2,300,000 Class B ordinary shares (the “Founder Shares”) being issued and outstanding. The Founder Shares include an aggregate of up to 300,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (not including the Private Placement Shares). On December 1, 2020, the underwriters fully exercised their over-allotment option, therefore there are no Founder Shares subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share any 30-trading day Administrative Services Agreement The Company entered into an agreement, commencing on November 18, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $55,000 per month for office space and administrative support services. For the period from August 21, 2020 (inception) through December 31, 2020, the Company incurred and paid $55,000 of such fees. Promissory Note — Related Party On September 4, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Units of the post-Business Combination entity at a price of $10.00 per Private Placement Unit. The Private Placement Units would be identical to the Units. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans. | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On September 4, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 3,593,750 Class B ordinary shares. On October 8, 2020 and November 10, 2020, 718,750 and 575,000 Class B ordinary shares were contributed back to the Company for no consideration, respectively, resulting in there being 2,300,000 Class B ordinary shares (the “Founder Shares”) being issued and outstanding. The Founder Shares include an aggregate of up to 300,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (not including the Private Placement Shares). On December 1, 2020, the underwriters fully exercised their over-allotment option, therefore there are no Founder Shares subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Administrative Services Agreement The Company entered into an agreement, commencing on November 18, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $55,000 per month for office space and administrative support services. For the period three and six months ended June 30, 2021, the Company incurred and paid $165,000 and $330,000, respectively, of such fees. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Units of the post-Business Combination entity at a price of $10.00 per Private Placement Unit. The Private Placement Units would be identical to the Units. As of June 30, 2021 and December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans. | |
Surrozen Inc [Member] | |||
Related Party Transactions | Note 13. Related Party Transactions The Company has entered into license agreements with Stanford and license and option agreements with UCSF, as described in Note 6. Starting in 2018, Stanford and UCSF each invested in the Company by participating in the Company’s redeemable convertible preferred stock financings. In June 2020, UCSF purchased 4,285,714 shares of Series C redeemable convertible preferred stock for aggregate proceeds of approximately $7.5 million. As of December 31, 2020, Stanford and UCSF own approximately 4.4% and 9.6%, respectively, of the Company’s outstanding capital stock. |
Commitments and Contingencies
Commitments and Contingencies | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies | NOTE 7. COMMITMENTS Registration and Shareholder Rights Pursuant to a registration rights agreement entered into on November 18, 2020, the holders of the Founder Shares, Private Placement Units (including securities contained therein) and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $3,220,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. | NOTE 6. COMMITMENTS Registration and Shareholder Rights Pursuant to a registration rights agreement entered into on November 18, 2020, the holders of the Founder Shares, Private Placement Units (including securities contained therein) and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $3,220,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. | |
Surrozen Inc [Member] | |||
Commitments and Contingencies | Note 10. Commitments and Contingencies Indemnification From time to time, the Company enters into certain types of contracts that contingently require the Company to indemnify various parties against claims from third parties. These contracts primarily relate to (i) the Company’s bylaws, under which the Company must indemnify directors and executive officers, and may indemnify other officers and employees, for liabilities arising out of their relationship with the Company, (ii) contracts under which the Company must indemnify directors and certain officers for liabilities arising out of their relationship with the Company, (iii) contracts under which the Company may be required to indemnify customers or partners against certain claims, including claims from third parties asserting, among other things, infringement of their intellectual property rights and (iv) procurement, consulting, or license agreements under which the Company may be required to indemnify vendors, consultants or licensors for certain claims, including claims that may be brought against them arising from acts or omissions with respect to the supplied products, technology or services. From time to time, the Company may receive indemnification claims under these contracts in the normal course of business. In addition, under these contracts the Company may have to modify the accused infringing intellectual property and/or refund amounts received. In the event that one or more of these matters were to result in a claim against the Company, an adverse outcome, including a judgment or settlement, may cause a material adverse effect on the Company’s future business, operating results or financial condition. It is not possible to determine the maximum potential amount under these contracts due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. The Company maintains director and officer insurance, which may cover certain liabilities arising from the Company’s obligation to indemnify its directors and certain officers. To the date the condensed interim financial statements were issued, the Company has not incurred any material costs or accrued any liabilities in the condensed interim financial statements as a result of these provisions. Litigation The Company’s industry is characterized by frequent claims and litigation, including claims regarding intellectual property. As a result, the Company may be subject to various legal proceedings from time to time. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. Management is not aware of any pending or threatened litigation. | Note 11. Commitments and Contingencies Indemnification From time to time, the Company enters into certain types of contracts that contingently require the Company to indemnify various parties against claims from third parties. These contracts primarily relate to (i) the Company’s bylaws, under which the Company must indemnify directors and executive officers, and may indemnify other officers and employees, for liabilities arising out of their relationship with the Company, (ii) contracts under which the Company must indemnify directors and certain officers for liabilities arising out of their relationship with the Company, (iii) contracts under which the Company may be required to indemnify customers or partners against certain claims, including claims from third parties asserting, among other things, infringement of their intellectual property rights and (iv) procurement, consulting, or license agreements under which the Company may be required to indemnify vendors, consultants or licensors for certain claims, including claims that may be brought against them arising from acts or omissions with respect to the supplied products, technology or services. From time to time, the Company may receive indemnification claims under these contracts in the normal course of business. In addition, under these contracts the Company may have to modify the accused infringing intellectual property and/or refund amounts received. In the event that one or more of these matters were to result in a claim against the Company, an adverse outcome, including a judgment or settlement, may cause a material adverse effect on the Company’s future business, operating results or financial condition. It is not possible to determine the maximum potential amount under these contracts due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. The Company maintains director and officer insurance, which may cover certain liabilities arising from the Company’s obligation to indemnify its directors and certain officers. To the date the financial statements were issued, the Company has not incurred any material costs or accrued any liabilities in the financial statements as a result of these provisions. Litigation The Company’s industry is characterized by frequent claims and litigation, including claims regarding intellectual property. As a result, the Company may be subject to various legal proceedings from time to time. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. Management is not aware of any pending or threatened litigation. |
Shareholders' Equity
Shareholders' Equity | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Shareholders' Equity | NOTE 8. SHAREHOLDERS’ EQUITY Preference shares — Class A ordinary shares — Class B ordinary shares — Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of a Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, | NOTE 7. SHAREHOLDERS’ EQUITY Preference Shares Class A ordinary shares Class B ordinary shares Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of a Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted |
Warrant Liability
Warrant Liability | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | ||
WARRANT LIABILITY | NOTE 9. Warrants Warrants — The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share a 30-trading day If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that during such 30 day period holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the fair market value of the Class A ordinary shares, that if the warrants are not exercised on a cashless basis or otherwise during such 30 day period, the Company shall redeem such warrants for $0.10 per share; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders; and • if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. | NOTE 8. WARRANT LIABILITY Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that during such 30 day period holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the fair market value of the Class A ordinary shares, that if the warrants are not exercised on a cashless basis or otherwise during such 30 day period, the Company shall redeem such warrants for $0.10 per share; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders; and • if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, |
Fair Value Measurements
Fair Value Measurements | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and and non-financial assets are re-measured and The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 91,997,501 Liabilities: Warrant Liability – Public Warrants 1 3,250,667 Warrant Liability – Private Placement Warrants 3 153,347 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and Initial Measurement Both the Private Placement Warrants and the Public Warrants were initially valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820, “Fair Value Measurements” for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 92,029,147 $ 91,997,501 Liabilities: Warrant liability — Public Warrants 1 $ 4,753,334 $ 3,250,667 Warrant liability — Private Placement Warrants 3 384,814 153,347 The Warrants were accounted for as liabilities in accordance with ASC 815-40 Both the Private Placement Warrants and the Public Warrants were initially valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. As of June 30, 2021, the Public Warrants were valued using the instrument’s publicly listed trading notice as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. The Private Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates will be implied from the Company’s own public warrant pricing. A binomial lattice model methodology was also used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date. The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of January 1, 2021 $ 153,347 $ 3,250,667 $ 3,404,014 Change in valuation inputs or other assumptions (36,167 ) (766,667 ) (802,834 ) Fair value as of March 31, 2021 $ 117,180 $ 2,484,000 $ 2,601,180 Change in valuation inputs or other assumptions 267,634 2,269,334 2,536,968 Fair value as of June 30, 2021 $ 384,814 $ 4,753,334 $ 5,138,148 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy. | |
Surrozen Inc [Member] | |||
FAIR VALUE MEASUREMENTS | Note 3. Fair Value Measurement The following tables summarize the Company’s financial assets that are measured at fair value on a recurring basis (in thousands): As of June 30, 2021 Level 1 Level 2 Level 3 Total Money market funds (1) $ 8,416 $ — $ — $ 8,416 Commercial paper — 6,598 — 6,598 Total financial assets measured at fair value $ 8,416 $ 6,598 $ — $ 15,014 As of December 31, 2020 Level 1 Level 2 Level 3 Total Money market funds (1) $ 31,896 $ — $ — $ 31,896 Corporate bonds — 1,115 — 1,115 Commercial paper (2) — 15,285 — 15,285 Total financial assets measured at fair value $ 31,896 $ 16,400 $ — $ 48,296 (1) Money market funds are included in cash and cash equivalents on the condensed balance sheets as of June 30, 2021 and December 31, 2020. (2) As of December 31, 2020, marketable securities with original maturities of three months or less, in the amount of $2.2 million, are included in cash and cash equivalents on the condensed balance sheet. There have been no changes to the valuation methods utilized during the six months ended June 30, 2021. The Company’s financial instruments include cash, cash equivalents, short-term investments, restricted cash, accounts payable and accrued liabilities. The carrying amount of cash and cash equivalents, restricted cash, accounts payable, and accrued liabilities approximate their fair values due to their short-term maturities. Investments in corporate bonds and commercial paper are classified as Level 2 as they were valued based upon quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. The following tables provide the Company’s marketable securities by security type (in thousands): As of June 30, 2021 Amortized Gross Gross Estimated Commercial paper $ 6,598 $ — $ — $ 6,598 Total $ 6,598 $ — $ — $ 6,598 As of December 31, 2020 Amortized Gross Gross Estimated Corporate bonds $ 1,115 $ — $ — $ 1,115 Commercial paper 15,285 — — 15,285 Total $ 16,400 $ — $ — $ 16,400 As of June 30, 2021 and December 31, 2020, $6.6 million and $14.2 million, respectively, of marketable securities are included in short-term investments. As of June 30, 2021, all marketable securities had maturities of one year or less. Gains and losses on marketable security transactions are reported on the specific-identification method. As of June 30, 2021, no investments were in an unrealized loss position. | Note 3. Fair Value The following tables summarize the Company’s financial assets and liabilities that are measured at fair value on a recurring basis (in thousands): As of December 31, 2020 Level 1 Level 2 Level 3 Total Money market funds (1) $ 31,896 $ — $ — $ 31,896 Corporate bonds — 1,115 — 1,115 Commercial paper (2) — 15,285 — 15,285 Total financial assets measured at fair value $ 31,896 $ 16,400 $ — $ 48,296 As of December 31, 2019 Level 1 Level 2 Level 3 Total Money market funds (1) $ 28,223 $ — $ — $ 28,223 Total financial assets measured at fair value $ 28,223 $ — $ — $ 28,223 (1) Money market funds are included in cash and cash equivalents on the balance sheets as of December 31, 2020 and 2019. (2) Marketable securities with original maturities of three months or less, in the amount of $2.2 million, are included in cash and cash equivalents on the balance sheet as of December 31, 2020. There have been no changes to the valuation methods utilized during the year ended December 31, 2020. The Company’s financial instruments include cash and cash equivalents, short-term investments, accounts payable, accrued liabilities, and redeemable convertible preferred stock tranche rights liabilities. The carrying amount of cash and cash equivalents, accounts payable, and accrued liabilities approximate their fair values due to their short-term maturities. Investments in corporate bonds and commercial paper are classified as Level 2 as they were valued based upon quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. The redeemable convertible preferred stock tranche rights liabilities were initially recorded at fair value and remeasured at each reporting period and upon the exercise or expiration of the right. The redeemable convertible preferred stock tranche rights were exercised during 2019 and remeasured and reclassified to redeemable convertible preferred stock. The initial valuation of the redeemable convertible preferred stock tranche rights was determined using Level 3 unobservable inputs, and its subsequent remeasurement was not significant. The following table provides the Company’s marketable securities by security type (in thousands): As of December 31, 2020 Amortized Gross Gross Estimated Corporate bonds $ 1,115 $ — $ — $ 1,115 Commercial paper 15,285 — — 15,285 Total $ 16,400 $ — $ — $ 16,400 As of December 31, 2020, $2.2 million of marketable securities are included in cash and cash equivalents and $14.2 million are included in short-term investments. As of December 31, 2020, all marketable securities had maturities of one year or less. As of December 31, 2020, one investment of $ 1.1 1,000 The Company did no |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Surrozen Inc [Member] | ||
Balance Sheet Components | Note 4. Balance Sheet Components Accrued Liabilities Accrued liabilities consist of the following (in thousands): June 30, December 31, Payroll and related expenses $ 1,557 $ 1,673 Accrued research and development expenses 3,569 1,305 Accrued professional service fees 889 — Liability for early exercised stock options 296 188 Other accrued expenses 247 228 Accrued liabilities $ 6,558 $ 3,394 Other assets Other assets consist of the following (in thousands): June 30, December 31, Deferred transaction costs $ 1,344 $ — Other 40 39 Other assets $ 1,384 $ 39 | Note 4. Balance Sheet Components Property and Equipment, Net Property and equipment, net, consists of the following (in thousands): December 31, 2020 2019 Leasehold improvements $ 7,052 $ 7,052 Computer equipment 137 137 Furniture and office equipment 310 285 Lab equipment 6,084 4,968 Total property and equipment 13,583 12,442 Less accumulated depreciation and amortization (7,747 ) (5,810 ) Property and equipment, net $ 5,836 $ 6,632 Depreciation expense for the years ended December 31, 2020 and 2019 was $1.9 million and $2.3 million, respectively. Accrued Liabilities Accrued liabilities consist of the following (in thousands): December 31, 2020 2019 Payroll and related expenses $ 1,673 $ 1,242 Liability for early exercised stock options 188 124 Accrued research and development expenses 1,305 — Other accrued expenses 228 61 Accrued liabilities $ 3,394 $ 1,427 |
Leases
Leases | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Surrozen Inc [Member] | ||
Lessee, Lease, Description [Line Items] | ||
LEASES | Note 5. Leases In August 2016, the Company entered into a lease agreement for office space, which consists of approximately 32,813 square feet of rental space in South San Francisco, California. The office space lease is classified as an operating lease. The initial lease term commenced in May 2017 and ends in April 2025, with rent payments escalating each year. The Company has options to extend the lease for additional years, but the exercise of the option was not reasonably certain. The landlord provided the Company with a tenant improvement allowance of up to $4.6 million. In connection with the lease, the Company maintains a letter of credit for the benefit of the landlord in the amount of $0.4 million, which is recorded as restricted cash on the condensed balance sheets. In January 2020, the Company entered into a new lease agreement for a term of 18 months for approximately 6,478 square feet of space. The new office space lease is classified as an operating lease. The new lease commenced in June 2020 and rent payments escalate after 14 months. Operating lease expense during the six months ended June 30, 2021 was $1.0 million. Operating lease expense during the six months ended June 30, 2020 was $0.8 million. Aggregate future minimum rental payments under operating leases as of June 30, 2021, were as follows (in thousands): Six months ending December 31, 2021 $ 1,405 Year ending December 31, 2022 2,486 Year ending December 31, 2023 2,564 Year ending December 31, 2024 2,646 Year ending December 31, 2025 891 Total lease payments 9,992 Less: Imputed interest (1,430 ) Operating lease liabilities $ 8,562 | Note 5. Leases In August 2016, the Company entered into a lease agreement for office space, which consists of approximately 32,813 square feet of rental space in South San Francisco, California. The office space lease is classified as an operating lease. The initial lease term commenced in May 2017 and ends in April 2025, with rent payments escalating each year. The Company has options to extend the lease for additional years, but the exercise of the option was not reasonably certain. The landlord provided the Company with a tenant improvement allowance of up to $4.6 million. In connection with the lease, the Company maintains a letter of credit for the benefit of the landlord in the amount of $0.4 million, which is recorded as restricted cash on the balance sheets. In January 2020, the Company entered into a new lease agreement for a term of 18 months for approximately 6,478 square feet of space. The new office space lease is classified as an operating lease. The new lease commenced in June 2020 and rent payments escalate after 14 months. The Company has the option to terminate the lease after six months, but the exercise of the option was not reasonably certain. In connection with its operating leases, the Company has operating lease right-of-use assets Operating lease expense during the years ended December 31, 2020 and 2019 was $1.8 million and $1.6 million, respectively. Aggregate future minimum rental payments under operating leases as of December 31, 2020, were as follows (in thousands): Year ending December 31: 2021 $ 2,818 2022 2,486 2023 2,564 2024 2,646 2025 891 Total lease payments 11,405 Less: Imputed interest (1,808 ) Operating lease liability $ 9,597 The following represents supplemental information related to the Company’s operating leases: December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities (in thousands) $ 2,520 $ 2,266 Weighted-average remaining lease term (in years) 4.19 5.33 Weighted-average discount rate 8.4 % 8.5 % The Company subleased a small portion of the office space leased above. The sublease ended in 2019. Sublease income for the year ended December 31, 2019 was $0.3 million, recorded under other income in the statement of operations. |
License Agreements
License Agreements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Surrozen Inc [Member] | ||
License Agreements [Line Items] | ||
License Agreements | Note 6. License Agreements Stanford License Agreements In March 2016, the Company entered into a license agreement with Stanford, or the 2016 Stanford Agreement, which was amended in July 2016, October 2016 and January 2021, pursuant to which the Company obtained from Stanford, a worldwide, exclusive, sublicensable license under certain patents, rights, or licensed patents and technology related to its engineered Wnt surrogate molecules to make, use, import, offer to sell and sell products that are claimed by the licensed patents or that use or incorporate such technology, or licensed products, for the treatment, diagnosis and prevention of human and veterinary diseases. In consideration for this license, the Company paid Stanford a nominal upfront fee and issued an aggregate of 241,688 shares of our common stock to Stanford, the University of Washington and two co-inventors of a sub-teen double Company acquired, a one-time change non-profit non-exclusive, irrevocable, In June 2018, the Company entered into another license agreement with Stanford, or the 2018 Stanford Agreement, pursuant to which the Company obtained from Stanford, a worldwide, exclusive, sublicensable license under certain patent rights related to its surrogate R-spondin proteins, or the licensed patents, to make, use, import, offer to sell and sell products that are claimed by the licensed patents, or licensed products, for the treatment, diagnosis and prevention of human and veterinary diseases, or the exclusive field. Additionally, Stanford granted the Company a worldwide, non-exclusive, worldwide, non-exclusive license from the Company equal to a sub-single digit a one-time payment a one-time nominal other non-profit research any non-profit purpose. a non-exclusive, irrevocable, non-profit Under each of the 2016 Stanford Agreement and the 2018 Stanford Agreement, or Stanford Agreements, the Company agreed to use commercially reasonable efforts to develop and commercialize licensed products and the Company agreed to achieve certain funding and development milestones by certain dates. Unless earlier terminated, each Stanford Agreement will continue until the expiration of the patents licensed under such Stanford Agreement. The Company may terminate either Stanford Agreement at any time for any reason by providing at least 30 days’ written notice to Stanford. Stanford may terminate either Stanford Agreement if the Company breaches certain provisions of that Stanford Agreement and fail to remedy such breach within 90 days after written notice of the breach by Stanford. For the six months ended June 30, 2021, the Company paid approximately $50,000 research and development expenses related to the Stanford Agreements. For the six months ended June 30, 2020, the Company paid approximately $40,000 research and development expenses related to the Stanford Agreements. No milestone payments or earned royalties were paid by the Company to Stanford as of June 30, 2021 pursuant to the Stanford Agreements. UCSF License and Option Agreements In September and October 2016, the Company entered into two separate license and option agreements with The Regents of the University of California, or UCSF, pursuant to which the Company obtained non-exclusive licenses non-exclusive In January 2020, the Company amended and restated its license and option agreements with UCSF, or UCSF Agreement, to provide non-exclusive licenses a non-exclusive license the pre-agreed terms a sub-single digit For the six months ended June 30, 2021, the Company paid maintenance fee was paid for the six months ended June 30, 2020. For both the six months ended June 30, 2021 and 2020, the Company paid no research and development expenses related to the UCSF agreements. No milestone payments or earned royalties were paid by the Company to UCSF as of June 30, 2021 pursuant to the UCSF agreements. Unless earlier terminated, the UCSF Agreement will continue until four years from its effective date, and the Company may exercise the option to negotiate a commercial license at any time during that term. Additionally, the Company may extend the UCSF Agreement for any additional four years by paying UCSF a nominal term extension fee. The Company may terminate the UCSF Agreement at any time for any reason by providing at least 60 days’ written notice to UCSF. UCSF may terminate the UCSF Agreement if UCSF reasonably believes the Company is in material breach of the UCSF Agreement and the Company fails to remedy such breach within 60 days after written notice of such breach by UCSF. Additionally, the UCSF Agreement will automatically terminate in the event of the Company’s bankruptcy. Distributed Bio Subscription Agreement In September 2016, the Company entered into, and in January 2019 the Company amended, an antibody library subscription agreement with Distributed Bio, or the Distributed Bio Agreement, in which the Company obtained from Distributed Bio a non-exclusive license For both the six months ended June 30, 2021 and 2020, the Company did not make any payments related to the Distributed Bio Agreement. No milestone payments or earned royalties were paid by the Company to Distributed Bio as of June 30, 2021 pursuant to the Distributed Bio Agreement. Unless earlier terminated, the Distributed Bio Agreement will continue for an initial four-year term and will thereafter automatically renew for additional one-year terms. | Note 6. License Agreements Stanford License Agreements In March 2016, the Company entered into a license agreement with Stanford, or the 2016 Stanford Agreement, which was amended in July 2016, October 2016 and January 2021, pursuant to which the Company obtained from Stanford, a worldwide, exclusive, sublicensable license under certain patents, rights, or licensed patents and technology related to its engineered Wnt surrogate molecules to make, use, import, offer to sell and sell products that are claimed by the licensed patents or that use or incorporate such technology, or licensed products, for the treatment, diagnosis and prevention of human and veterinary diseases. In consideration for this license, the Company paid Stanford a nominal upfront fee and issued an aggregate of 241,688 shares of common stock to Stanford, the University of Washington and two co-inventors of Additionally, the Company agreed to pay Stanford a sub-teen double non-profit any non-profit purpose. a non-exclusive, irrevocable, In June 2018, the Company entered into another license agreement with Stanford, or the 2018 Stanford Agreement, pursuant to which the Company obtained from Stanford, a worldwide, exclusive, sublicensable license under certain patent rights related to its surrogate R-spondin proteins, or the licensed patents, to make, use, import, offer to sell and sell products that are claimed by the licensed patents, or licensed products, for the treatment, diagnosis and prevention of human and veterinary diseases, or the exclusive field. Additionally, Stanford granted the Company a worldwide, non-exclusive, sublicensable worldwide, non-exclusive license a sub-single digit a one-time payment non-profit any non-profit purpose. to non-profit and Under each of the 2016 Stanford Agreement and the 2018 Stanford Agreement, or Stanford Agreements, the Company agreed to use commercially reasonable efforts to develop and commercialize licensed products and the Company agreed to achieve certain funding and development milestones by certain dates. Unless earlier terminated, each Stanford Agreement will continue until the expiration of the patents licensed under such Stanford Agreement. The Company may terminate either Stanford Agreement at any time for any reason by providing at least 30 days’ written notice to Stanford. Stanford may terminate either Stanford Agreement if the Company breaches certain provisions of that Stanford Agreement and fail to remedy such breach within 90 days after written notice of the breach by Stanford. For the years ended December 31, 2020 and 2019, the Company paid de minimis research and development expenses related to the Stanford Agreements. No milestone payments or earned royalties were paid by the Company to Stanford during the fiscal years ended December 31, 2020 and 2019 or were due as of such date pursuant to the Stanford Agreements. UCSF License and Option Agreements In September and October 2016, the Company entered into two separate license and option agreements with The Regents of the University of California, or UCSF, pursuant to which the Company obtained non-exclusive licenses from UCSF for internal research and antibody discovery purposes and an option to negotiate with UCSF to obtain a non-exclusive license In January 2020, the Company amended and restated its license and option agreements with UCSF, or UCSF Agreement, to provide non-exclusive licenses a non-exclusive license antibodies identified or resulting from the Company’s use of such library, or licensed products. If the Company exercises the option under the UCSF Agreement, the Company and UCSF will negotiate in good faith the terms of a commercial license agreement in addition to the pre-agreed terms a sub-single digit For both the years ended December 31, 2020 and 2019, the Company paid $0.1 million for research and development expenses related to the UCSF agreements. No milestone payments or earned royalties were paid by the Company to UCSF during the fiscal years ended December 31, 2020 and 2019 or were due as of such date pursuant to the UCSF agreements. Unless earlier terminated, the UCSF Agreement will continue until four years from its effective date, and the Company may exercise the option to negotiate a commercial license at any time during that term. Additionally, the Company may extend the UCSF Agreement for any additional four years by paying UCSF a nominal term extension fee. The Company may terminate the UCSF Agreement at any time for any reason by providing at least 60 days’ written notice to UCSF. UCSF may terminate the UCSF Agreement if UCSF reasonably believes the Company is in material breach of the UCSF Agreement and the Company fails to remedy such breach within 60 days after written notice of such breach by UCSF. Additionally, the UCSF Agreement will automatically terminate in the event of the Company’s bankruptcy. Distributed Bio Subscription Agreement In September 2016, the Company entered into, and in January 2019 the Company amended, an antibody library subscription agreement with Distributed Bio, or the Distributed Bio Agreement, in which the Company obtained from Distributed Bio a non-exclusive license For the years ended December 31, 2020 and 2019, the Company incurred $0.2 million and $0.3 million, respectively, related to the Distributed Bio Agreement. No milestone payments or earned royalties were paid by the Company to Distributed Bio during the fiscal years ended December 31, 2020 and 2019 or were due as of such date pursuant to the Subscription Agreement. Unless earlier terminated, the Distributed Bio Agreement will continue for an initial four-year term and will thereafter automatically renew for additional one-year terms. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Surrozen Inc [Member] | ||
Redeemable Convertible Preferred Stock | Note 7. Redeemable Convertible Preferred Stock The following table summarizes the redeemable convertible preferred stock as of June 30, 2021 and December 31, 2020: Shares Original Issue Price Aggregate Authorized Issued Series A 33,555,555 33,555,555 $ 1.00 $ 33,556 Series B 33,162,954 33,162,954 1.50 49,744 Series C 28,571,429 28,571,423 1.75 50,000 95,289,938 95,289,932 $ 133,300 The rights, preferences and privileges of the Series A, Series B and Series C redeemable convertible preferred stock (together, the “Redeemable Convertible Preferred Stock”) are as follows: (a) Dividend Rights Through June 30, 2021, no dividends have been declared, authorized, or paid. From and after the date of issuance of the shares of Redeemable Convertible Preferred Stock, the holders of the outstanding shares of Series A, Series B and Series C redeemable convertible preferred stock are entitled to receive, when and if declared by the Board of Directors, and prior and in preference to dividends on the Company’s common stock, a noncumulative cash dividend at the rate of $0.08, $0.12, and $0.14, respectively, per share per annum. The preferred stockholders also participate in any additional dividends on an as-if converted (b) Redemption Rights The Redeemable Convertible Preferred Stock is not redeemable as of June 30, 2021. Upon certain change in control events that are outside of the Company’s control, including liquidation, sale or transfer of control of the Company, the Redeemable Convertible Preferred Stock is contingently redeemable. As such, the Redeemable Convertible Preferred Stock is classified as temporary equity. The redemption price of the Redeemable Convertible Preferred Stock is equal to their respective original issue price per share plus any declared but unpaid dividends. Any discount to liquidation preference of the Redeemable Convertible Preferred Stock is not being accreted as a deemed dividend, as it not currently probable that the Redeemable Convertible Preferred Stock will become redeemable. Subsequent adjustments to increase the carrying values to the ultimate redemption values will be made only when it becomes probable that such a liquidation event will occur. (c) Conversion Rights Each share of Redeemable Convertible Preferred Stock is, at the option of the holder, convertible into the number of fully paid and nonassessable shares of common stock as determined by dividing the original issue price applicable to such series of Redeemable Convertible Preferred Stock by the conversion price in effect at that time with respect to such series. The conversion price for the Redeemable Convertible Preferred Stock is the original issue price of such series of Redeemable Convertible Preferred Stock and shall be adjusted in accordance with conversion provisions contained in the Company’s Amended and Restated Certificate of Incorporation. Each share of Redeemable Convertible Preferred Stock shall automatically be converted into fully paid, nonassessable shares of common stock at the then effective conversion rate for such share (i) immediately prior to the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the Securities Act), covering the offer and sale of the Company’s common stock, provided that the public offering price represents a pre-money valuation an as-if converted (d) Voting Rights Each holder of a share of Redeemable Convertible Preferred Stock is entitled to the number of votes, with respect to such share, equal to the number of shares of common stock into which such share of Redeemable Convertible Preferred Stock could be converted on the record date for the vote or consent of stockholders, except as otherwise required by law, and has voting rights and powers equal to the voting rights and powers of the holders of common stock voting as a single class. As of June 30, 2021, the Board of Directors was comprised of eight members, one of whom was designated by the holders of Redeemable Convertible Preferred Stock, voting exclusively and as a separate class, and one of whom is the then current Chief Executive Officer of the Company and is elected by the holders of common stock, voting exclusively and as a separate class. The holders of common stock and Redeemable Convertible Preferred Stock, voting as a single class on an as-if converted (e) Liquidation Rights In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holders of the Redeemable Convertible Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of the common stock by reason of their ownership of such stock, an amount per share for each share of Redeemable Convertible Preferred Stock held by them equal to the sum of (i) the liquidation preference of $1.00, $1.50, and $1.75 per share of Series A, Series B, and Series C redeemable convertible preferred stock, respectively, and (ii) all declared but unpaid dividends (if any) on such share of Redeemable Convertible Preferred Stock, or such lesser amount as may be approved by the holders of the majority of the then-outstanding shares of Redeemable Convertible Preferred Stock, voting as a single class and on an as-converted basis. After the payment or setting aside for payment to the holders of the Redeemable Convertible Preferred Stock of the full amounts specified above, the remaining assets of the Company legally available for distribution shall be distributed with equal priority and ratably to the holders of the common stock in proportion to the number of shares of common stock held by them. | Note 7. Redeemable Convertible Preferred Stock The following table summarizes the redeemable convertible preferred stock: As of December 31, 2020 Shares Original Issue Price Aggregate Authorized Issued Series A 33,555,555 33,555,555 $ 1.00 $ 33,556 Series B 33,162,954 33,162,954 1.50 49,744 Series C 28,571,429 28,571,423 1.75 50,000 95,289,938 95,289,932 $ 133,300 As of December 31, 2019 Shares Original Issue Price Aggregate Authorized Issued Series A 33,555,555 33,555,555 $ 1.00 $ 33,556 Series B 35,000,000 33,162,954 1.50 49,744 68,555,555 66,718,509 $ 83,300 From April 2016 to January 2018, the Company issued and sold an aggregate of 33,555,555 shares of Series A redeemable convertible preferred stock at a purchase price of $1.00 per share for aggregate proceeds of approximately $33.5 million. From October 2018 to September 2019, the Company issued and sold an aggregate of 33,162,954 shares of Series B redeemable convertible preferred stock at a purchase price of $1.50 per share for aggregate proceeds of approximately $49.7 million. In June 2020, the Company issued 28,571,429 shares of Series C redeemable convertible preferred stock at a purchase price of $1.75 per share for aggregate proceeds of approximately $50.0 million. In accordance with the Series B redeemable convertible preferred stock purchase agreements, the holders of Series B redeemable convertible preferred stock had the right to participate in the future purchases of Series B redeemable convertible preferred stock, but did not have an obligation to invest in the second tranche. The Company’s Amended and Restated Certificate of Incorporation also included a special mandatory conversion feature whereby if an investor decided not to participate in the second tranche closing, each share of Series B preferred stock then held by such investor would have automatically converted into 1/10th of a fully-paid, nonassessable share of common stock. The underlying shares of the future tranche rights were not puttable by the holder or mandatorily redeemable. In addition, the tranche rights to participate in the future tranche closing involved the issuance of a fixed number of shares at a fixed price. The Company determined that the future rights to participate in the second tranche closing of Series B redeemable convertible preferred stock was a freestanding financial instrument as it met the criteria for being legally detachable and separately exercisable. In 2019, the Series B redeemable convertible preferred stock tranche right was exercised, remeasured and classified to redeemable convertible preferred stock. The rights, preferences and privileges of the Series A, Series B and Series C redeemable convertible preferred stock (together, the “Redeemable Convertible Preferred Stock”) are as follows: (a) Dividend Rights Through December 31, 2020, no dividends have been declared, authorized, or paid. From and after the date of issuance of the shares of Redeemable Convertible Preferred Stock, the holders of the outstanding shares of Series A, Series B and Series C redeemable convertible preferred stock are entitled to receive, when and if declared by the Board of Directors, and prior and in preference to dividends on the Company’s common stock, a noncumulative cash dividend at the rate of $0.08, $0.12, and $0.14, respectively, per share per annum. The preferred stockholders also participate in any additional dividends on an as-if converted (b) Redemption Rights The Redeemable Convertible Preferred Stock is not redeemable as of December 31, 2020. Upon certain change in control events that are outside of the Company’s control, including liquidation, sale or transfer of control of the Company, the Redeemable Convertible Preferred Stock is contingently redeemable. As such, the Redeemable Convertible Preferred Stock is classified as temporary equity. The redemption price of the Redeemable Convertible Preferred Stock is equal to their respective original issue price per share plus any declared but unpaid dividends. Any discount to liquidation preference of the Redeemable Convertible Preferred Stock is not being accreted as a deemed dividend, as it not currently probable that the Redeemable Convertible Preferred Stock will become redeemable. Subsequent adjustments to increase the carrying values to the ultimate redemption values will be made only when it becomes probable that such a liquidation event will occur. (c) Conversion Rights Each share of Redeemable Convertible Preferred Stock is, at the option of the holder, convertible into the number of fully paid and nonassessable shares of common stock as determined by dividing the original issue price applicable to such series of redeemable convertible preferred stock by the conversion price in effect at that time with respect to such series. At December 31, 2020, the conversion price for the Redeemable Convertible Preferred Stock is the original issue price of such series of Redeemable Convertible Preferred Stock and shall be adjusted in accordance with conversion provisions contained in the Company’s Amended and Restated Certificate of Incorporation. Each share of Redeemable Convertible Preferred Stock shall automatically be converted into fully paid, nonassessable shares of common stock at the then effective conversion rate for such share (i) immediately prior to the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the Securities Act), covering the offer and sale of the Company’s common stock, provided that the public offering price represents a pre-money valuation an as-if converted (d) Voting Rights Each holder of a share of Redeemable Convertible Preferred Stock is entitled to the number of votes, with respect to such share, equal to the number of shares of common stock into which such share of Redeemable Convertible Preferred Stock could be converted on the record date for the vote or consent of stockholders, except as otherwise required by law, and has voting rights and powers equal to the voting rights and powers of the holders of common stock voting as a single class. As of December 31, 2020, the Board of Directors was comprised of six members, three of whom are elected by the holders of Redeemable Convertible Preferred Stock, voting exclusively and as a separate class, and one of whom is the then current Chief Executive Officer of the Company and is elected by the holders of common stock, voting exclusively and as a separate class. The holders of common stock and Redeemable Convertible Preferred Stock, voting as a single class on an as-if converted (e) Liquidation Rights In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holders of the Redeemable Convertible Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of the common stock by reason of their ownership of such stock, an amount per share for each share of Redeemable Convertible Preferred Stock held by them equal to the sum of (i) the liquidation preference of $1.00, $1.50, and $1.75 per share of Series A, Series B, and Series C redeemable convertible preferred stock, respectively, and (ii) all declared but unpaid dividends (if any) on such share of Redeemable Convertible Preferred Stock, or such lesser amount as may be approved by the holders of the majority of the then-outstanding shares of redeemable convertible preferred stock, voting as a single class and on an as-converted After the payment or setting aside for payment to the holders of the Redeemable Convertible Preferred Stock of the full amounts specified above, the remaining assets of the Company legally available for distribution shall be distributed with equal priority and ratably to the holders of the common stock in proportion to the number of shares of common stock held by them. |
Common Stock
Common Stock | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Surrozen Inc [Member] | ||
Disclosure of Common Stock | Note 8. Common Stock The holder of each share of common stock is entitled to one vote in respect of each share of stock held. The holders of common stock are also entitled to receive dividends whenever funds and assets are legally available and when declared by the Board of Directors, subject to the prior rights of holders of Redeemable Convertible Preferred Stock outstanding. No dividends have been declared as of June 30, 2021. The Company had reserved the following shares of common stock for future issuance as follows: June 30, Redeemable convertible preferred stock, as converted Issued 95,289,932 Unissued 6 Options outstanding 8,429,189 Shares available for future stock option grants 443,500 Total 104,162,627 | Note 8. Common Stock The holder of each share of common stock is entitled to one vote in respect of each share of stock held. The holders of common stock are also entitled to receive dividends whenever funds and assets are legally available and when declared by the Board of Directors, subject to the prior rights of holders of redeemable convertible preferred stock outstanding. No dividends have been declared as of December 31, 2020. The Company had reserved the following shares of common stock for future issuance as follows: December 31, Redeemable convertible preferred stock, as converted Issued 95,289,932 Unissued 6 Options issued and outstanding 6,093,611 Shares available for future stock option grants 1,499,359 Total 102,882,908 |
Stock-Based Compensation Plan
Stock-Based Compensation Plan | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Surrozen Inc [Member] | ||
Stock-Based Compensation Plan | Note 9. Stock-Based Compensation Plan The Company maintains the 2015 Stock Plan (the “Plan”) with the authorized shares of 17,450,000 as of June 30, 2021. The Plan provides for the issuance of options to purchase shares of common stock to officers, employees, directors, consultants and key persons who provide services to the Company. Stock options granted under the Plan may be either incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”). According to the Plan, stock options are exercisable in whole or in part and common stock is issued upon the option exercise. The Plan also allows for the grant of restricted stock awards (“RSAs”). As of June 30, 2021, the Company had 443,500 shares of common stock available for issuance under the Plan. Such issuances are subject to vesting, forfeiture and other restrictions as deemed appropriate by the Board of Directors. Options under the Plan may be granted for periods of up to 10 years. All options issued to date have a 10-year 1/48 A summary of stock option activity is as follows: Options Outstanding Number of Weighted Weighted Aggregate Outstanding—December 31, 2020 6,093,611 $ 0.40 8.43 Granted 3,094,625 1.85 Exercised (720,531 ) 0.40 Canceled (38,516 ) 0.85 Outstanding—June 30, 2021 8,429,189 0.93 8.60 $ 7,332 Options outstanding and exercisable as of June 30, 2021 8,429,189 0.93 8.60 7,332 Options vested and expect to vest as of June 30, 2021 8,429,189 0.93 8.60 7,332 The aggregate intrinsic values of options outstanding, exercisable, vested and expected to vest is the difference between the exercise price of the options and the estimated fair value of the Company’s common stock for financial reporting purposes as of June 30, 2021. The intrinsic value of options exercised during the six months ended June 30, 2021 was $1.0 million. During the six months ended June 30, 2021, the Company granted options with a weighted-average grant-date fair value of $1.08 per share. The Company’s Board of Directors granted equity awards in the form of RSAs for certain of the Company’s employees and directors under the Plan. In April 2016, the Company’s Board of Directors approved equity awards in the form of RSAs outside of the Plan. The Company’s outstanding RSAs began vesting one month after the grant date and vest 1/48 The following table summarizes the Company’s RSA activity: Number of Weighted RSAs, unvested at December 31, 2020 263,022 $ 0.69 Granted 1,100,000 1.75 Vested (154,686 ) 1.13 Canceled (93,750 ) 1.71 RSAs, unvested at June 30, 2021 1,114,586 1.59 The fair value of RSAs vested during the six months ended June 30, 2021 was $0.3 million. (a) Fair Value of Employee Stock Options The fair value of employee options is estimated at the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions: Six Months Ended June 30, 2021 2020 Expected term (in years) 5.95 5.99 Expected volatility 63.43 % 59.24 % Risk-free rate 0.78 % 1.36 % Dividend yield — — (b) Stock-Based Compensation Total stock-based compensation recorded in the condensed statements of operations and comprehensive loss related to options and RSAs was as follows (in thousands): Six Months Ended June 30, 2021 2020 Research and development $ 347 $ 201 General and administrative 660 107 Total stock-based compensation expense $ 1,007 $ 308 As of June 30, 2021, there was approximately $6.6 million of stock-based compensation expense to be recognized over a weighted-average period of approximately 3.34 years. (c) Early Exercise of Stock Options The Plan allows for the granting of options that may be exercised before the options have vested. Shares issued as a result of early exercise that have not vested are subject to repurchase by the Company upon termination of the purchaser’s employment or services, at the price paid by the purchaser. The Company’s right to repurchase these shares generally lapses 1/48 th additional paid-in capital | Note 9. Stock-Based Compensation Plan In 2015, the Board of Directors approved the 2015 Stock Plan (the “Plan”) with the authorized shares of 14,450,000 as of December 31, 2020. The Plan provides for the issuance of options to purchase shares of common stock to officers, employees, directors, consultants and key persons who provide services to the Company. Stock options granted under the 2015 Plan may be either incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”). According to the 2015 Plan, stock options are exercisable in whole or in part and common stock is issued option exercise. The Plan also allows for the grant of restricted stock awards (“RSAs”). As of December 31, 2020, the Company had 1,499,359 shares of common stock available for issuance under the Plan. Such issuances are subject to vesting, forfeiture and other restrictions as deemed appropriate by the Board of Directors. Options under the Plan may be granted for periods of up to 10 years. All options issued to date have a 10- year anniversary of the issuance date and 1/48 A summary of stock option activity is as follows (in thousands except per share amounts): Options outstanding Number of Weighted Weighted Aggregate Outstanding—January 1, 2020 4,091 $ 0.17 8.66 Granted 2,600 0.76 Exercised (407 ) 0.44 Cancelled (190 ) 0.31 Outstanding—December 31, 2020 6,094 0.40 8.43 $ 7,868 Options outstanding and exercisable as of December 31, 2020 6,094 0.40 8.43 7,868 Options vested and expect to vest as of December 31, 2020 6,094 0.40 8.43 7,868 The aggregate intrinsic values of options outstanding, exercisable, vested and expected to vest is the difference between the exercise price of the options and the estimated fair value of the Company’s common stock for financial reporting purposes as of December 31, 2020. The intrinsic value of options exercised during the years ended December 31, 2020 and 2019 was $0.2 million and $0.1 million, respectively. During the years ended December 31, 2020 and 2019, the Company granted options with a weighted average grant date fair value of $0.74 and $0.31 per share, respectively. The Company’s Board of Directors granted equity awards in the form of RSAs for certain of the Company’s employees under the 2015 Equity Incentive Plan. In April 2016, the Company’s Board of Directors approved equity awards in the form of RSAs outside of the 2015 Equity Incentive Plan. The Company’s outstanding RSAs began vesting one month after the grant date and vest 1/48 The following table summarizes the Company’s RSA activity (in thousands except per share amounts): Number of Shares Weighted RSAs, unvested at January 1, 2020 461 $ 0.27 Granted 100 1.20 Cancelled (29 ) 0.09 Vested (269 ) 0.22 RSAs, unvested at December 31, 2020 263 0.69 The fair value of RSAs vested during the years ended December 31, 2020 and 2019 was $0.3 million and $0.8 million, respectively. (a) Fair Value of Employee Stock Options The fair value of employee options is estimated at the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions: Years Ended December 31, 2020 2019 Expected term (in years) 5.96—6.07 5.92—6.08 Expected volatility 58.71%—62.88% 59.76%—64.12% Risk-free interest rate 0.31%—1.48% 1.42%—2.48% Dividend yield — % — % (b) Stock-Based Compensation Total stock-based compensation recorded in the statements of operations related to options and RSAs was as follows (in thousands): Years Ended December 31, 2020 2019 Research and development $ 423 $ 687 General and administrative 212 103 Total stock-based compensation expense $ 635 $ 790 As of December 31, 2020, there was approximately $2.5 million of unrecognized stock-based compensation expense to be recognized over a weighted-average period of approximately 3.28 years. (c) Early Exercise of Stock Options The 2015 Plan allows for the granting of options that may be exercised before the options have vested. Shares issued as a result of early exercise that have not vested are subject to repurchase by the Company upon termination of the purchaser’s employment or services, at the price paid by the purchaser. The Company’s right to repurchase these shares generally lapses 1/48 additional paid-in capital (d) Stock-Based Compensation Associated with Awards to Non-employees The Company did not grant any new options to purchase shares to consultants during the years ended December 31, 2020 and 2019. The Company recorded $0.01 million and $0.4 million in stock-based compensation for prior grants to non-employees for (e) Founders Shares In December 2015, the Company issued 3,400,000 common shares for cash of $0.0001 per share to the original founding members of the Company. The shares were issued under the terms of the respective restricted stock purchase agreements and unvested shares are subject to be repurchased by the Company at the original purchase price per share upon the holder’s termination of their relationship with the Company. The restricted shares are not deemed to be issued for accounting purposes until they vest and are therefore excluded from shares outstanding and from basic and diluted net loss per share until the repurchase right lapses and the shares are no longer subject to the repurchase feature. Under the founders’ agreements, 1/48 F-79 shall vest on the date one month after the vesting commencement date, and 1/48 |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2020 | |
Surrozen Inc [Member] | |
Defined Contribution Plan Disclosure [Line Items] | |
401(k) Plan | Note 12. 401(k) Plan Effective January 1, 2016, the Company established the Surrozen 401(k) Plan & Trust for the exclusive benefit of all eligible employees and their beneficiaries with the intention to provide a measure of retirement security. The 401(k) Plan is intended to qualify as a tax-qualified plan her pre-tax compensation, Each year, at the discretion of the Company, employer’s match may be a discretionary percentage allocated proportionate to salary deferral, as the Company elects each year. The employer matching contributions in 2020 and 2019 were nominal. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Surrozen Inc [Member] | |
Income Taxes | Note 10. Income Taxes No provision for income taxes was recorded for the years ended December 31, 2020 and 2019. The Company has incurred net operating losses for all the periods presented. The Company accounts for income taxes in accordance with the asset and liability method, which requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Because of the Company’s recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is not likely to be realized and, accordingly, has provided a full valuation allowance. Significant components of the Company’s net deferred tax assets consist of the following (in thousands): December 31, 2020 2019 Deferred tax assets Net operating loss carryforwards $ 22,585 $ 13,830 Lease liabilities 2,487 2,749 Research and development credits 2,166 1,508 Accrual and reserves 457 319 Capitalized intangible costs 156 171 Stock-based compensation 2 3 Other 5 — Gross deferred tax assets 27,858 18,580 Less valuation allowance (25,941 ) (16,339 ) Deferred tax assets, net of valuation allowance 1,917 2,241 Deferred tax liabilities Right-of-use assets (1,555 ) (1,675 ) Fixed assets (340 ) (552 ) Other (22 ) (14 ) Gross deferred tax liabilities (1,917 ) (2,241 ) Total net deferred tax assets $ — $ — The net valuation allowance increased by $9.6 million and $7.0 million for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, the Company had net operating loss (“NOL”) carryforwards of approximately $80.8 million and $80.6 million available to reduce future taxable income, if any, for federal and California state income tax purposes, respectively. NOL carryforwards generated after 2018 for federal tax reporting purposes of $68.3 million have an indefinite carryforward period. The remaining federal and state net operating loss carryforwards begin expiring in 2036. As of December 31, 2020, the Company had research and development credit carryforwards of approximately $1.5 million and $1.9 million available to reduce future taxable income, if any, for federal and California state income tax purposes, respectively. The federal credit carryforwards begin expiring in 2036 and the state credits carry forward indefinitely. Federal and state laws impose substantial restrictions on the utilization of net operating loss and tax credit carryforwards in the event of an ownership change for tax purposes, as defined in Section 382 of the Internal Revenue Code. As a result of such ownership changes, the Company’s ability to realize the potential future benefit of tax losses and tax credits that existed at the time of the ownership change may be limited and may expire unutilized. Such impairment of tax losses and tax credits would reduce the deferred tax asset and corresponding valuation allowance, as a result of the limitation. The Company has not conducted a study to assess whether a limitation would apply under Section 382. The Company plans to conduct a Section 382 study when it begins generating taxable income and starts utilizing the above-mentioned tax loss and tax credit carryforwards. The Company recognizes uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The unrecognized tax benefits, if recognized, would not have an impact on the Company’s effective tax rate assuming the Company continues to maintain a full valuation allowance position. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. A reconciliation of the Company’s unrecognized tax benefits is as follows (in thousands): December 31, 2020 2019 Balance at beginning of the year $ 673 $ 188 Additions based on tax positions related to current year 248 263 Additions based on tax positions of prior year — 222 Balance at end of the year $ 921 $ 673 The Company files income tax returns in the U.S. federal jurisdiction and California. As of the date these financial statements were issued, the Company is not under examination by any income tax authority. The statute of limitations remains effectively open for all tax years from inception in 2015 through 2020. Tax years outside the normal statute of limitations remain open to examination by tax authorities due to tax attributes generated in earlier years, which have been carried forward and may be examined and adjusted in subsequent years when utilized. A reconciliation of the statutory U.S. federal tax rate to the Company’s effective tax rate is as follows: December 31, 2020 2019 Statutory rate 21.00 % 21.00 % State tax 7.96 8.46 Tax credits 0.84 0.98 Change in valuation allowance (29.43 ) (28.78 ) Other (0.37 ) (1.66 ) Total 0.00 % 0.00 % On March 27, 2020, the Coronavirus Aid, Relief and Economic Securities Act (“CARES Act”) was enacted and signed into law in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019 and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. Other provisions include increased limits on the deduction of interest expense from 30% to 50% of adjusted taxable income for tax years beginning in 2019 and 2020, increased limits on 2020 charitable contribution deductions from 10% to 25% of taxable income and accelerated refunds of alternative minimum tax credits. The provisions of the CARES Act did not have a material impact for the year ended December 31, 2020. On December 21, 2020, the Consolidated Appropriations Act, 2021 (the “Appropriations Act”) was signed into law which expanded and extended some of CARES Act provisions, including the expansion of the employee retention credits. The Company will claim employee retention credits of $0.3 million for the 2020 tax year and will file amended payroll tax returns to claim the employee retention credits. The Company will recognize the benefit of those credits as the refunds are received. |
Subsequent Events
Subsequent Events | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, except as noted in footnote 2 and as set forth below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Business Combination Agreement and PIPE Financing On April 15, 2021, the Company entered into a business combination agreement with Surrozen, Inc. (“Surrozen”), pursuant to which a wholly-owned subsidiary of the Company will merge with and into Surrozen, with Surrozen surviving as a wholly-owned subsidiary of the Company and the Company will redomicile as a Delaware corporation. In accordance with the terms and subject to the conditions of the Business Combination Agreement, each share and equity award (whether vested or unvested) of Surrozen outstanding as of closing will be exchanged for shares of the Company’s common stock or comparable equity awards that are settled or are exercisable for shares of the Company’s common stock, as applicable, based on an implied Surrozen equity value of $200,000,000 and a $10.00 per share value of the Company’s Common Stock. In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, the Company entered into Subscription Agreements with certain investors (the “Subscription Agreements” and such investors, the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the PIPE Investors, an aggregate of 12,020,000 units, each consisting of one share of the Company’s common stock and one-third | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. | |
Surrozen Inc [Member] | |||
Subsequent Events | Note 11. Subsequent Events The Company has completed an evaluation of all subsequent events through August 16, 2021, the date the condensed interim financial statements were issued, to ensure that these condensed interim financial statements include appropriate disclosure of events both recognized in the condensed interim financial statements and events that occurred but were not recognized in the condensed interim financial statements. The Company is unaware of any specific event or circumstance that would require it to update its estimates, judgments or revise the carrying value of its assets or liabilities. These estimates may change, as new events occur and as additional information related to the COVID-19 pandemic and other information is obtained, the impact of which would be recognized in the condensed interim financial statements as soon as such information becomes known. Actual results could differ from those estimates and any such differences may be material to the Company’s condensed interim financial statements. Except as described below, the Company has concluded that no subsequent event has occurred that requires disclosure. On August 11, 2021, the Company completed the business combination with CHFW. Simultaneously, the PIPE Financing was closed (see Note 1). In connection with the consummation of the business combination and PIPE Financing, the Company received gross proceeds of $144.7 million, and the Company’s outstanding shares of common and preferred stock were converted into shares of New Surrozen’s common stock based on the exchange ratio of 0.1757. The business combination is expected to be accounted for as a reverse recapitalization; the Company will be considered the accounting predecessor and CHFW will be treated as the acquired company for financial statement reporting purposes. | Note 14. Subsequent Events The Company has completed an evaluation of all subsequent events through April 30, 2021, the date the financial statements were issued, to ensure that these financial statements include appropriate disclosure of events both recognized in the financial statements and events that occurred but were not recognized in the financial statements. The Company is unaware of any specific event or circumstance that would require it to update its estimates, judgments or revise the carrying value of its assets or liabilities. These estimates may change, as new events occur and as additional information related to the COVID-19 pandemic and other information is obtained, the impact of which would be recognized in the financial statements as soon as such information becomes known. Actual results could differ from those estimates and any such differences may be material to the Company’s financial statements. Except as described below, the Company has concluded that no subsequent event has occurred that requires disclosure. On April 15, 2021, the Company entered into a business combination agreement with Consonance-HFW Acquisition Corp, a Cayman Islands exempted company (“CHFW”) and Perseverance Merger Sub Inc., a subsidiary of CHFW (“Merger Sub”). Upon closing of the business combination, CHFW will become a Delaware corporation and will be renamed to Surrozen, Inc., and Merger Sub will merge with and into the Company, with the Company as the surviving company and, after giving effect to such merger, continuing as a wholly-owned subsidiary of CHFW. |
Summary Of Significant Accoun_2
Summary Of Significant Accounting Policies (Policies) | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020. | |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. | Marketable Securities Held in Trust Account At June 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. | |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital a non-cash gain | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash | |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. | |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the condensed financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed financial statements and prescribes a recognition threshold and measurement process for condensed financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. | |
Net Loss Per Ordinary Share | Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 3,211,334 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method Net income (loss) per share, basic and diluted, for non-redeemable ordinary of non-redeemable ordinary Non-redeemable ordinary and non-redeemable ordinary features. Non-redeemable ordinary on non-redeemable shares’ The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period Ordinary shares subject to possible redemption Numerator: Earnings allocable to ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 5,243 Unrealized gain (loss) on marketable securities held in Trust Account (7,466 ) Net income attributable to Class A ordinary shares subject to possible redemption $ (2,223 ) Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 8,181,335 Basic and diluted net loss per share, Class A ordinary shares subject to possible redemption $ 0.00 Non-Redeemable Common Numerator: Net Loss minus Net Earnings Net loss $ (2,122,328 ) Add: Net loss allocable to Class A ordinary shares subject to possible redemption 2,223 Non-Redeemable Net $ (2,120,105 ) Denominator: Weighted Average Non-redeemable ordinary Basic and diluted weighted average shares outstanding, Non-redeemable ordinary 2,461,095 Basic and diluted net loss per share, Non-redeemable ordinary $ (0.86 ) | Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 3,211,334 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two-class Net loss per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Six Months Class A ordinary Shares subject to possible redemption Numerator: Earnings allocable to Class A ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 7,239 $ 26,845 Unrealized loss on marketable securities held in Trust Account Less: interest available to be withdrawn for working capital (5,343 ) — Net income attributable $ 1,896 $ 26,845 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 8,162,790 8,174,309 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ — $ — Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (3,584,072 ) $ (3,817,036 ) Less: Net income allocable to Class A ordinary shares subject to possible redemption (1,896 ) (26,845 ) Non-Redeemable $ (3,585,968 ) $ (3,843,881 ) Denominator: Weighted Average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 3,771,210 3,759,691 Basic and diluted net loss per share, Non-redeemable $ (0.95 ) $ (1.02 ) | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | ||
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash | ||
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options 470-20) Derivatives and Hedging — Contracts in Entity’s Own Equity 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 | |
Surrozen Inc [Member] | |||
Basis of Presentation | Basis of Presentation The Company’s condensed interim financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The Company has no subsidiaries. | Basis of Presentation The financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The financial statements and accompanying notes include all adjustments necessary for the fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. The Company has no subsidiaries. | |
Emerging Growth Company | Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these condensed interim financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. | Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. | |
Use of Estimates | Use of Estimates The preparation of condensed interim financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed interim financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying condensed interim financial statements include, but are not limited to, certain accruals for research and development activities, the fair value of common stock, stock-based compensation expense, uncertain tax positions and lease liabilities. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could materially differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying financial statements include, but are not limited to, certain accruals for research and development activities, the fair value of common stock, redeemable convertible preferred stock tranche rights liabilities, stock-based compensation expense, uncertain tax positions and lease liabilities. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could materially differ from those estimates. | |
Unaudited Condensed Interim Financial Statements | Unaudited Condensed Interim Financial Statements The accompanying condensed balance sheet as of June 30, 2021, the condensed statements of redeemable convertible preferred stock and stockholders’ deficit and the condensed statements of operations and comprehensive loss for the six months ended June 30, 2021 and 2020, and the condensed statements of cash flows for the six months ended June 30, 2021 and 2020 are unaudited. The unaudited condensed interim financial statements have been prepared on the same basis as the audited annual financial statements and, in management’s opinion, include all adjustments consisting of only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of June 30, 2021, its results of operations for the six months ended June 30, 2021 and 2020, and its cash flows for the six months ended June 30, 2021 and 2020. The financial data and the other financial information disclosed in the notes to these condensed interim financial statements related to the six-month periods These condensed interim financial statements should be read in conjunction with the Company’s audited financial statements for the years ended December 31, 2020 and 2019. | ||
Deferred Transaction Costs | Deferred Transaction Costs The Company capitalizes transaction costs consisting of direct, incremental legal, accounting and other fees in connection with the anticipated business combination with CHFW (see Note 1). The deferred transaction costs will be offset against the proceeds from the transaction upon the consummation of the business combination. Should the business combination be abandoned, the deferred transaction costs will be expensed immediately as a charge to operating expenses in the condensed statements of operations and comprehensive loss. As of June 30, 2021, the Company incurred $1.3 million of deferred transaction costs, which were included in other assets on the condensed balance sheet. As of December 31, 2020, the Company had not incurred any such costs. | ||
Restricted Cash | Restricted Cash As of both June 30, 2021 and December 31, 2020, the Company had $0.4 million of restricted cash in the form of a letter of credit for the Company’s facility lease. The restricted cash is classified as noncurrent asset as the Company is required to maintain the letter of credit for the benefit of landlord until the end of the lease term in April 2025. | Restricted Cash As of both December 31, 2020 and 2019, the Company had $0.4 million of restricted cash. The restricted cash serves as collateral for facility leases entered into in 2016 (Note 5). Restricted cash is classified as current if the collateral will be returned in less than 12 months. | |
Research and Development Expenses | Research and Development Expenses Research and development costs are expensed as incurred. Research and development costs consist of external and internal expenses directly attributable to the conduct of research and development programs. The external expenses include the cost of services provided by outside contractors, clinical research organizations and contract manufacturing organizations. The internal expenses include the cost of salaries, payroll taxes, stock-based compensation, employee benefits, materials, supplies, depreciation on and maintenance of research equipment, and the facility costs for laboratory space used for research and development activities, such as rent, utilities, insurance, repairs and maintenance, and general support services. The Company has entered into and may continue to enter into licensing or subscription arrangements to access and utilize certain technology. In each case, the Company evaluates if the license agreement results in the acquisition of an asset or a business. To date, none of the Company’s license agreements have been considered an acquisition of a business. For asset acquisitions, the upfront payments to acquire such licenses, as well as any future milestone payments made before product approval that do not meet the definition of a derivative, are immediately recognized as research and development expense when they are paid or become payable, provided there is no alternative future use of the rights in other research and development projects. | Research and Development Expenses Research and development costs are expensed as incurred. Research and development costs consist of external and internal expenses directly attributable to the conduct of research and development programs. The external expenses include the cost of services provided by outside contractors, clinical research organizations and contract manufacturing organizations. The internal expenses include the cost of salaries, payroll taxes, stock-based compensation, employee benefits, materials, supplies, depreciation on and maintenance of research equipment, and the facility costs for laboratory space used for research and development activities, such as rent, utilities, insurance, repairs and maintenance, and general support services. The Company has entered into and may continue to enter into licensing or subscription arrangements to access and utilize certain technology. In each case, the Company evaluates if the license agreement results in the acquisition of an asset or a business. To date, none of the Company’s license agreements have been considered an acquisition of a business. For asset acquisitions, the upfront payments to acquire such licenses, as well as any future milestone payments made before product approval that do not meet the definition of a derivative, are immediately recognized as research and development expense when they are paid or become payable, provided there is no alternative future use of the rights in other research and development projects. | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents relate to securities having an original maturity of three months or less at the time of purchase. The Company limits its credit risk associated with cash and cash equivalents by placing its investments with a bank it believes is highly creditworthy, with highly rated money market funds and commercial paper. As of December 31, 2020 and 2019, cash and cash equivalents consisted of bank deposits, investments in money market funds and commercial paper. | ||
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates expected to be in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized. The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is more likely than not of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits require significant judgment. Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there have been no interest or penalties charged in relation to unrecognized tax benefits. | ||
Net Loss Per Ordinary Share | Net Loss Per Share Basic net loss per share is calculated by dividing the net loss attributable to common shares by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive securities. Since the Company was in a loss position for the periods presented, basic net loss per share is the same as diluted net loss per share since the effects of potentially dilutive securities are antidilutive. The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive: June 30, 2021 2020 Redeemable convertible preferred stock 95,289,932 95,289,932 Options outstanding 8,429,189 4,704,000 Unvested RSAs 1,114,586 347,397 Unvested common stock subject to repurchase 615,938 741,032 Total 105,449,645 101,082,361 | Net Loss Per Share Basic net loss per share is calculated using the two-class method shareholders since the participating security has no contractual obligation to share in the losses. Basic net loss per share is calculated by dividing the net loss attributable to common shares by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive securities. Shares of common stock subject to repurchase are excluded from the weighted-average shares. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method. Since the Company was in a loss position for the periods presented, basic net loss per share is the same as diluted net loss per share since the effects of potentially dilutive securities are antidilutive. The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive: December 31, 2020 2019 Redeemable convertible preferred stock 95,289,932 66,718,509 Options outstanding 6,093,611 4,091,333 Unvested RSAs 263,022 460,939 Unvested common stock subject to repurchase 590,921 839,092 Total 102,237,486 72,109,873 | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments, which potentially subject the Company to significant concentration of credit risk, consist of cash, cash equivalents, short-term investments and restricted cash. The Company is exposed to credit risk in the event of default to the extent recorded in the condensed balance sheets. The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institution in which its bank deposits are held. To manage credit risks related to short-term investments, the Company invests in various highly rated corporate bonds and commercial paper securities. | Concentration of Credit Risk Financial instruments, which potentially subject the Company to significant concentration of credit risk, consist of cash and cash equivalents and short-term investments. The Company is exposed to credit risk in the event of default to the extent recorded in the balance sheets. The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institution in which its bank deposits are held. To manage credit risks related to short-term investments, the Company invests in various highly rated corporate debt and commercial paper securities. | |
Fair Value Measurements | Fair Value Measurement ASC 820, Fair Value Measurement Level 1—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. | ||
Recent Accounting Standards | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments on available-for-sale debt In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718) Improvements to Non-employee Share-Based Payment Accounting ASU No. 2018-07 simplifies to non-employees by In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement | |
Segment Reporting | Segment Reporting Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one segment. | ||
Short-term Investments | Short-term Investments The Company has investments in marketable securities. The Company’s investment policy is consistent with the definition of available-for-sale securities. These marketable securities are carried at estimated fair value with unrealized holding gains and losses included in other comprehensive income (loss) in stockholders’ deficit until realized. Gains and losses on marketable security transactions are reported on the specific-identification method. Dividend and interest income are recognized in other income on the statements of operations when earned. The Company early adopted Accounting Standards Update (ASU) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments to available-for-sale debt individual available-for-sale debt | ||
Property and Equipment | Property and Equipment Property and equipment, including leasehold improvements, are recorded at cost net of accumulated depreciation. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets as follows: Leasehold improvements Shorter of useful life of asset or lease term Computer equipment 3 years Furniture, fixtures and equipment 3-8 years Lab equipment 3 years When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations in the period realized. Maintenance and repairs are charged to operations as incurred. The leasehold improvements are any additions, alterations, or remodeling on the Company’s leased premise. | ||
Leases | Leases The Company accounts for its leases under ASC 842, Leases inception. Right-of-use assets, the non-cancelable period The Company’s lease agreement includes lease and non-lease components, and non-lease components. | ||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparing the carrying amount to the future net undiscounted cash flows which the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future net cash flows arising from the asset. The Company has not identified any such impairment losses to date. | ||
Accrued Research and Development Expenses | Accrued Research and Development Expenses The Company records accruals for estimated costs of research, preclinical, and manufacturing development, which are significant components of research and development expenses, within accrued expenses in the accompanying balance sheets. A substantial portion of the Company’s ongoing research and development activities is conducted by third-party service providers. The Company accrues the costs incurred under agreements with these third parties based on estimates of actual work completed in accordance with the respective agreements. The Company determines the estimated costs through discussions with internal personnel and external service providers as to the progress, or stage of completion or actual timeline (start-date and end-date) If the actual timing of the performance of services or the level of effort varies from the estimate, the Company adjusts accrued expenses or prepaid expenses accordingly, which impact research and development expenses. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in reporting amounts that are too high or too low in any particular period. | ||
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock The Company has classified redeemable convertible preferred stock as temporary equity on the accompanying balance sheets because it may become redeemable due to certain change in control clauses that are outside of the Company’s control. The carrying value of the redeemable convertible preferred stock has not been accreted to their redemption value as these events are not considered probable of occurrence. Subsequent adjustments of the carrying values to redemption values will be made only if and when it becomes probable redemption will occur. | ||
Stock-Based Compensation | Stock-Based Compensation The Company has an equity incentive plan under which various types of equity-based awards including, but not limited to, incentive stock options, non-qualified stock The Company recognizes stock-based compensation expense for all stock-based payments. Employee stock-based compensation cost is estimated at the grant date based on the fair value of the equity for financial reporting purposes and is recognized as expense over the requisite service period. Fair value of common stock for financial reporting purposes is determined considering numerous objective and subjective factors and requires judgment. These objective and subjective factors include, but are not limited to: • relevant precedent transactions involving the Company’s capital stock; • contemporaneous valuations performed by third-party specialists; • rights, preferences, and privileges of the Company’s redeemable convertible preferred stock relative to those of the Company’s common stock; • actual operating and financial performance; • current business conditions and financial projections; • likelihood of achieving a liquidity event, such as an initial public offering or a sale of the Company’s business; • the lack of marketability of the Company’s common stock, and the illiquidity of stock-based awards involving securities in a private company; • market multiples of comparable publicly traded companies; • stage of development; • industry information such as market size and growth; and • U.S. and global capital and macroeconomic conditions. The Company has elected to calculate the fair value of options based on the Black Scholes option pricing model. The Black Scholes model requires the use of various assumptions including common stock valuation, expected option life and expected stock price volatility. The Company estimates the expected term for stock options using the simplified method due to the lack of historical exercise activity. The simplified method calculates the expected term as the midpoint between the vesting date and the contractual expiration date of the award. The Company estimates the options’ volatility using volatilities of a group of public companies in a comparable industry, stage of life cycle, and size. The interest rate is derived from the U.S. Treasury instruments with maturities similar to the expected term of the Company’s stock options. The Company has not declared nor expects to declare dividends. Therefore, there is no dividend impact on the valuation of options. The Company is using the straight-line method for employee expense attribution for stock options. The Company accounts for forfeitures as they occur. Prior to the adoption of ASU No. 2018-07 on non-employees The Company remeasured the fair value of these non-employee awards ASU No. 2018-07, the recognizes non-employee compensation | ||
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company’s comprehensive income or loss consists of net income or loss and other comprehensive income (loss). Unrealized gains or losses on available-for-sale securities available-for-sale | ||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Restatement Of Previously Iss_2
Restatement Of Previously Issued Financial Statements (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Restatement [Abstract] | |
Summary of restatement of previously issued financial statements | The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash or investments held in the trust account. As Adjustments As Balance sheet as of November 23, 2020 (audited) Warrant Liability $ — $ 1,598,233 $ 1,598,233 Total Liabilities 3,167,722 1,598,233 4,765,955 Ordinary Shares Subject to Possible Redemption 74,121,170 (1,598,233 ) 72,522,937 Class A Ordinary Shares 100 18 118 Additional Paid-in Capital 5,004,636 107,501 5,112,137 Accumulated Deficit (4,961 ) (107,519 ) (112,480 ) Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 3,404,014 $ 3,404,014 Total Liabilities 3,510,148 3,404,014 6,914,162 Ordinary Shares Subject to Possible Redemption 85,264,880 (3,404,020 ) 81,860,860 Class A Ordinary Shares 111 34 145 Additional Paid-in Capital 5,440,915 1,681,045 7,121,960 Accumulated Deficit (441,255 ) (1,681,073 ) (2,122,328 ) Shareholders’ Equity 5,000,001 6 5,000,007 Period from August 20, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liability $ — $ 1,573,554 $ 1,573,554 Allocation of initial public offering costs — 107,519 107,519 Net loss (441,255 ) (1,681,073 ) (2,122,328 ) Weighted average shares outstanding of Class A redeemable ordinary shares 8,326,328 (144,993 ) 8,181,335 Weighted average shares outstanding of Class B non-redeemable 2,414,403 46,692 2,461,095 Basic and diluted net loss per share, Class B (0.18 ) (0.68 ) (0.86 ) Cash Flow Statement for the Period from August 20, 2020 (inception) to December 31, 2020 (audited) Net loss $ (441,255 ) $ (1,681,073 ) $ (2,122,328 ) Allocation of initial public offering costs — 107,519 107,519 Change in fair value of warrant liability — 1,573,554 1,573,554 Initial classification of warrant liability — 1,830,460 1,830,460 Initial classification of common stock subject to possible redemption 74,121,170 (1,598,233 ) 72,522,937 Change in value of common stock subject to possible redemption (436,290 ) (1,993,560 ) (2,429,850 ) |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Tables) | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of basic and diluted net income (loss) per ordinary share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period Ordinary shares subject to possible redemption Numerator: Earnings allocable to ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 5,243 Unrealized gain (loss) on marketable securities held in Trust Account (7,466 ) Net income attributable to Class A ordinary shares subject to possible redemption $ (2,223 ) Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 8,181,335 Basic and diluted net loss per share, Class A ordinary shares subject to possible redemption $ 0.00 Non-Redeemable Common Numerator: Net Loss minus Net Earnings Net loss $ (2,122,328 ) Add: Net loss allocable to Class A ordinary shares subject to possible redemption 2,223 Non-Redeemable Net $ (2,120,105 ) Denominator: Weighted Average Non-redeemable ordinary Basic and diluted weighted average shares outstanding, Non-redeemable ordinary 2,461,095 Basic and diluted net loss per share, Non-redeemable ordinary $ (0.86 ) | The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Six Months Class A ordinary Shares subject to possible redemption Numerator: Earnings allocable to Class A ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 7,239 $ 26,845 Unrealized loss on marketable securities held in Trust Account Less: interest available to be withdrawn for working capital (5,343 ) — Net income attributable $ 1,896 $ 26,845 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 8,162,790 8,174,309 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ — $ — Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (3,584,072 ) $ (3,817,036 ) Less: Net income allocable to Class A ordinary shares subject to possible redemption (1,896 ) (26,845 ) Non-Redeemable $ (3,585,968 ) $ (3,843,881 ) Denominator: Weighted Average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 3,771,210 3,759,691 Basic and diluted net loss per share, Non-redeemable $ (0.95 ) $ (1.02 ) | |
Surrozen Inc [Member] | |||
Summary of Property and Equipment Useful Lives | Property and equipment, including leasehold improvements, are recorded at cost net of accumulated depreciation. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets as follows: Leasehold improvements Shorter of useful life of asset or lease term Computer equipment 3 years Furniture, fixtures and equipment 3-8 years Lab equipment 3 years | ||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive: June 30, 2021 2020 Redeemable convertible preferred stock 95,289,932 95,289,932 Options outstanding 8,429,189 4,704,000 Unvested RSAs 1,114,586 347,397 Unvested common stock subject to repurchase 615,938 741,032 Total 105,449,645 101,082,361 | The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive: December 31, 2020 2019 Redeemable convertible preferred stock 95,289,932 66,718,509 Options outstanding 6,093,611 4,091,333 Unvested RSAs 263,022 460,939 Unvested common stock subject to repurchase 590,921 839,092 Total 102,237,486 72,109,873 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of company's assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 91,997,501 Liabilities: Warrant Liability – Public Warrants 1 3,250,667 Warrant Liability – Private Placement Warrants 3 153,347 | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 92,029,147 $ 91,997,501 Liabilities: Warrant liability — Public Warrants 1 $ 4,753,334 $ 3,250,667 Warrant liability — Private Placement Warrants 3 384,814 153,347 | |
Summary of key Inputs into the Binomial Lattice Simulation Model for the Private Placement Warrants and Public Warrants | The key inputs into the binomial lattice simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement: Input November 23, December 31, Risk-free interest rate 0.4 % 0.4 % Expected term (years) 5 5 Expected volatility 12.0 % 16 % Exercise price $ 11.50 $ 11.50 Fair value of Units $ 9.81 $ 10.12 | ||
Summary of fair value of the warrant liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant $ — $ — $ — Initial measurement on November 23, 2020 77,900 1,520,000 1,597,900 Change in valuation inputs or other assumptions 75,447 1,730,667 1,806,114 Fair value as of December 31, 2020 $ 153,347 $ 3,250,667 $ 3,404,014 | The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of January 1, 2021 $ 153,347 $ 3,250,667 $ 3,404,014 Change in valuation inputs or other assumptions (36,167 ) (766,667 ) (802,834 ) Fair value as of March 31, 2021 $ 117,180 $ 2,484,000 $ 2,601,180 Change in valuation inputs or other assumptions 267,634 2,269,334 2,536,968 Fair value as of June 30, 2021 $ 384,814 $ 4,753,334 $ 5,138,148 | |
Surrozen Inc [Member] | |||
Summary of Fair Value Measurements, Recurring and Nonrecurring | The following tables summarize the Company’s financial assets that are measured at fair value on a recurring basis (in thousands): As of June 30, 2021 Level 1 Level 2 Level 3 Total Money market funds (1) $ 8,416 $ — $ — $ 8,416 Commercial paper — 6,598 — 6,598 Total financial assets measured at fair value $ 8,416 $ 6,598 $ — $ 15,014 As of December 31, 2020 Level 1 Level 2 Level 3 Total Money market funds (1) $ 31,896 $ — $ — $ 31,896 Corporate bonds — 1,115 — 1,115 Commercial paper (2) — 15,285 — 15,285 Total financial assets measured at fair value $ 31,896 $ 16,400 $ — $ 48,296 (1) Money market funds are included in cash and cash equivalents on the condensed balance sheets as of June 30, 2021 and December 31, 2020. (2) As of December 31, 2020, marketable securities with original maturities of three months or less, in the amount of $2.2 million, are included in cash and cash equivalents on the condensed balance sheet. | The following tables summarize the Company’s financial assets and liabilities that are measured at fair value on a recurring basis (in thousands): As of December 31, 2020 Level 1 Level 2 Level 3 Total Money market funds (1) $ 31,896 $ — $ — $ 31,896 Corporate bonds — 1,115 — 1,115 Commercial paper (2) — 15,285 — 15,285 Total financial assets measured at fair value $ 31,896 $ 16,400 $ — $ 48,296 As of December 31, 2019 Level 1 Level 2 Level 3 Total Money market funds (1) $ 28,223 $ — $ — $ 28,223 Total financial assets measured at fair value $ 28,223 $ — $ — $ 28,223 (1) Money market funds are included in cash and cash equivalents on the balance sheets as of December 31, 2020 and 2019. (2) Marketable securities with original maturities of three months or less, in the amount of $2.2 million, are included in cash and cash equivalents on the balance sheet as of December 31, 2020. | |
Summary of Debt Securities, Available-for-sale | The following tables provide the Company’s marketable securities by security type (in thousands): As of June 30, 2021 Amortized Gross Gross Estimated Commercial paper $ 6,598 $ — $ — $ 6,598 Total $ 6,598 $ — $ — $ 6,598 As of December 31, 2020 Amortized Gross Gross Estimated Corporate bonds $ 1,115 $ — $ — $ 1,115 Commercial paper 15,285 — — 15,285 Total $ 16,400 $ — $ — $ 16,400 | The following table provides the Company’s marketable securities by security type (in thousands): As of December 31, 2020 Amortized Gross Gross Estimated Corporate bonds $ 1,115 $ — $ — $ 1,115 Commercial paper 15,285 — — 15,285 Total $ 16,400 $ — $ — $ 16,400 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) - Surrozen Inc [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Property, Plant and Equipment | Property and equipment, net, consists of the following (in thousands): December 31, 2020 2019 Leasehold improvements $ 7,052 $ 7,052 Computer equipment 137 137 Furniture and office equipment 310 285 Lab equipment 6,084 4,968 Total property and equipment 13,583 12,442 Less accumulated depreciation and amortization (7,747 ) (5,810 ) Property and equipment, net $ 5,836 $ 6,632 | |
Schedule of Accrued Liabilities | Note 4. Balance Sheet Components Accrued Liabilities Accrued liabilities consist of the following (in thousands): June 30, December 31, Payroll and related expenses $ 1,557 $ 1,673 Accrued research and development expenses 3,569 1,305 Accrued professional service fees 889 — Liability for early exercised stock options 296 188 Other accrued expenses 247 228 Accrued liabilities $ 6,558 $ 3,394 | Accrued liabilities consist of the following (in thousands): December 31, 2020 2019 Payroll and related expenses $ 1,673 $ 1,242 Liability for early exercised stock options 188 124 Accrued research and development expenses 1,305 — Other accrued expenses 228 61 Accrued liabilities $ 3,394 $ 1,427 |
Summary of Other Assets | Other assets consist of the following (in thousands): June 30, December 31, Deferred transaction costs $ 1,344 $ — Other 40 39 Other assets $ 1,384 $ 39 |
Leases (Tables)
Leases (Tables) - Surrozen Inc [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Summary of Lessee, Operating Lease, Liability, Maturity | Aggregate future minimum rental payments under operating leases as of June 30, 2021, were as follows (in thousands): Six months ending December 31, 2021 $ 1,405 Year ending December 31, 2022 2,486 Year ending December 31, 2023 2,564 Year ending December 31, 2024 2,646 Year ending December 31, 2025 891 Total lease payments 9,992 Less: Imputed interest (1,430 ) Operating lease liabilities $ 8,562 | Aggregate future minimum rental payments under operating leases as of December 31, 2020, were as follows (in thousands): Year ending December 31: 2021 $ 2,818 2022 2,486 2023 2,564 2024 2,646 2025 891 Total lease payments 11,405 Less: Imputed interest (1,808 ) Operating lease liability $ 9,597 |
Summary of Supplemental Information Relating To Operating Leases | The following represents supplemental information related to the Company’s operating leases: December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities (in thousands) $ 2,520 $ 2,266 Weighted-average remaining lease term (in years) 4.19 5.33 Weighted-average discount rate 8.4 % 8.5 % |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Surrozen Inc | ||
Summary of the redeemable convertible preferred stock: | The following table summarizes the redeemable convertible preferred stock as of June 30, 2021 and December 31, 2020: Shares Original Issue Price Aggregate Authorized Issued Series A 33,555,555 33,555,555 $ 1.00 $ 33,556 Series B 33,162,954 33,162,954 1.50 49,744 Series C 28,571,429 28,571,423 1.75 50,000 95,289,938 95,289,932 $ 133,300 | As of December 31, 2020 Shares Original Issue Price Aggregate Authorized Issued Series A 33,555,555 33,555,555 $ 1.00 $ 33,556 Series B 33,162,954 33,162,954 1.50 49,744 Series C 28,571,429 28,571,423 1.75 50,000 95,289,938 95,289,932 $ 133,300 As of December 31, 2019 Shares Original Issue Price Aggregate Authorized Issued Series A 33,555,555 33,555,555 $ 1.00 $ 33,556 Series B 35,000,000 33,162,954 1.50 49,744 68,555,555 66,718,509 $ 83,300 |
Stock-Based Compensation Plan (
Stock-Based Compensation Plan (Tables) - Surrozen Inc [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of stock option activity | A summary of stock option activity is as follows: Options Outstanding Number of Weighted Weighted Aggregate Outstanding—December 31, 2020 6,093,611 $ 0.40 8.43 Granted 3,094,625 1.85 Exercised (720,531 ) 0.40 Canceled (38,516 ) 0.85 Outstanding—June 30, 2021 8,429,189 0.93 8.60 $ 7,332 Options outstanding and exercisable as of June 30, 2021 8,429,189 0.93 8.60 7,332 Options vested and expect to vest as of June 30, 2021 8,429,189 0.93 8.60 7,332 | A summary of stock option activity is as follows (in thousands except per share amounts): Options outstanding Number of Weighted Weighted Aggregate Outstanding—January 1, 2020 4,091 $ 0.17 8.66 Granted 2,600 0.76 Exercised (407 ) 0.44 Cancelled (190 ) 0.31 Outstanding—December 31, 2020 6,094 0.40 8.43 $ 7,868 Options outstanding and exercisable as of December 31, 2020 6,094 0.40 8.43 7,868 Options vested and expect to vest as of December 31, 2020 6,094 0.40 8.43 7,868 |
Summary of RSU activity | The following table summarizes the Company’s RSA activity: Number of Weighted RSAs, unvested at December 31, 2020 263,022 $ 0.69 Granted 1,100,000 1.75 Vested (154,686 ) 1.13 Canceled (93,750 ) 1.71 RSAs, unvested at June 30, 2021 1,114,586 1.59 | The following table summarizes the Company’s RSA activity (in thousands except per share amounts): Number of Shares Weighted RSAs, unvested at January 1, 2020 461 $ 0.27 Granted 100 1.20 Cancelled (29 ) 0.09 Vested (269 ) 0.22 RSAs, unvested at December 31, 2020 263 0.69 |
Schedule of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options using Black-Scholes Option Pricing Model | The fair value of employee options is estimated at the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions: Six Months Ended June 30, 2021 2020 Expected term (in years) 5.95 5.99 Expected volatility 63.43 % 59.24 % Risk-free rate 0.78 % 1.36 % Dividend yield — — | The fair value of employee options is estimated at the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions: Years Ended December 31, 2020 2019 Expected term (in years) 5.96—6.07 5.92—6.08 Expected volatility 58.71%—62.88% 59.76%—64.12% Risk-free interest rate 0.31%—1.48% 1.42%—2.48% Dividend yield — % — % |
Summary of Stock-based Compensation Expense | Total stock-based compensation recorded in the condensed statements of operations and comprehensive loss related to options and RSAs was as follows (in thousands): Six Months Ended June 30, 2021 2020 Research and development $ 347 $ 201 General and administrative 660 107 Total stock-based compensation expense $ 1,007 $ 308 | Total stock-based compensation recorded in the statements of operations related to options and RSAs was as follows (in thousands): Years Ended December 31, 2020 2019 Research and development $ 423 $ 687 General and administrative 212 103 Total stock-based compensation expense $ 635 $ 790 |
Income Taxes (Tables)
Income Taxes (Tables) - Surrozen Inc [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Net Deferred Tax Assets | Significant components of the Company’s net deferred tax assets consist of the following (in thousands): December 31, 2020 2019 Deferred tax assets Net operating loss carryforwards $ 22,585 $ 13,830 Lease liabilities 2,487 2,749 Research and development credits 2,166 1,508 Accrual and reserves 457 319 Capitalized intangible costs 156 171 Stock-based compensation 2 3 Other 5 — Gross deferred tax assets 27,858 18,580 Less valuation allowance (25,941 ) (16,339 ) Deferred tax assets, net of valuation allowance 1,917 2,241 Deferred tax liabilities Right-of-use assets (1,555 ) (1,675 ) Fixed assets (340 ) (552 ) Other (22 ) (14 ) Gross deferred tax liabilities (1,917 ) (2,241 ) Total net deferred tax assets $ — $ — |
Summary of Tax Benefits | A reconciliation of the Company’s unrecognized tax benefits is as follows (in thousands): December 31, 2020 2019 Balance at beginning of the year $ 673 $ 188 Additions based on tax positions related to current year 248 263 Additions based on tax positions of prior year — 222 Balance at end of the year $ 921 $ 673 |
Schedule of Reconciliation of U.S. Federal Statutory Income Tax Rate TO Effective Income Tax Rate | A reconciliation of the statutory U.S. federal tax rate to the Company’s effective tax rate is as follows: December 31, 2020 2019 Statutory rate 21.00 % 21.00 % State tax 7.96 8.46 Tax credits 0.84 0.98 Change in valuation allowance (29.43 ) (28.78 ) Other (0.37 ) (1.66 ) Total 0.00 % 0.00 % |
Common Stock (Tables)
Common Stock (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Surrozen Inc [Member] | ||
Schedule of common stock capital shares reserved for future issuance | The Company had reserved the following shares of common stock for future issuance as follows: June 30, Redeemable convertible preferred stock, as converted Issued 95,289,932 Unissued 6 Options outstanding 8,429,189 Shares available for future stock option grants 443,500 Total 104,162,627 | The Company had reserved the following shares of common stock for future issuance as follows: December 31, Redeemable convertible preferred stock, as converted Issued 95,289,932 Unissued 6 Options issued and outstanding 6,093,611 Shares available for future stock option grants 1,499,359 Total 102,882,908 |
Description of Organization a_2
Description of Organization and Business Operations (Details) | Apr. 15, 2021USD ($)$ / sharesshares | Dec. 01, 2020USD ($)$ / sharesshares | Nov. 23, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Jun. 30, 2021USD ($)$ / shares |
Subsidiary, Sale of Stock [Line Items] | |||||
Condition for future business combination number of businesses minimum | 1 | ||||
Underwriting fees | $ 1,840,000 | $ 1,840,000 | |||
Deferred underwriting fee payable | 3,220,000 | 3,220,000 | |||
Other offering costs | 598,864 | 598,864 | |||
Proceeds from issuance of units | $ 12,240,000 | 86,113,691 | |||
Assets Held-in-trust | 92,000,000 | ||||
Additions to assets held in trust | $ 12,000,000 | ||||
Transaction Costs | $ 5,658,864 | $ 5,658,864 | |||
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account | 80.00% | 80.00% | |||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | 50.00% | |||
Proceeds from issuance of warrants | $ 4,340,000 | ||||
Business Combination Agreement [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Business acquisition equity interest issued or issuable value assigned | $ 200,000,000 | ||||
Business Combination Agreement [Member] | Common Stock [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Business acquisition share price | $ / shares | $ 10 | ||||
PIPE Investors [Member] | Subscription Agreement [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock issued during period shares new shares | shares | 12,020,000 | ||||
Sale of stock price per share | $ / shares | $ 10 | ||||
PIPE Investors [Member] | Subscription Agreement [Member] | Common Stock [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Warrant voting right per share | shares | 1 | ||||
Class of warrant or right exercise price of warrants or rights | $ / shares | $ 11.50 | ||||
Pipe Warrant [Member] | PIPE Investors [Member] | Subscription Agreement [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from issuance of warrants | $ 120,200,000 | ||||
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Units, net of underwriting discounts | shares | 9,200,000 | 8,000,000 | |||
Share price | $ / shares | $ 10 | $ 10 | |||
Proceeds from issuance of units | $ 80,000,000 | ||||
Assets Held-in-trust | $ 80,000,000 | ||||
Private Placement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Units, net of underwriting discounts | shares | 24,000 | 410,000 | |||
Share price | $ / shares | $ 10 | $ 10 | |||
Proceeds from issuance of units | $ 240,000 | $ 4,100,000 | |||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Units, net of underwriting discounts | shares | 1,200,000 | ||||
Proceeds from issuance of units | $ 12,000,000 |
Organization - Additional Infor
Organization - Additional Information (Details) - USD ($) | Aug. 11, 2021 | Apr. 15, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Net income loss | $ 3,584,072 | $ 232,964 | $ 2,122,328 | $ 3,817,036 | |||||
Cash from operations | 933,988 | 596,514 | |||||||
Cash and cash equivalents | 390,673 | 987,187 | 390,673 | $ 987,187 | |||||
Retained earnings accumulated deficit | 5,939,364 | 2,122,328 | $ 5,939,364 | $ 2,122,328 | |||||
Surrozen Inc [Member] | |||||||||
Date of incorporation | Aug. 12, 2015 | Aug. 12, 2015 | |||||||
Country or state of incorporation | CA | CA | |||||||
Net income loss | $ 25,675,000 | $ 13,254,000 | $ 32,716,000 | $ 24,362,000 | |||||
Cash from operations | 23,212,000 | 12,225,000 | 29,099,000 | 21,056,000 | |||||
Cash and cash equivalents | 18,850,000 | 34,982,000 | 18,850,000 | $ 66,691,000 | 34,982,000 | 29,104,000 | |||
Short-term Investments | 6,598,000 | 14,200,000 | 6,598,000 | 14,200,000 | 0 | ||||
Retained earnings accumulated deficit | $ 113,676,000 | $ 88,001,000 | 113,676,000 | $ 88,001,000 | $ 55,285,000 | ||||
Common stock, conversion basis | Each unit consists of one share of New Surrozen’s common stock and one-third of one redeemable warrant for one share of New Surrozen’s common stock. | ||||||||
Surrozen Inc [Member] | Subsequent Event [Member] | |||||||||
Proceeds from divestiture of businesses | $ 144,700,000 | ||||||||
Surrozen Inc [Member] | Private Placement [Member] | |||||||||
Net income loss | $ 25,700,000 | ||||||||
Surrozen Inc [Member] | Unit [Member] | Private Placement [Member] | |||||||||
Stock issued during period, Shares | 12,020,000 | ||||||||
Shares issued, price per share | $ 10 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 6 Months Ended | |||
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Unrecognized tax benefits | $ 0 | $ 0 | ||
Amounts accrued for the payment of interest and penalties | 0 | 0 | ||
Federal Depository Insurance Coverage | 250,000 | $ 250,000 | ||
Number of warrants to purchase shares issued | 434,000 | |||
Surrozen Inc [Member] | ||||
Unrecognized tax benefits | $ 921,000 | $ 673,000 | $ 188,000 | |
Deferred transaction costs, Noncurrent | $ 1,344,000 | 0 | ||
Lease term | April 2025 | |||
Restricted cash non current | $ 405,000 | 405,000 | $ 405,000 | |
Surrozen Inc [Member] | Other Noncurrent Assets [Member] | ||||
Deferred transaction costs, Noncurrent | $ 1,300,000 | $ 0 | ||
Initial Public Offering and private placement | ||||
Number of warrants to purchase shares issued | 3,211,334 | 3,211,334 |
Summary Of Significant Accoun_5
Summary Of Significant Accounting Policies - Basic And Diluted Net Income (Loss) Per Ordinary Share (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Net loss | $ (3,584,072) | $ (232,964) | $ (2,122,328) | $ (3,817,036) |
Class A ordinary Shares subject to possible redemption | ||||
Interest earned on marketable securities held in Trust Account | 7,239 | 5,243 | 26,845 | |
Unrealized loss on marketable securities held in Trust Account | (7,466) | |||
Less: interest available to be withdrawn for working capital | (5,343) | 0 | ||
Net income (loss) | $ 1,896 | $ (2,223) | $ 26,845 | |
Basic and diluted weighted average shares outstanding | 8,162,790 | 8,181,335 | 8,174,309 | |
Basic and diluted net loss per share | $ 0 | $ 0 | $ 0 | |
Non-redeemable ordinary shares | ||||
Net loss | $ (3,584,072) | $ (2,122,328) | $ (3,817,036) | |
Add: Net loss allocable to Class A ordinary shares subject to possible redemption | (1,896) | 2,223 | (26,845) | |
Net income (loss) | $ (3,585,968) | $ (2,120,105) | $ (3,843,881) | |
Basic and diluted weighted average shares outstanding | 3,771,210 | 2,461,095 | 3,759,691 | |
Basic and diluted net loss per share | $ (0.95) | $ (0.86) | $ (1.02) |
Summary Of Significant Accoun_6
Summary Of Significant Accounting Policies - Summary of Property and Equipment Useful Lives (Details) - Surrozen Inc [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of useful life of asset or lease term |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Other Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Minimum [Member] | Furnitures Fixtures And Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum [Member] | Furnitures Fixtures And Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 8 years |
Summary Of Significant Accoun_7
Summary Of Significant Accounting Policies - Schedule Of Antidilutive Securities Excluded From Computation Of Earnings Per Share (Details) - Surrozen Inc [Member] - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities, Total | 105,449,645 | 101,082,361 | 102,237,486 | 72,109,873 |
Redeemable convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities, Total | 95,289,932 | 95,289,932 | 95,289,932 | 66,718,509 |
Options outstanding [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities, Total | 8,429,189 | 4,704,000 | 6,093,611 | 4,091,333 |
Unvested RSAs [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities, Total | 1,114,586 | 347,397 | 263,022 | 460,939 |
Unvested common stock subject to repurchase [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities, Total | 615,938 | 741,032 | 590,921 | 839,092 |
Restatement Of Previously Iss_3
Restatement Of Previously Issued Financial Statements - Additional Information (Details) | 4 Months Ended |
Dec. 31, 2020 | |
Restatement [Abstract] | |
Percentage of minimum acceptance of shareholders of tender offer provision | 50.00% |
Restatement Of Previously Iss_4
Restatement Of Previously Issued Financial Statements - Summary Of Restatement Of Previously Issued Financial Statements (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Nov. 23, 2020 | Aug. 21, 2020 | |
Prior Period Restatement Of Balance Sheet [Abstract] | ||||||
Warrant liability | $ 5,138,148 | $ 3,404,014 | $ 5,138,148 | |||
Total Liabilities | 9,902,794 | 6,914,162 | 9,902,794 | |||
Ordinary Shares Subject to Possible Redemption | 78,043,830 | 81,860,860 | 78,043,830 | |||
Additional paid-in capital | 10,938,952 | 7,121,960 | 10,938,952 | |||
Accumulated deficit | (5,939,364) | (2,122,328) | (5,939,364) | |||
Shareholders' Equity | 5,000,001 | $ 5,000,003 | 5,000,007 | 5,000,001 | $ 0 | |
Prior Period Adjustment Restatement of Statement Of Operations [Abstract] | ||||||
Change in fair value of warrant liability | 2,536,968 | 1,573,554 | 1,734,134 | |||
Net loss | (3,584,072) | (232,964) | (2,122,328) | (3,817,036) | ||
Prior Period Adjustment Restatement Of Statement Of Cash Flows [Abstract] | ||||||
Net loss | (3,584,072) | $ (232,964) | (2,122,328) | (3,817,036) | ||
Change in fair value of warrant liability | 2,536,968 | 1,573,554 | 1,734,134 | |||
Initial classification of warrant liability | 1,830,460 | |||||
Initial classification of common stock subject to possible redemption | 72,522,937 | |||||
Change in value of common stock subject to possible redemption | (2,429,850) | (3,817,030) | ||||
Class A ordinary | ||||||
Prior Period Restatement Of Balance Sheet [Abstract] | ||||||
Class A Ordinary Shares | $ 183 | $ 145 | $ 183 | |||
Class A ordinary shares subject to possible | ||||||
Prior Period Adjustment Restatement of Statement Of Operations [Abstract] | ||||||
weighted average shares outstanding | 8,162,790 | 8,181,335 | 8,174,309 | |||
Basic and diluted net loss per share | $ 0 | $ 0 | $ 0 | |||
Non-redeemable ordinary shares | ||||||
Prior Period Adjustment Restatement of Statement Of Operations [Abstract] | ||||||
Net loss | $ (3,584,072) | $ (2,122,328) | $ (3,817,036) | |||
weighted average shares outstanding | 3,771,210 | 2,461,095 | 3,759,691 | |||
Basic and diluted net loss per share | $ (0.95) | $ (0.86) | $ (1.02) | |||
Prior Period Adjustment Restatement Of Statement Of Cash Flows [Abstract] | ||||||
Net loss | $ (3,584,072) | $ (2,122,328) | $ (3,817,036) | |||
As Previously Reported | ||||||
Prior Period Restatement Of Balance Sheet [Abstract] | ||||||
Total Liabilities | 3,510,148 | $ 3,167,722 | ||||
Ordinary Shares Subject to Possible Redemption | 85,264,880 | 74,121,170 | ||||
Additional paid-in capital | 5,440,915 | 5,004,636 | ||||
Accumulated deficit | (441,255) | (4,961) | ||||
Shareholders' Equity | 5,000,001 | |||||
Prior Period Adjustment Restatement of Statement Of Operations [Abstract] | ||||||
Net loss | (441,255) | |||||
Prior Period Adjustment Restatement Of Statement Of Cash Flows [Abstract] | ||||||
Net loss | (441,255) | |||||
Initial classification of common stock subject to possible redemption | 74,121,170 | |||||
Change in value of common stock subject to possible redemption | (436,290) | |||||
As Previously Reported | Class A ordinary | ||||||
Prior Period Restatement Of Balance Sheet [Abstract] | ||||||
Class A Ordinary Shares | $ 111 | 100 | ||||
As Previously Reported | Class A ordinary shares subject to possible | ||||||
Prior Period Adjustment Restatement of Statement Of Operations [Abstract] | ||||||
weighted average shares outstanding | 8,326,328 | |||||
As Previously Reported | Non-redeemable ordinary shares | ||||||
Prior Period Adjustment Restatement of Statement Of Operations [Abstract] | ||||||
weighted average shares outstanding | 2,414,403 | |||||
Basic and diluted net loss per share | $ (0.18) | |||||
Adjustments | ||||||
Prior Period Restatement Of Balance Sheet [Abstract] | ||||||
Warrant liability | $ 3,404,014 | 1,598,233 | ||||
Total Liabilities | 3,404,014 | 1,598,233 | ||||
Ordinary Shares Subject to Possible Redemption | (3,404,020) | (1,598,233) | ||||
Additional paid-in capital | 1,681,045 | 107,501 | ||||
Accumulated deficit | (1,681,073) | (107,519) | ||||
Shareholders' Equity | 6 | |||||
Prior Period Adjustment Restatement of Statement Of Operations [Abstract] | ||||||
Change in fair value of warrant liability | 1,573,554 | |||||
Allocation of initial public offering costs | 107,519 | |||||
Net loss | (1,681,073) | |||||
Prior Period Adjustment Restatement Of Statement Of Cash Flows [Abstract] | ||||||
Net loss | (1,681,073) | |||||
Allocation of initial public offering costs | 107,519 | |||||
Change in fair value of warrant liability | 1,573,554 | |||||
Initial classification of warrant liability | 1,830,460 | |||||
Initial classification of common stock subject to possible redemption | (1,598,233) | |||||
Change in value of common stock subject to possible redemption | (1,993,560) | |||||
Adjustments | Class A ordinary | ||||||
Prior Period Restatement Of Balance Sheet [Abstract] | ||||||
Class A Ordinary Shares | $ 34 | 18 | ||||
Adjustments | Class A ordinary shares subject to possible | ||||||
Prior Period Adjustment Restatement of Statement Of Operations [Abstract] | ||||||
weighted average shares outstanding | (144,993) | |||||
Adjustments | Non-redeemable ordinary shares | ||||||
Prior Period Adjustment Restatement of Statement Of Operations [Abstract] | ||||||
weighted average shares outstanding | 46,692 | |||||
Basic and diluted net loss per share | $ (0.68) | |||||
As Restated | ||||||
Prior Period Restatement Of Balance Sheet [Abstract] | ||||||
Warrant liability | $ 3,404,014 | 1,598,233 | ||||
Total Liabilities | 6,914,162 | 4,765,955 | ||||
Ordinary Shares Subject to Possible Redemption | 81,860,860 | 72,522,937 | ||||
Additional paid-in capital | 7,121,960 | 5,112,137 | ||||
Accumulated deficit | (2,122,328) | (112,480) | ||||
Shareholders' Equity | 5,000,007 | |||||
Prior Period Adjustment Restatement of Statement Of Operations [Abstract] | ||||||
Change in fair value of warrant liability | 1,573,554 | |||||
Allocation of initial public offering costs | 107,519 | |||||
Net loss | (2,122,328) | |||||
Prior Period Adjustment Restatement Of Statement Of Cash Flows [Abstract] | ||||||
Net loss | (2,122,328) | |||||
Allocation of initial public offering costs | 107,519 | |||||
Change in fair value of warrant liability | 1,573,554 | |||||
Initial classification of warrant liability | 1,830,460 | |||||
Initial classification of common stock subject to possible redemption | 72,522,937 | |||||
Change in value of common stock subject to possible redemption | (2,429,850) | |||||
As Restated | Class A ordinary | ||||||
Prior Period Restatement Of Balance Sheet [Abstract] | ||||||
Class A Ordinary Shares | $ 145 | $ 118 | ||||
As Restated | Class A ordinary shares subject to possible | ||||||
Prior Period Adjustment Restatement of Statement Of Operations [Abstract] | ||||||
weighted average shares outstanding | 8,181,335 | |||||
As Restated | Non-redeemable ordinary shares | ||||||
Prior Period Adjustment Restatement of Statement Of Operations [Abstract] | ||||||
weighted average shares outstanding | 2,461,095 | |||||
Basic and diluted net loss per share | $ (0.86) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Dec. 01, 2020 | Nov. 23, 2020 | Dec. 31, 2020 | Jun. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from issuance of units | $ 12,240,000 | $ 86,113,691 | ||
Additions to assets held in trust | 12,000,000 | |||
Assets Held-in-trust | $ 92,000,000 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units (in shares) | 9,200,000 | 8,000,000 | ||
Share price | $ 10 | $ 10 | ||
Proceeds from issuance of units | $ 80,000,000 | |||
Assets Held-in-trust | $ 80,000,000 | |||
Initial Public Offering | Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Shares per unit | 1 | |||
Warrants per unit | 0.33 | |||
Shares per warrant | 1 | |||
Exercise price of warrants | $ 11.50 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units (in shares) | 1,200,000 | |||
Proceeds from issuance of units | $ 12,000,000 | |||
Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units (in shares) | 24,000 | 410,000 | ||
Share price | $ 10 | $ 10 | ||
Shares per unit | 1 | |||
Proceeds from issuance of units | $ 240,000 | $ 4,100,000 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Dec. 01, 2020 | Nov. 23, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from issuance of units | $ 12,240,000 | $ 86,113,691 | |
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrants per unit | 1 | ||
Exercise price of warrant | $ 11.50 | $ 11.50 | |
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units (in shares) | 24,000 | 410,000 | |
Share price | $ 10 | $ 10 | |
Proceeds from issuance of units | $ 240,000 | $ 4,100,000 | |
Shares per unit | 1 | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrants per unit | 0.33 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Nov. 10, 2020USD ($)shares | Oct. 08, 2020USD ($)shares | Sep. 04, 2020USD ($)item$ / sharesshares | Dec. 31, 2020USD ($)shares | Jun. 30, 2021shares |
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ | $ 25,000 | ||||
Class B ordinary | |||||
Related Party Transaction [Line Items] | |||||
Common shares, shares issued (in shares) | 2,300,000 | 2,300,000 | |||
Common shares, shares outstanding (in shares) | 2,300,000 | 2,300,000 | |||
Class A ordinary | |||||
Related Party Transaction [Line Items] | |||||
Common shares, shares issued (in shares) | 1,447,914 | 1,829,617 | |||
Common shares, shares outstanding (in shares) | 1,447,914 | 1,829,617 | |||
Founder Shares | Class B ordinary | |||||
Related Party Transaction [Line Items] | |||||
Stock repurchased during the period | $ | $ 0 | $ 0 | |||
Stock repurchased during the period ( in shares) | 575,000 | 718,750 | |||
Common shares, shares issued (in shares) | 2,300,000 | ||||
Common shares, shares outstanding (in shares) | 2,300,000 | ||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | 20.00% | |||
Founder Shares | Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Shares subject to forfeiture | 300,000 | 300,000 | |||
Founder Shares | Sponsor | Class B ordinary | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 3,593,750 | ||||
Aggregate purchase price | $ | $ 25,000 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item | 20 | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item | 30 | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||
Founder Shares | Sponsor | Class A ordinary | |||||
Related Party Transaction [Line Items] | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Nov. 18, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 23, 2020 | Sep. 04, 2020 |
Related Party Transaction [Line Items] | ||||||||||
Repayment of promissory note - related party | $ 147,753 | |||||||||
Surrozen Inc [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from issuance of redeemable convertible preferred stock | $ 0 | $ 49,887,000 | $ 49,886,000 | $ 28,856,000 | ||||||
Surrozen Inc [Member] | Series C Redeemable Convertible Preferred Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Issuance of redeemable convertible preferred stock | 28,571,423 | 28,571,423 | ||||||||
Surrozen Inc [Member] | The Regents of the University of California [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Ownership Percentage | 9.60% | 9.60% | ||||||||
Surrozen Inc [Member] | The Regents of the University of California [Member] | Series C Redeemable Convertible Preferred Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Issuance of redeemable convertible preferred stock | 4,285,714 | |||||||||
Proceeds from issuance of redeemable convertible preferred stock | $ 7,500,000 | |||||||||
Surrozen Inc [Member] | Stanford [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Ownership Percentage | 4.40% | 4.40% | ||||||||
Promissory Note with Related Party | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||||||||
Outstanding balance of related party note | $ 147,753 | |||||||||
Administrative Services Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses per month | $ 55,000 | |||||||||
Expenses incurred and paid | $ 55,000 | $ 165,000 | 330,000 | |||||||
Related Party Loans | Working capital loans warrant | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||
Price of warrant | $ 10 | $ 10 | $ 10 | $ 10 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
COMMITMENTS | ||
Deferred fee per unit | $ 0.35 | $ 0.35 |
Deferred underwriting fee payable | $ 3,220,000 | $ 3,220,000 |
Shareholders' Equity - Preferre
Shareholders' Equity - Preferred Stock Shares (Details) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Stockholders' Equity Note [Abstract] | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Shareholders' Equity - Common S
Shareholders' Equity - Common Stock Shares (Details) | Jun. 30, 2021item$ / sharesshares | Dec. 31, 2020item$ / sharesshares |
Class A ordinary | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 350,000,000 | 350,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | item | 1 | 1 |
Common shares, shares issued (in shares) | 1,829,617 | 1,447,914 |
Common shares, shares outstanding (in shares) | 1,829,617 | 1,447,914 |
Common stock subject to possible redemption, issued (in shares) | 7,804,383 | 8,186,086 |
Class B ordinary | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | item | 1 | 1 |
Common shares, shares issued (in shares) | 2,300,000 | 2,300,000 |
Common shares, shares outstanding (in shares) | 2,300,000 | 2,300,000 |
Common stock subject to possible redemption, issued (in shares) | 2,300,000 | 2,300,000 |
Warrant Liability (Details)
Warrant Liability (Details) | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020itemd$ / shares | Jun. 30, 2021ditem$ / shares | |
Class of Warrant or Right [Line Items] | ||
Threshold number of business days before sending notice of redemption to warrant holders | item | 30 | |
Trading period after business combination used to measure dilution of warrant | d | 20 | |
Warrants | ||
Class of Warrant or Right [Line Items] | ||
Maximum period after business combination in which to file registration statement | 20 days | 20 days |
Period of time within which registration statement is expected to become effective | 60 days | 60 days |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Restrictions on transfer period of time after business combination completion | 30 days | 30 days |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise period condition one | 30 days | 30 days |
Warrant exercise period condition two | 1 year | 1 year |
Public Warrants expiration term | 5 years | 5 years |
Warrant redemption condition minimum share price scenario two | $ 18 | $ 18 |
Share price trigger used to measure dilution of warrant | $ 9.20 | $ 9.20 |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 | 60 |
Trading period after business combination used to measure dilution of warrant | d | 20 | |
Warrant exercise price adjustment multiple | 115 | 115 |
Warrant redemption price adjustment multiple | 100 | 100 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Warrant redemption condition minimum share price | $ 10 | $ 10 |
Warrant redemption condition minimum share price scenario two | 18 | 18 |
Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 0.01 |
Threshold trading days for redemption of public warrants | item | 20 | 20 |
Threshold consecutive trading days for redemption of public warrants | item | 30 | 30 |
Threshold number of business days before sending notice of redemption to warrant holders | item | 30 | |
Redemption period | 30 days | 30 days |
Warrant redemption price adjustment multiple | 180 | 180 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||
Class of Warrant or Right [Line Items] | ||
Warrant redemption condition minimum share price | $ 10 | $ 10 |
Warrant redemption condition minimum share price scenario two | 18 | 18 |
Redemption price per public warrant (in dollars per share) | $ 0.10 | $ 0.10 |
Threshold trading days for redemption of public warrants | item | 30 | 30 |
Redemption period | 30 days | 30 days |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Marketable securities held in Trust Account | $ 92,029,147 | $ 91,997,501 |
Liabilities: | ||
Warrant Liability | 5,138,148 | 3,404,014 |
Level 1 | Recurring | ||
Assets: | ||
Marketable securities held in Trust Account | 92,029,147 | 91,997,501 |
Level 1 | Recurring | Public Warrants | ||
Liabilities: | ||
Warrant Liability | 4,753,334 | 3,250,667 |
Level 3 | Recurring | Private Placement Warrants | ||
Liabilities: | ||
Warrant Liability | $ 384,814 | $ 153,347 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Of Key Inputs Into The Binomial Lattice Simulation Model For The Private Placement Warrants And Public Warrants (Details) | Dec. 31, 2020yr | Nov. 23, 2020yr |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, Measurement Input | 0.4 | 0.4 |
Expected term (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, Measurement Input | 5 | 5 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, Measurement Input | 16 | 12 |
Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, Measurement Input | 11.50 | 11.50 |
Fair value of Units | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, Measurement Input | 10.12 | 9.81 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of fair value of the warrant liabilities (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | |
Warrants Liabilities | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Balance at the beginning | $ 1,597,900 | $ 2,601,180 | $ 3,404,014 |
Change in valuation inputs or other assumptions | 1,806,114 | 2,536,968 | (802,834) |
Balance at the end | 3,404,014 | 5,138,148 | 2,601,180 |
Private Placement Warrants | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Balance at the beginning | 77,900 | 117,180 | 153,347 |
Change in valuation inputs or other assumptions | 75,447 | 267,634 | (36,167) |
Balance at the end | 153,347 | 384,814 | 117,180 |
Public Warrants | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Balance at the beginning | 1,520,000 | 2,484,000 | 3,250,667 |
Change in valuation inputs or other assumptions | 1,730,667 | 2,269,334 | (766,667) |
Balance at the end | $ 3,250,667 | $ 4,753,334 | $ 2,484,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Nov. 23, 2020 | |
Warrants Liabilities | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Transfers out of level 3 | $ 1,597,900 | ||
Transfers in or out of level 3 | $ 0 | ||
Private Placement Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Aggregate value of warrants | 153,347,000,000 | $ 82,460 | |
Warrants per share | $ 57 | ||
Public Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Aggregate value of warrants | $ 3,250,667,000,000 | $ 1,748,000 | |
Warrants per share | $ 57 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Fair Value Measurements, Recurring and Nonrecurring (Detail) - Surrozen Inc [Member] - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets, Fair Value Disclosure | $ 15,014 | $ 48,296 | $ 28,223 | |||
Money Market Funds [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets, Fair Value Disclosure | 8,416 | [1] | 31,896 | [1],[2] | 28,223 | [2] |
Corporate Bonds [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets, Fair Value Disclosure | 1,115 | |||||
Commercial Paper [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets, Fair Value Disclosure | 6,598 | 15,285 | [3] | |||
Fair Value, Inputs, Level 1 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets, Fair Value Disclosure | 8,416 | 31,896 | 28,223 | |||
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets, Fair Value Disclosure | 8,416 | [1] | 31,896 | [1],[2] | 28,223 | [2] |
Fair Value, Inputs, Level 1 [Member] | Corporate Bonds [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets, Fair Value Disclosure | 0 | |||||
Fair Value, Inputs, Level 1 [Member] | Commercial Paper [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets, Fair Value Disclosure | 0 | 0 | [3] | |||
Fair Value, Inputs, Level 2 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets, Fair Value Disclosure | 6,598 | 16,400 | 0 | |||
Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets, Fair Value Disclosure | 0 | [1] | 0 | [1],[2] | 0 | [2] |
Fair Value, Inputs, Level 2 [Member] | Corporate Bonds [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets, Fair Value Disclosure | 1,115 | |||||
Fair Value, Inputs, Level 2 [Member] | Commercial Paper [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets, Fair Value Disclosure | 6,598 | 15,285 | [3] | |||
Fair Value, Inputs, Level 3 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets, Fair Value Disclosure | 0 | 0 | 0 | |||
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets, Fair Value Disclosure | 0 | [1] | 0 | [1],[2] | $ 0 | [2] |
Fair Value, Inputs, Level 3 [Member] | Corporate Bonds [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets, Fair Value Disclosure | 0 | |||||
Fair Value, Inputs, Level 3 [Member] | Commercial Paper [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets, Fair Value Disclosure | $ 0 | $ 0 | [3] | |||
[1] | Money market funds are included in cash and cash equivalents on the condensed balance sheets as of June 30, 2021 and December 31, 2020. | |||||
[2] | Money market funds are included in cash and cash equivalents on the balance sheets as of December 31, 2020 and 2019. | |||||
[3] | Marketable securities with original maturities of three months or less, in the amount of $2.2 million, are included in cash and cash equivalents on the balance sheet as of December 31, 2020. |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of Fair Value Measurements, Recurring and Nonrecurring (Parenthetical) (Detail) - Surrozen Inc [Member] - Marketable Securities With Maturity Of Less Than Three Months [Member] - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities at fair value | $ 6.6 | |
Cash and Cash Equivalents [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities at fair value | $ 2.2 | $ 2.2 |
Fair Value Measurements - Sum_5
Fair Value Measurements - Summary of Debt Securities, Available-for-sale (Detail) - Surrozen Inc [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 6,598 | $ 16,400 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 6,598 | 16,400 |
Corporate Bonds [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 1,115 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Value | 1,115 | |
Commercial Paper [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 6,598 | 15,285 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | $ 6,598 | $ 15,285 |
Fair Value Measurements - Sum_6
Fair Value Measurements - Summary Of Debt Securities, Available-For-Sale (Parenthetical) (Detail) - Surrozen Inc [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | |||
Short term investments | $ 6,598 | $ 14,200 | $ 0 |
Available for sale debt securities in continuous unrealized position for less than twelve months | 0 | 1,100 | |
Debt securities available for sale continuous position less than twelve months accumulated loss | 1,000 | ||
Marketable Securities With Maturity Of Less Than Three Months [Member] | |||
Debt Securities, Available-for-sale [Line Items] | |||
Marketable securities at fair value | 6,600 | ||
Marketable Securities With Maturity Of Less Than Three Months [Member] | Cash and Cash Equivalents [Member] | |||
Debt Securities, Available-for-sale [Line Items] | |||
Marketable securities at fair value | $ 2,200 | $ 2,200 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Property, Plant and Equipment (Detail) - Surrozen Inc [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 13,583 | $ 12,442 | |
Less accumulated depreciation and amortization | (7,747) | (5,810) | |
Property and equipment, net | $ 5,393 | 5,836 | 6,632 |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 7,052 | 7,052 | |
Computer equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 137 | 137 | |
Furniture and office equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 310 | 285 | |
Lab equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 6,084 | $ 4,968 |
Balance Sheet Components - Su_2
Balance Sheet Components - Summary of Property, Plant and Equipment (Parenthetical) (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Surrozen Inc [Member] | ||||
Depreciation expense | $ 1,003 | $ 1,017 | $ 1,937 | $ 2,283 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Accrued Liabilities (Detail) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued liabilities | $ 1,544,646 | $ 290,148 | |
Surrozen Inc [Member] | |||
Payroll and related expenses | 1,557,000 | 1,673,000 | $ 1,242,000 |
Liability for early exercised stock options | 296,000 | 188,000 | 124,000 |
Accrued research and development expenses | 3,569,000 | 1,305,000 | 0 |
Accrued professional service fees | 889,000 | 0 | |
Other accrued expenses | 247,000 | 228,000 | 61,000 |
Accrued liabilities | $ 6,558,000 | $ 3,394,000 | $ 1,427,000 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Other Assets (Detail) - Surrozen Inc [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Other Assets Noncurrent Disclosure [Line Items] | |||
Deferred transaction costs | $ 1,344 | $ 0 | |
Other | 40 | 39 | |
Other assets | $ 1,384 | $ 39 | $ 49 |
Leases - Summary Of Lessee, Ope
Leases - Summary Of Lessee, Operating Lease, Liability, Maturity (Detail) - Surrozen Inc [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Lessee, Lease, Description [Line Items] | |||
2021 | $ 1,405 | $ 2,818 | |
2022 | 2,486 | 2,486 | |
2023 | 2,564 | 2,564 | |
2024 | 2,646 | 2,646 | |
2025 | 891 | 891 | |
Total lease payments | 9,992 | 11,405 | |
Less: Imputed interest | (1,430) | (1,808) | |
Operating lease liability | $ 8,562 | $ 9,597 | $ 10,700 |
Leases - Summary Of Supplementa
Leases - Summary Of Supplemental Information Relating To Operating Leases (Detail) - Surrozen Inc [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Cash paid for amounts included in the measurement of lease liabilities (in thousands) | $ 2,520 | $ 2,266 |
Weighted-average remaining lease term (in years) | 4 years 2 months 8 days | 5 years 3 months 29 days |
Weighted-average discount rate | 8.40% | 8.50% |
Leases - Additional Information
Leases - Additional Information (Detail) - Surrozen Inc [Member] $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($)ft² | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 31, 2020ft² | Aug. 31, 2016ft² | |
Lessee, Lease, Description [Line Items] | ||||||
Area of real estate | ft² | 6,478 | 32,813 | ||||
Operating lease month of expiry of lease | 2025-04 | |||||
Lease incentive from lessor | $ 4,600 | |||||
Restricted cash non current | $ 405 | $ 405 | $ 405 | |||
Operating lease term | 18 months | |||||
Operating lease right of use assets | 4,928 | $ 5,556 | 5,985 | |||
Operating lease liabilities | 8,562 | 9,597 | 10,700 | |||
Operating lease expense | $ 1,000 | $ 800 | $ 1,800 | 1,600 | ||
Other Income [Member] | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating sublease income | $ 300 | |||||
Eighteen Months [Member] | January Two Thousand And Eighteen Lease Agreement For Office Space [Member] | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Area of real estate | ft² | 6,478 | |||||
Operating lease term | 18 months | |||||
CALIFORNIA | Eight Years [Member] | August Two Thousand And Sixteen Lease Agreement For Office Space [Member] | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Area of real estate | ft² | 32,813 | |||||
Operating lease month of expiry of lease | 2025-04 | |||||
Lease incentive from lessor | $ 4,600 | |||||
Restricted cash non current | $ 400 |
License Agreements - Additiona
License Agreements - Additional Information (Detail) - Surrozen Inc [Member] - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Mar. 31, 2016 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
License Agreements [Line Items] | ||||||
Stock issued during period, shares, issued for services | 241,688 | |||||
Exercise of stock options | 720,531 | 407,000 | ||||
Research and development expense | $ 18,866 | $ 10,076 | $ 25,684 | $ 19,603 | ||
Stanford License Agreements [Member] | Stanford [Member] | ||||||
License Agreements [Line Items] | ||||||
Payments for milestone agreement or earned Royalties on achievement of milestones | $ 900 | 0 | 0 | 0 | ||
Payments for achievement of specified development and regulatory milestones | $ 425 | |||||
Milestone payments due | 0 | 0 | ||||
Research and development expense | 50,000 | 40,000 | ||||
Stanford License Agreements [Member] | Stanford [Member] | Maximum [Member] | ||||||
License Agreements [Line Items] | ||||||
Payments for milestone agreement or earned Royalties on achievement of milestones | $ 5,000 | |||||
UCSF License and Option Agreements [Member] | ||||||
License Agreements [Line Items] | ||||||
Payments for milestone agreement or earned Royalties on achievement of milestones | 0 | 0 | ||||
Milestone payments due | $ 0 | 0 | ||||
Exercise of stock options | 0 | |||||
Research and development expense | $ 100 | 100 | ||||
UCSF License and Option Agreements [Member] | Stanford [Member] | ||||||
License Agreements [Line Items] | ||||||
Payments for milestone agreement or earned Royalties on achievement of milestones | 0 | |||||
Research and development expense | 0 | 0 | ||||
Annual license maintenance fee | 25,000 | 0 | ||||
Distributed Bio Subscription Agreement [Member] | ||||||
License Agreements [Line Items] | ||||||
Payments for milestone agreement or earned Royalties on achievement of milestones | 0 | 0 | ||||
Payments for achievement of specified development and regulatory milestones | 5,900 | 5,900 | ||||
Milestone payments due | 0 | 0 | ||||
Payments for milestone agreement on achievement of milestones | $ 200 | $ 300 | ||||
Distributed Bio Subscription Agreement [Member] | Stanford [Member] | ||||||
License Agreements [Line Items] | ||||||
Payments for milestone agreement or earned Royalties on achievement of milestones | 0 | |||||
Payments for milestone agreement on achievement of milestones | $ 0 | $ 0 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock - Summary of the Redeemable convertible preferred stock (Detail) - Surrozen Inc - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Series A Redeemable Convertible Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Temporary Equity, Shares Authorized | 33,555,555 | 33,555,555 | 33,555,555 | |||
Temporary Equity, Shares Issued | 33,555,555 | 33,555,555 | 33,555,555 | 33,555,555 | ||
Temporary Equity, Liquidation Preference Per Share | $ 1 | $ 1 | $ 1 | $ 1 | ||
Temporary Equity, Liquidation Preference | $ 33,556 | $ 33,556 | $ 33,556 | $ 33,500 | ||
Series B Redeemable Convertible Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Temporary Equity, Shares Authorized | 33,162,954 | 33,162,954 | 35,000,000 | |||
Temporary Equity, Shares Issued | 33,162,954 | 33,162,954 | 33,162,954 | 33,162,954 | ||
Temporary Equity, Liquidation Preference Per Share | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | ||
Temporary Equity, Liquidation Preference | $ 49,744 | $ 49,744 | $ 49,744 | $ 49,700 | ||
Series C Redeemable Convertible Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Temporary Equity, Shares Authorized | 28,571,429 | 28,571,429 | ||||
Temporary Equity, Shares Issued | 28,571,423 | 28,571,423 | 28,571,429 | |||
Temporary Equity, Liquidation Preference Per Share | $ 1.75 | $ 1.75 | $ 1.75 | |||
Temporary Equity, Liquidation Preference | $ 50,000 | $ 50,000 | $ 50,000 | |||
Redeemable convertible preferred stock | ||||||
Temporary Equity [Line Items] | ||||||
Temporary Equity, Shares Authorized | 95,289,938 | 95,289,938 | 68,555,555 | |||
Temporary Equity, Shares Issued | 95,289,932 | 95,289,932 | 66,718,509 | |||
Temporary Equity, Liquidation Preference | $ 133,300 | $ 133,300 | $ 83,300 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - Additional Information (Detail) - USD ($) | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Temporary Equity [Line Items] | |||||||
Stock Issued During Period, Value, New Issues | $ 25,000 | ||||||
Minimum | |||||||
Temporary Equity [Line Items] | |||||||
Stock Issued During Period, Value, New Issues | $ 250,000,000 | ||||||
Surrozen Inc | |||||||
Temporary Equity [Line Items] | |||||||
Conversion of Stock, Description | 1/10 | ||||||
Dividends Payable | $ 0 | $ 0 | 0 | ||||
Surrozen Inc | Maximum | |||||||
Temporary Equity [Line Items] | |||||||
Proceeds from Issuance Initial Public Offering | 40,000,000 | $ 40,000,000 | |||||
Surrozen Inc | Minimum | |||||||
Temporary Equity [Line Items] | |||||||
Stock Issued During Period, Value, New Issues | $ 250,000,000 | ||||||
Surrozen Inc | Series A Redeemable Convertible Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Temporary Equity, Shares Issued | 33,555,555 | 33,555,555 | 33,555,555 | 33,555,555 | 33,555,555 | ||
Temporary Equity, Liquidation Preference Per Share | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | ||
Temporary Equity, Liquidation Preference | $ 33,556,000 | $ 33,556,000 | $ 33,556,000 | $ 33,556,000 | $ 33,500,000 | ||
Redeemable Preferred Stock Dividends | $ 0.08 | $ 0.08 | |||||
Temporary Equity, Liquidation Preference Per Share | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | ||
Surrozen Inc | Series B Redeemable Convertible Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Temporary Equity, Shares Issued | 33,162,954 | 33,162,954 | 33,162,954 | 33,162,954 | 33,162,954 | ||
Temporary Equity, Liquidation Preference Per Share | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | ||
Temporary Equity, Liquidation Preference | $ 49,744,000 | $ 49,744,000 | $ 49,744,000 | $ 49,744,000 | $ 49,700,000 | ||
Redeemable Preferred Stock Dividends | $ 0.12 | $ 0.12 | |||||
Temporary Equity, Liquidation Preference Per Share | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | ||
Surrozen Inc | Series C Redeemable Convertible Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Temporary Equity, Shares Issued | 28,571,423 | 28,571,423 | 28,571,429 | 28,571,423 | |||
Temporary Equity, Liquidation Preference Per Share | $ 1.75 | $ 1.75 | $ 1.75 | $ 1.75 | |||
Temporary Equity, Liquidation Preference | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | |||
Redeemable Preferred Stock Dividends | $ 0.14 | $ 0.14 | |||||
Temporary Equity, Liquidation Preference Per Share | $ 1.75 | $ 1.75 | $ 1.75 | $ 1.75 |
Common Stock - Summary of Commo
Common Stock - Summary of Common Stock for Future Issuance (Detail) - Surrozen Inc - shares | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of Common Stock Capital Shares Reserved for Future Issuance [Line Items] | ||
Common stock reserved for future issuance | 104,162,627 | 102,882,908 |
Redeemable Convertible Preferred Stock as Converted Issued | ||
Schedule of Common Stock Capital Shares Reserved for Future Issuance [Line Items] | ||
Common stock reserved for future issuance | 95,289,932 | 95,289,932 |
Redeemable Convertible Preferred Stock as Converted Unissued | ||
Schedule of Common Stock Capital Shares Reserved for Future Issuance [Line Items] | ||
Common stock reserved for future issuance | 6 | 6 |
Options Outstanding | ||
Schedule of Common Stock Capital Shares Reserved for Future Issuance [Line Items] | ||
Common stock reserved for future issuance | 8,429,189 | 6,093,611 |
Shares Available for Future Stock Option Grants | ||
Schedule of Common Stock Capital Shares Reserved for Future Issuance [Line Items] | ||
Common stock reserved for future issuance | 443,500 | 1,499,359 |
Stock-Based Compensation Plan -
Stock-Based Compensation Plan - Summary of Stock Option Activity (Details) - Surrozen Inc - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options Outstanding, Beginning Balance | 6,093,611 | 4,091,000 | |
Number of Options Granted | 3,094,625 | 2,600,000 | |
Number of Options Exercised | (720,531) | (407,000) | |
Number of Options Cancelled | (38,516) | (190,000) | |
Number of Options Outstanding, Ending Balance | 8,429,189 | 6,093,611 | 4,091,000 |
Number of Options Options outstanding and exercisable | 8,429,189 | 6,094,000 | |
Number of Options Options vested and expect to vest | 8,429,189 | 6,094,000 | |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 0.40 | $ 0.17 | |
Weighted Average Exercise Price Granted | 1.85 | 0.76 | |
Weighted Average Exercise Price Exercised | 0.40 | 0.44 | |
Weighted Average Exercise Price Cancelled | 0.85 | 0.31 | |
Weighted Average Exercise Price Outstanding, Ending Balance | 0.93 | 0.40 | $ 0.17 |
Weighted Average Exercise Price Options outstanding and exercisable | 0.93 | 0.40 | |
Weighted Average Exercise Price Options vested and expect to vest | $ 0.93 | $ 0.40 | |
Weighted Average Remaining Contractual Life (In Years) | 8 years 7 months 6 days | 8 years 5 months 4 days | 8 years 7 months 28 days |
Weighted Average Remaining Contractual Life (In Years) Options outstanding and exercisable | 8 years 7 months 6 days | 8 years 5 months 4 days | |
Weighted Average Remaining Contractual Life (In Years) Options vested and expect to vest | 8 years 7 months 6 days | 8 years 5 months 4 days | |
Aggregate Intrinsic Value | $ 7,332 | $ 7,868 | |
Aggregate Intrinsic Value Options outstanding and exercisable | 7,332 | 7,868 | |
Aggregate Intrinsic Value Options vested and expect to vest | $ 7,332 | $ 7,868 |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plan - Summary of RSU Activity (Details) - Surrozen Inc - Restricted Stock - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares RSAs, unvested, Beginning Balance | 263,022 | 461,000 |
Number of Shares RSAs, Granted | 1,100,000 | 100,000 |
Number of Shares RSAs, Cancelled | (93,750) | (29,000) |
Number of Shares RSAs, Vested | (154,686) | (269,000) |
Number of Shares RSAs, unvested, Ending Balance | 1,114,586 | 263,022 |
Weighted Average Grant Date Fair Value RSAs, unvested, Beginning Balance | $ 0.69 | $ 0.27 |
Weighted Average Grant Date Fair Value RSAs, Granted | 1.75 | 1.20 |
Weighted Average Grant Date Fair Value RSAs, Cancelled | 1.71 | 0.09 |
Weighted Average Grant Date Fair Value RSAs, Vested | 1.13 | 0.22 |
Weighted Average Grant Date Fair Value RSAs, unvested, Ending Balance | $ 1.59 | $ 0.69 |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plan - Schedule of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options Using Black-Scholes Option Pricing Model (Details) - Surrozen Inc | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 5 days 22 hours | 5 days 23 hours | ||
Expected volatility | 63.43% | 59.24% | ||
Risk-free interest rate | 0.78% | 1.36% | ||
Dividend yield | ||||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 6 years 25 days | 6 years 29 days | ||
Expected volatility | 62.88% | 64.12% | ||
Risk-free interest rate | 1.48% | 2.48% | ||
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 5 years 11 months 15 days | 5 years 11 months 1 day | ||
Expected volatility | 58.71% | 59.76% | ||
Risk-free interest rate | 0.31% | 1.42% |
Stock-Based Compensation Plan_4
Stock-Based Compensation Plan - Summary of Stock-based Compensation Expense (Details) - Surrozen Inc - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 1,007 | $ 308 | $ 635 | $ 790 |
Research and Development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 347 | 201 | 423 | 687 |
General and Administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 660 | $ 107 | $ 212 | $ 103 |
Stock-Based Compensation Plan_5
Stock-Based Compensation Plan - Additional Information (Details) - Surrozen Inc $ / shares in Units, $ in Thousands | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2015$ / sharesshares | Jun. 30, 2021USD ($)d$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)d$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares Reserved For Future Issuance | 102,882,908 | 104,162,627 | 102,882,908 | |||
contractual life | 8 years 7 months 6 days | 8 years 5 months 4 days | 8 years 7 months 28 days | |||
Total stock-based compensation expense | $ | $ 1,007 | $ 308 | $ 635 | $ 790 | ||
Employee Stock Option | Share Based Compensation Award Remaining Vesting Tranche Per Month | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of Options Vested Per Month | d | 0.02083 | |||||
Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of Shares RSAs, Granted | 1,100,000 | 100,000 | ||||
Granted in Period, weighted average fair value | $ / shares | $ 1.75 | $ 1.20 | ||||
Number of RSU oustanding | 263,022 | 1,114,586 | 263,022 | 461,000 | ||
Early Exercise of Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting Period | 4 years | 4 years | ||||
Number of Options Vested Per Month | d | 0.02083 | 0.02083 | ||||
Repurchase Price Per Share | $ / shares | $ 0.32 | $ 0.48 | $ 0.32 | |||
Early exercises of options oustanding | 0.6 | 615,938 | 0.6 | |||
Founder Restricted Stock Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | $ | $ 400 | |||||
Number of Shares RSAs, Granted | 3,400,000 | |||||
Granted in Period, weighted average fair value | $ / shares | $ 0.0001 | |||||
Number of RSU oustanding | 3,400,000 | 3,400,000 | ||||
Founder Restricted Stock Awards | Share-based Payment Arrangement, Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of RSU Vested Per Month | d | 0.02083 | |||||
Founder Restricted Stock Awards | Share Based Compensation Award Remaining Vesting Tranche Per Month | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of RSU Vested Per Month | d | 0.02083 | |||||
2015 Stock Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Payment Award, Number of Additional Shares Authorized | 17,450,000 | 14,450,000 | ||||
Shares Reserved For Future Issuance | 1,499,359 | 443,500 | 1,499,359 | |||
Purchase price of common stock expressed as a percentage of its fair value | 100.00% | 100.00% | ||||
Unrecognized stock-based compensation expense | $ | $ 2,500 | $ 6,600 | $ 2,500 | |||
Weighted-average period | 3 years 3 months 10 days | 3 years 4 months 2 days | ||||
2015 Stock Plan | Share-based Payment Arrangement, Nonemployee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | $ | $ 10 | $ 400 | ||||
2015 Stock Plan | Employee Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expiration period | 10 years | 10 years | ||||
contractual life | 10 years | 10 years | ||||
Vesting Period | 4 years | 4 years | ||||
Intrinsic value of options exercised | $ | $ 1,000 | $ 200 | $ 100 | |||
Weighted average grant date fair value | $ / shares | $ 1.08 | $ 0.74 | $ 0.31 | |||
2015 Stock Plan | Employee Stock Option | Shareholder | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Purchase price of common stock expressed as a percentage of its fair value | 110.00% | 110.00% | ||||
Percentage of stockholders | 10.00% | 10.00% | 10.00% | |||
2015 Stock Plan | Employee Stock Option | Share-based Payment Arrangement, Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of Vesting | 25.00% | 25.00% | ||||
2015 Stock Plan | Employee Stock Option | Share Based Compensation Award Remaining Vesting Tranche Per Month | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of Options Vested Per Month | d | 0.02083 | |||||
2015 Stock Plan | Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting Period | 4 years | 4 years | ||||
Fair value of RSAs vested | $ | $ 300 | $ 300 | $ 800 | |||
Number of RSU Vested Per Month | d | 0.02083 | 0.02083 |
Income Taxes - Summary of Net D
Income Taxes - Summary of Net Deferred Tax Assets (Detail) - Surrozen Inc [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 22,585 | $ 13,830 |
Lease liabilities | 2,487 | 2,749 |
Research and development credits | 2,166 | 1,508 |
Accrual and reserves | 457 | 319 |
Capitalized intangible costs | 156 | 171 |
Stock-based compensation | 2 | 3 |
Other | 5 | 0 |
Gross deferred tax assets | 27,858 | 18,580 |
Less valuation allowance | (25,941) | (16,339) |
Deferred tax assets, net of valuation allowance | 1,917 | 2,241 |
Deferred tax liabilities | ||
Right-of-use assets | (1,555) | (1,675) |
Fixed assets | (340) | (552) |
Other | (22) | (14) |
Gross deferred tax liabilities | (1,917) | (2,241) |
Total net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Summary of Tax B
Income Taxes - Summary of Tax Benefits (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | ||
Balance at end of the year | $ 0 | |
Surrozen Inc [Member] | ||
Income Tax Contingency [Line Items] | ||
Balance at beginning of the year | 673,000 | $ 188,000 |
Additions based on tax positions related to current year | 248,000 | 263,000 |
Additions based on tax positions of prior year | 0 | 222,000 |
Balance at end of the year | $ 921,000 | $ 673,000 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of U.S. Federal Statutory Income Tax Rate TO Effective Income Tax Rate (Detail) - Surrozen Inc [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statutory rate | 21.00% | 21.00% |
State tax | 7.96% | 8.46% |
Tax credits | 0.84% | 0.98% |
Change in valuation allowance | (29.43%) | (28.78%) |
Other | (0.37%) | (1.66%) |
Total | 0.00% | 0.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - Surrozen Inc [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Line Items] | ||
Provision for (benefit from) income taxes | $ 0 | $ 0 |
Valuation allowance deferred tax asset increase amount | $ 9.6 | $ 7 |
Income tax examination likelihood of unfavorable settlement | An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained | |
Minimum threshold percentage in which uncertain tax position will be recognized | 50.00% | |
Maximum limit of business interest expense percent | 30.00% | |
Maximum limit of charitable contribution deductions percent | 10.00% | |
Coronavirus Aid Relief and Economic Securities Act [Member] | ||
Income Tax Disclosure [Line Items] | ||
Percentage of net operating loss carryforward to offset taxable income | 100.00% | |
Maximum limit of business interest expense percent | 50.00% | |
Maximum limit of charitable contribution deductions percent | 25.00% | |
Minimum [Member] | ||
Income Tax Disclosure [Line Items] | ||
Open tax year | 2015 | |
Maximum [Member] | ||
Income Tax Disclosure [Line Items] | ||
Open tax year | 2020 | |
Tax Year 2020 [Member] | ||
Income Tax Disclosure [Line Items] | ||
Employee retention credits | $ 0.3 | |
Domestic Tax Authority [Member] | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carryforwards | 80.8 | |
Domestic Tax Authority [Member] | Research Tax Credit Carryforward [Member] | ||
Income Tax Disclosure [Line Items] | ||
Tax credit carry forward | $ 1.5 | |
Tax credit carry forwards expiration start year | 2036 | |
Domestic Tax Authority [Member] | Indefinite Tax Year [Member] | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carryforwards | $ 68.3 | |
State and Local Jurisdiction [Member] | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carryforwards | 80.6 | |
State and Local Jurisdiction [Member] | Research Tax Credit Carryforward [Member] | ||
Income Tax Disclosure [Line Items] | ||
Tax credit carry forward | $ 1.9 |
401(k) Plan - Additional Inform
401(k) Plan - Additional Information (Details) | Jan. 01, 2016 |
Surrozen Inc [Member] | Surrozen 401(k) Plan and Trust [Member] | |
Defined Contribution Plan Disclosure [Line Items] | |
Maximum percentage of employee gross pay the employee may contribute to a defined contribution plan | 100.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Aug. 11, 2021 | Apr. 15, 2021 | Dec. 31, 2020 |
Proceeds from issuance of warrants | $ 4,340,000 | ||
Business Combination Agreement [Member] | |||
Business acquisition equity interest issued or issuable value assigned | $ 200,000,000 | ||
Subscription Agreement [Member] | PIPE Investors [Member] | |||
Stock issued during period shares new shares | 12,020,000 | ||
Sale of stock price per share | $ 10 | ||
Subscription Agreement [Member] | PIPE Investors [Member] | PIPE Warrants [Member] | |||
Proceeds from issuance of warrants | $ 120,200,000 | ||
Common Stock [Member] | Business Combination Agreement [Member] | |||
Business acquisition share price | $ 10 | ||
Common Stock [Member] | Subscription Agreement [Member] | PIPE Investors [Member] | |||
Warrant voting right per share | 1 | ||
Class of warrant or right exercise price of warrants or rights | $ 11.50 | ||
Surrozen Inc [Member] | |||
Common stock, conversion basis | Each unit consists of one share of New Surrozen’s common stock and one-third of one redeemable warrant for one share of New Surrozen’s common stock. | ||
Surrozen Inc [Member] | PIPE Financing [Member] | |||
Proceeds from issuance of common stock | $ 144,700,000 | ||
Common stock, conversion basis | 0.1757 |