Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 |
Accounting Policies, by Policy (Policies) [Line Items] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated 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 Securities and Exchange Commission (the “SEC”). |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company | 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley 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 consolidated financial statements in conformity with U.S. 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 consolidated financial statements and the reported amounts of 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open -ended -7 |
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 features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. At December Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants $ (8,970,000 ) Class A ordinary shares issuance costs (12,593,930 ) Plus: Accretion of carrying value to redemption value – IPO $ 21,563,930 Accretion of carrying value to redemption value 21,238 Class A ordinary shares subject to possible redemption $ 230,021,238 |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the consolidated balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $13,114,249 were initially charged to shareholders’ (deficit) equity upon the completion of the Initial Public Offering, and $520,319 of the offering costs were related to the warrant liabilities and charged to the consolidated statements of operations. The Company complies with the requirements of the ASC 340 -10-S99-1 costs consist principally of professional and registration fees that are related to the IPO. Accordingly, on January 28, 2021, offering costs totaling $13,114,249 (consisting of $4,000,000 in underwriters’ discount, $8,650,000 in deferred underwriters’ discount, and $464,249 other offering expenses) have been allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis compared to total proceeds received. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs associated with warrant liabilities of $520,319 have been expensed and presented as non -operating |
Warrant Liabilities | Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in ASC 815 -40-15-7D -measurement -Ross-Rubenstein |
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 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 consolidated 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 be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. 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 year ended December |
Net Earnings per Share | Net Loss per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings per Share”. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from loss per share as the redemption value approximates fair value. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the dilutive warrants is contingent upon the occurrence of future events. Additionally, the private placement warrants are excluded from the calculation due to being not -in-the-money -dilutive The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Year Ended For the Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (5,413,442 ) $ (1,451,139 ) $ — $ (5,000 ) Denominator: Basic and diluted weighted average shares 21,235,616 5,692,466 — 5,000,000 Basic and diluted net loss per ordinary share $ (0.25 ) $ (0.25 ) $ — $ — |
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. |
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 consolidated balance sheets, primarily due to their short -term |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020 -06 -20 -40 -06 -06 -06 -06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements. |
Blade Therapeutics, Inc. [Member] | |
Accounting Policies, by Policy (Policies) [Line Items] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include those of the Company and its wholly -owned The Company has prepared the accompanying consolidated financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The consolidated financial statements are presented in U.S. dollars. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Actual results could differ from those estimates and such differences could be material to the financial position and results of operations. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual of research and development expenses; the fair value of financial liabilities and valuation of deferred tax assets; and the fair value of equity instruments, equity -based |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents that are readily convertible to cash are stated at cost, which approximates market value. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method whereby deferred tax asset and liability accounts are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are currently in effect. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Financial statement effects of uncertain tax positions are recognized when it is more likely than not, based on the technical merits of the position, that it will be sustained upon examination. Interest and penalties related to unrecognized tax benefits are included within the provision (benefit) for income tax. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. In March 2020, the Families First Coronavirus Response Act (“FFCR Act”) and the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) were signed into law in response to the COVID -19 -of-income In June 2020, Assembly Bill 85 (“A.B. 85”) was signed into California law. A.B. 85 provides for a three -year -year In December 2020, the Consolidated Appropriations Act, 2021 was signed into law. The provisions within the law include the extension and expansion of the CARES Act employee retention tax credit for the period from January 1, 2021 through June 30, 2021, including increasing the credit rate from 50 percent to 70 percent of qualified wages, and increasing the per -employee The enactment of the FFCR Act, CARES Act, A.B. |
Net Earnings per Share | Net Loss Per Share Attributable to Common Stockholders Basic net loss per share is computed using the weighted -average -average As the Company was in a net loss position for the years ended December 31, 2020 and 2021, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders because the effects of potentially dilutive securities are antidilutive. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Carrying amounts of certain of the Company’s financial instruments including, cash and cash equivalents, prepaid expenses and other current assets, accounts payable, and accrued liabilities approximate fair value due to their relatively short maturities. |
Recent Accounting Standards | Recently Adopted Accounting Pronouncements In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017 -11 Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815) -11 -linked -11 -classified -linked -11 -11 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 -13 -13 effective date. ASU 2018 -13 -13 |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to all of the risks inherent in an early -stage The full extent to which the COVID -19 -19 -19 |
Concentration of Credit Risk and Off-balance Sheet Risk | Concentration of Credit Risk and Off-balance Sheet Risk Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents. Cash and cash equivalents are deposited in checking and money market accounts at one financial institution, which at times, may exceed federally insured limits. The Company’s investment policy includes guidelines regarding the quality of the financial institutions and financial instruments and defines allowable investments that the Company believes minimizes the exposure to concentration of credit risk. As of December 31, 2020 and 2021, the Company’s cash, cash equivalents, and restricted cash were held in financial institutions that management believes are creditworthy. The Company has not experienced any losses historically in these accounts and believes it is not exposed to significant credit risk in its cash and cash equivalents. The Company has no significant off -balance |
Restricted Cash | Restricted Cash As of December 31, 2020 and 2021, the Company had restricted cash of $0.2 million. The restricted cash, which consists of a money market account with one of the Company’s financial institutions, serves as collateral for the letter of credit provided under the Company’s facility lease. As of December 31, 2020 and 2021, the restricted cash is classified in non -current |
Deferred Transaction Costs | Deferred Transaction Costs The transaction between the Company and BAC (as described in Note 1) will be treated as a reverse recapitalization. Accordingly, the Company has concluded that any direct and incremental costs associated to the business combination, including legal costs and accounting would be deferred as assets and reclassified as a reduction to additional paid in capital in connection with the completion of the business combination. In the event the business combination is not consummated, deferred transaction costs will be expensed. Deferred transaction costs were $1.5 million recognized in other assets on the consolidated balance sheet as of December 31, 2021. There were no deferred transaction costs as of December 31, 2020. |
Warrant Liability | Warrant Liability The Company determined that certain of its outstanding common stock warrants issued in connection with the Company’s 2020 and 2021 bridge loan financing did not meet equity classification criteria as they can be settled in a variable number of shares with potentially no limit on the number of shares that can be issued. Accordingly, the warrants are recorded as liabilities on the consolidated balance sheet at their fair value and are subject to re -measurement -the-money As these warrants contain a variable share settlement feature with no limit, the Company has adopted a sequencing policy whereby it will settle its equity contracts with the earliest inception date or maturity date with its currently authorized and unissued common stock. |
Fair Value of Financial Instruments | Fair Value Option The senior convertible promissory notes issued in 2020 and 2021 (See Note 9 — Convertible Notes), for which the Company elected the fair value option, are accounted for at fair value on a recurring basis with changes in fair value recognized in the consolidated statements of operations and comprehensive loss. Interest accrued on the convertible notes is recorded to interest expense, net in the Company’s consolidated statements of operations and comprehensive loss. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, subject to adjustments for impairments, less accumulated depreciation and amortization. Depreciation is calculated using the straight -line Asset Estimated useful life Computer hardware and software Three to five years Manufacturing and laboratory equipment Seven years Office furniture and fixtures Seven years Leasehold improvements Remaining lease term Maintenance and repairs are charged to expense as incurred, and improvements are capitalized and depreciated through the life of the lease. When leasehold assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the consolidated balance sheet and any resulting gain or loss is reflected in the results from operations in the period realized. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company reviews property and equipment for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount to the future net 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. There have been no such impairments of long -lived |
Issuance Costs Related to Equity and Debt | Issuance Costs Related to Equity and Debt The Company allocates issuance costs between the individual freestanding instruments identified on the same basis as proceeds were allocated. Issuance costs associated with the issuance of stock or equity contracts (i.e., equity -classified Issuance costs associated with the issuance of debt, for which the fair value option has not been elected, are capitalized and presented as a direct reduction of the carrying amount of the debt liability but limited to the notional value of the debt. The Company accounts for debt for which the fair value option has not been elected as liabilities measured at amortized cost and amortizes the resulting debt discount to interest expense using the effective interest method over the expected term of the debt. To the extent that the reduction from issuance costs of the carrying amount of the debt liability would reduce the carrying amount below zero, such excess is recorded as interest expense. Issuance costs associated with the issuance of convertible notes for which the Company elected the fair value option are expensed through other income (expense), net in the consolidated statements of operations and comprehensive loss. |
Operating Leases | Operating Leases The Company has entered into a lease agreement for its laboratory and office facilities that is classified as an operating lease. Rent expense is recognized on a straight -line -cancelable |
Segments | Segments 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 it operates in one segment. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive income (loss). The Company recognizes unrealized gains or losses on investments and foreign currency translation adjustments within other comprehensive income (loss). |
Research and Development | Research and Development Research and development expenses represent costs incurred on Company sponsored programs. These expenses include the salaries, benefits and stock -based -party |
Convertible Note Tranche Obligation | Convertible Note Tranche Obligation The Company’s convertible notes issued in May and June 2021 included a tranche obligation that commits the Company to borrow an additional $4.0 million from the 2021 Convertible Notes investors under the same terms of the initial 2021 Convertible Notes issued, at the option of the issuer. No additional warrants are issuable upon the investors calling this tranche. The tranche obligation was determined to be a freestanding financial instrument that should be accounted for as a liability at fair value (Notes 3 and 9). The tranche obligation is remeasured at each reporting period with changes in the fair value recorded as a change in fair value of convertible notes, tranche obligation and warrant liability in the consolidated statements of operations and comprehensive loss. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes stock compensation based on the estimated fair value of share -based -based -Scholes -pricing The Company estimates the expected option lives using the simplified method, volatility using stock prices of peer companies, risk -free -coupon -based The Company uses the straight -line |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The assets and liabilities of the Company’s foreign subsidiary are translated from their respective functional currency into U.S. dollars at the rates in effect at the balance sheet date, and expense amounts are translated at average exchange rates that approximate those rates in effect during the period in which the underlying transactions occur. Foreign currency translation adjustments are recorded within accumulated other comprehensive income (loss) on the consolidated balance sheets. Gains and losses realized from foreign currency transactions, are included in other income (expense), net in the consolidated statements of operations and comprehensive loss. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (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 new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016 -02 Leases -02 -of-use -02 -11 -effect -of-use In December 2019, the FASB issued ASU 2019 -12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes -12 -12 -12 -12 In August 2020, the FASB issued ASU No. 2020 -06 Debt — Debt with Conversion and Other Options -20 Derivatives and Hedging — Contracts in Entity’s Own Equity -40 Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -in -converted In May 2021, the FASB issued ASU No. 2021 -04 Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470 -50 ), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity -Classified Written Call Options -04 accounting for modifications or exchanges of freestanding equity -classified -04 -04 |