Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2021 | |
Document Information Line Items | |
Entity Registrant Name | Biotech Acquisition Company |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 3 |
Entity Central Index Key | 0001825413 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | E9 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 91,407 | |
Prepaid expenses | 208,056 | |
Total Current Assets | 299,463 | |
Deferred offering costs | 89,500 | |
Marketable securities held in Trust Account | 230,021,238 | |
TOTAL ASSETS | 230,320,701 | 89,500 |
Current liabilities | ||
Accrued expenses | 312,942 | |
Advances from related parties | 870 | |
Promissory note – related party | 69,500 | |
Total Current Liabilities | 313,812 | 69,500 |
Warrant liabilities | 18,505,400 | |
Deferred underwriting commission payable | 8,650,000 | |
Total Liabilities | 27,469,212 | 69,500 |
Class A ordinary shares subject to possible redemption, 23,000,000 shares and no shares at redemption value at December 31, 2021 and 2020, respectively | 230,021,238 | |
Shareholders’ (Deficit) Equity | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding at December 31, 2021 and 2020 | ||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding, at December 31, 2021 and 2020 | 575 | 575 |
Additional paid-in capital | 24,425 | |
Accumulated deficit | (27,170,324) | (5,000) |
Total Shareholders’ (Deficit) Equity | (27,169,749) | 20,000 |
TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY | 230,320,701 | 89,500 |
Blade Therapeutics, Inc. | ||
Current assets | ||
Cash and cash equivalents | 2,299,000 | 11,486,000 |
Prepaid expenses and other current assets | 1,085,000 | 1,249,000 |
Total Current Assets | 3,384,000 | 12,735,000 |
Property and equipment, net | 778,000 | 1,024,000 |
Restricted cash | 249,000 | 249,000 |
Other assets | 1,518,000 | |
TOTAL ASSETS | 5,929,000 | 14,008,000 |
Current liabilities | ||
Accounts payable | 3,734,000 | 3,244,000 |
Term loan payable | 3,297,000 | 5,207,000 |
Convertible notes payable at fair value ($15,103 and $29,168 to related parties, respectively) | 46,360,000 | 23,410,000 |
Accrued expenses and other current liabilities | 11,155,000 | 4,215,000 |
Contingent consideration, current | 7,011,000 | |
Total Current Liabilities | 71,557,000 | 36,076,000 |
Convertible notes payable | 12,066,000 | 12,046,000 |
Contingent consideration, noncurrent | 6,432,000 | |
Deferred rent, less current portion | 193,000 | 80,000 |
Total Liabilities | 83,816,000 | 54,634,000 |
Convertible preferred stock, $0.0001 par value, 133,656,880 and 151,185,364 shares authorized at December 31, 2020 and 2021, respectively; 83,044,690 shares issued and outstanding at December 31, 2020 and 2021 (aggregate liquidation preference of $90,365 at December 31, 2021) | 89,107,000 | 89,107,000 |
Stockholders’ deficit: | ||
Common stock, $0.0001 par value; 156,600,925 and 178,329,409 shares authorized at December 31, 2020 and 2021, respectively; 7,887,913 and 10,035,358 shares issued and outstanding at December 31, 2020 and 2021, respectively | 1,000 | 1,000 |
Shareholders’ (Deficit) Equity | ||
Additional paid-in capital | 7,785,000 | 5,880,000 |
Accumulated other comprehensive (loss) income | 35,000 | (328,000) |
Accumulated deficit | (174,815,000) | (135,286,000) |
Total Shareholders’ (Deficit) Equity | (166,994,000) | (129,733,000) |
TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY | $ 5,929,000 | $ 14,008,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Blade Therapeutics, Inc. | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 178,329,409 | 156,600,925 |
Ordinary shares, shares issued | 10,035,358 | 7,887,913 |
Ordinary shares, shares outstanding | 10,035,358 | 7,887,913 |
Convertible notes payable at fair value (in Dollars) | $ 29,168 | $ 15,103 |
Convertible preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 151,185,364 | 133,656,880 |
Convertible preferred stock, shares issued | 83,044,690 | 83,044,690 |
Convertible preferred stock, shares outstanding | 83,044,690 | 83,044,690 |
Class A Ordinary Shares | ||
Ordinary shares subject to possible redemption | 23,000,000 | 23,000,000 |
Ordinary shares, shares authorized | 500,000,000 | |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 5,750,000 | 5,750,000 |
Ordinary shares, shares outstanding | 5,750,000 | 5,750,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating and formation costs | $ (5,000) | $ (1,570,165) | |
Loss from operations | (5,000) | (1,570,165) | |
Other income (expense): | |||
Interest income – bank | 65 | ||
Interest earned on marketable securities held in Trust Account | 21,238 | ||
Change in fair value of warrants | (4,795,400) | ||
Transaction cost – warrants | (520,319) | ||
Total other expense, net | (5,294,416) | ||
Net loss | $ (5,000) | $ (6,864,581) | |
Other comprehensive (loss) income: | |||
Weighted average shares outstanding of Class A ordinary shares (in Shares) | 21,235,616 | ||
Basic and diluted net loss per share, Class A (in Dollars per share) | $ (0.25) | ||
Weighted average shares outstanding of Class B ordinary shares (in Shares) | 5,000,000 | 5,692,466 | |
Basic and diluted net loss per share, Class B (in Dollars per share) | $ (0.25) | ||
Blade Therapeutics, Inc. | |||
Loss from operations | $ (30,714,000) | $ (32,739,000) | |
Interest expense, net | (2,560,000) | (965,000) | |
Change in fair value of convertible notes, tranche obligation and warrant liability | (3,402,000) | (2,677,000) | |
Other income (expense), net | (2,851,000) | 369,000 | |
Loss before provision for income taxes | (39,527,000) | (36,012,000) | |
Provision for income taxes | (2,000) | (1,000) | |
Other income (expense): | |||
Net loss | (39,529,000) | (36,013,000) | |
Other comprehensive (loss) income: | |||
Foreign currency exchange (loss) gain, net | 363,000 | (472,000) | |
Comprehensive loss | (39,166,000) | (36,485,000) | |
Net loss attributable to common stockholders, basic and diluted | $ (39,529,000) | $ (36,013,000) | |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (in Shares) | 13,210,927 | 9,006,819 | |
Net loss per share attributable to common stockholders, basic and diluted (in Dollars per share) | $ (2.99) | $ (4) | |
Operating expenses | |||
Research and development | $ 21,675,000 | $ 26,892,000 | |
General and administrative | 9,039,000 | 5,847,000 | |
Total operating expenses | $ 30,714,000 | $ 32,739,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders’ (Deficit) Equity - USD ($) | Class ACommon Stock | Class BCommon Stock | Common StockBlade Therapeutics, Inc. | Additional Paid-in CapitalBlade Therapeutics, Inc. | Additional Paid-in Capital | Accumulated DeficitBlade Therapeutics, Inc. | Accumulated Deficit | Convertible Preferred StockBlade Therapeutics, Inc. | Accumulated Other Comprehensive Income (Loss)Blade Therapeutics, Inc. | Blade Therapeutics, Inc. | Total |
Balance at Dec. 31, 2019 | $ 1,000 | $ 2,342,000 | $ (99,273,000) | $ 88,529,000 | $ 144,000 | $ (96,786,000) | |||||
Balance (in Shares) at Dec. 31, 2019 | 6,974,075 | 82,381,128 | |||||||||
Issuance of Series C-1 preferred stock to settle Indemnification Holdback | $ 3,063,000 | ||||||||||
Issuance of Series C-1 preferred stock to settle Indemnification Holdback (in Shares) | 3,033,231 | ||||||||||
Issuance of common stock upon the exercise of options | 101,000 | $ 101,000 | |||||||||
Issuance of common stock upon the exercise of options (in Shares) | 473,594 | 2,147,445 | |||||||||
Repurchase of common stock | |||||||||||
Repurchase of common stock (in Shares) | (33,691) | ||||||||||
Conversion of Series B preferred stock to common stock | 2,485,000 | $ (2,485,000) | 2,485,000 | ||||||||
Conversion of Series B preferred stock to common stock (in Shares) | 473,935 | (2,369,669) | |||||||||
Stock-based compensation | 905,000 | 905,000 | |||||||||
Vesting of early exercised shares and restricted common stock | 47,000 | 47,000 | |||||||||
Foreign currency exchange gain (loss) | (472,000) | (472,000) | |||||||||
Net loss | (36,013,000) | (36,013,000) | |||||||||
Balance at Dec. 31, 2020 | $ 575 | $ 1,000 | 5,880,000 | $ 24,425 | (135,286,000) | $ (5,000) | $ 89,107,000 | (328,000) | (129,733,000) | $ 20,000 | |
Balance (in Shares) at Dec. 31, 2020 | 5,750,000 | 7,887,913 | 83,044,690 | ||||||||
Balance at Sep. 02, 2020 | |||||||||||
Balance (in Shares) at Sep. 02, 2020 | |||||||||||
Issuance of Class B ordinary share to Sponsor | $ 575 | 24,425 | 25,000 | ||||||||
Issuance of Class B ordinary share to Sponsor (in Shares) | 5,750,000 | ||||||||||
Net loss | (5,000) | (5,000) | |||||||||
Balance at Dec. 31, 2020 | $ 575 | $ 1,000 | 5,880,000 | 24,425 | (135,286,000) | (5,000) | $ 89,107,000 | (328,000) | (129,733,000) | 20,000 | |
Balance (in Shares) at Dec. 31, 2020 | 5,750,000 | 7,887,913 | 83,044,690 | ||||||||
Sale of 6,000,000 Private Placement Warrants | 1,260,000 | 1,260,000 | |||||||||
Accretion for Class A ordinary shares to redemption amount | (1,284,425) | (20,300,743) | $ (21,585,168) | ||||||||
Issuance of Class B ordinary share to Sponsor | 20,000,000 | ||||||||||
Issuance of common stock upon the exercise of options | 499,000 | $ 499,000 | |||||||||
Issuance of common stock upon the exercise of options (in Shares) | 2,147,445 | ||||||||||
Repurchase of common stock (in Shares) | 17,500,000 | ||||||||||
Conversion of Series B preferred stock to common stock (in Shares) | (3,063) | ||||||||||
Stock-based compensation | 1,396,000 | $ 1,396,000 | |||||||||
Vesting of early exercised shares and restricted common stock | 10,000 | 10,000 | |||||||||
Foreign currency exchange gain (loss) | 363,000 | 363,000 | |||||||||
Net loss | (39,529,000) | (6,864,581) | (39,529,000) | $ (6,864,581) | |||||||
Balance at Dec. 31, 2021 | $ 575 | $ 1,000 | $ 7,785,000 | $ (174,815,000) | $ (27,170,324) | $ 89,107,000 | $ 35,000 | $ (166,994,000) | $ (27,169,749) | ||
Balance (in Shares) at Dec. 31, 2021 | 5,750,000 | 10,035,358 | 83,044,690 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Shareholders’ (Deficit) Equity (Parentheticals) | 12 Months Ended |
Dec. 31, 2021shares | |
Statement of Stockholders' Equity [Abstract] | |
Private Placement Warrants | 6,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (5,000) | $ (6,864,581) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Change in fair value of warrant liabilities | 4,795,400 | ||
Interest earned on marketable securities held in Trust Account | (21,238) | ||
Transaction costs incurred in connection with IPO | 520,319 | ||
Payment of formation costs through issuance of Class B ordinary shares | 5,000 | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses | (208,056) | ||
Accrued expenses | 312,942 | ||
Net cash used in operating activities | (1,465,214) | ||
Cash Flows from Investing Activities: | |||
Investment of cash in Trust Account | (230,000,000) | ||
Net cash used in investing activities | (230,000,000) | ||
Cash Flows from Financing Activities: | |||
Proceeds from sale of Units, net of underwriting discounts paid | 226,000,000 | ||
Proceeds from sale of Private Placement Warrants | 6,000,000 | ||
Advances from related party | 870 | ||
Refund of over payment of promissory note | 25,000 | ||
Proceeds from promissory note – related party | 60,910 | ||
Payments made on promissory note – related party | (155,410) | ||
Payment of offering costs | (374,749) | ||
Net cash provided by financing activities | 231,556,621 | ||
Net Change in Cash and cash equivalents | 91,407 | ||
Cash and cash equivalents – Beginning | |||
Cash and cash equivalents – Ending | 91,407 | ||
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH TO THE BALANCE SHEET | |||
Payment of offering costs by the Sponsor in exchange for the issuance of Class B ordinary shares | 20,000 | 20,000 | |
Payment of offering costs through the issuance of promissory note | 69,500 | ||
Initial classification of public warrant liability | 8,970,000 | ||
Initial classification of private warrant liability | 4,740,000 | ||
Initial classification of Class A ordinary shares subject to possible redemption | 230,000,000 | ||
Accretion for Class A ordinary shares subject to redemption amount | 21,585,168 | ||
Deferred underwriting fee payable | 8,650,000 | ||
Blade Therapeutics, Inc. | |||
Cash Flows from Operating Activities: | |||
Net loss | (39,529,000) | (36,013,000) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 280,000 | 277,000 | |
Non-cash interest expense | 2,255,000 | 749,000 | |
Stock-based compensation expense | 1,396,000 | 905,000 | |
Change in fair value of convertible notes held at fair value, tranche obligation and warrant liability | 3,402,000 | 2,677,000 | |
Change in fair value of Contingent Consideration | 579,000 | 1,038,000 | |
Change in fair value of Indemnification Holdback | (220,000) | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | 164,000 | 38,000 | |
Accounts payable | (76,000) | 2,377,000 | |
Accrued expenses and other current liabilities | 4,092,000 | 1,507,000 | |
Deferred rent | 113,000 | (98,000) | |
Net cash used in operating activities | (27,324,000) | (26,763,000) | |
Cash Flows from Investing Activities: | |||
Purchase of property and equipment | (34,000) | (120,000) | |
Net cash used in investing activities | (34,000) | (120,000) | |
Cash Flows from Financing Activities: | |||
Proceeds from issuance of convertible notes payable | 20,000,000 | 20,716,000 | |
Payment of costs to issue convertible notes payable | (224,000) | (310,000) | |
Proceeds from issuance of common stock upon exercise of stock options | 499,000 | 101,000 | |
Payment of deferred transaction costs | (467,000) | ||
Principal repayments of Term Loan | (2,000,000) | (833,000) | |
Repurchase of unvested common stock | (5,000) | ||
Payment of Indemnification Holdback | (43,000) | ||
Net cash provided by financing activities | 17,808,000 | 19,626,000 | |
Effect of exchange rate changes on cash | 363,000 | (472,000) | |
Net Change in Cash and cash equivalents | (9,187,000) | (7,729,000) | |
Cash and cash equivalents – Beginning | 11,735,000 | 19,464,000 | |
Cash and cash equivalents – Ending | 11,735,000 | 2,548,000 | 11,735,000 |
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH TO THE BALANCE SHEET | |||
Cash and cash equivalents | 11,486,000 | 2,299,000 | 11,486,000 |
Restricted cash | 249,000 | 249,000 | 249,000 |
Total cash and cash equivalents and restricted cash | 11,735,000 | 2,548,000 | 11,735,000 |
Series C-1 preferred stock issued to settle Indemnification Holdback associated with acquisition of in-process research and development | 3,063,000 | ||
Deferred transaction costs in accounts payable and accruals | 1,051,000 | ||
Payment of offering costs through the issuance of promissory note | 100,000 | ||
Convertible notes payable issuance costs in accounts payable and accruals | 34,000 | ||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||
Cash paid for interest | $ 226,000 | $ 286,000 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Description of Organization And Business Operations [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Biotech Acquisition Company (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 3, 2020. The Company was formed for the purpose of effectuating a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company has one wholly owned subsidiary which was formed on November 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 -operating The registration statements for the Company’s Initial Public Offering became effective on January 25, 2021. On January 28, 2021, the Company consummated the Initial Public Offering, selling 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over -allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Biotech Sponsor LLC (the “Sponsor”), generating gross proceeds of $6,000,000, which is described in Note 4. Transaction costs amounted to $13,114,249, consisting of $4,000,000 of underwriting fees, $8,650,000 of deferred underwriting commission and $464,249 of other offering costs. Following the closing of the Initial Public Offering on January 28, 2021, an amount of $230,000,000 ($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 Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. Treasury 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 -7 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 Warrants, 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 commission held in the Trust Account and taxes payable on the income 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 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. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such completion of a Business Combination and, if the Company seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre -initial The Company will have until January 28, 2023 (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per -share The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party Proposed Business Combination On November Merger Agreement Blade -owned Blade Merger Sub Closing BAC Representative -Frédéric Blade Representative Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the Closing, the Company will transfer by way of continuation out of the Cayman Islands and into the State of Delaware to re -domicile Domestication Merger -owned The total consideration received by Blade security holders from the Company at the Closing will have an aggregate value equal to $280,000,000 less the value of certain contingent payments that may become payable to Blade’s current Series C -1 Merger Consideration In addition to the Merger Consideration set forth above, the Earnout Participants will also have a contingent right to receive up to an additional 3,500,000 Earnout Shares Earnout Period Price Earnout Milestone Exchange Act -diluted Simultaneously with the execution of the Merger Agreement, the Company and Blade entered into subscription agreements (collectively, the “ Subscription Agreements PIPE Shares PIPE Investment Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 Liquidity, Capital Resources, and Going Concern As of December -depth In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014 -15 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Line Items] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 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 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 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 The Company considers all short -term 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 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 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 The Company accounts for the Warrants in accordance with the guidance contained in ASC 815 -40-15-7D -measurement -Ross-Rubenstein 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 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 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 consolidated balance sheets, primarily due to their short -term 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] | |
Summary of Significant Accounting Policies [Line Items] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. Summary of Significant Accounting Policies 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 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 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 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 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. 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 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 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 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. 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 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 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 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. 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. 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 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 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 expenses represent costs incurred on Company sponsored programs. These expenses include the salaries, benefits and stock -based -party 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 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 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 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. 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. 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 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 |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering Disclosure [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which includes a full exercise by the underwriter of its over -allotment -half |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2021 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased of 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant (for an aggregate purchase price of $6,000,000) from the Company in a private placement. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Line Items] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On September 8, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 5,750,000 -allotment -allotment 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 last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub -divisions -trading Administrative Services Agreement The Company entered into an agreement commencing on January 26, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space and administrative and support services. For the year ended December Promissory Note — Related Party On September 8, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non -interest 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 to the extent described in the preceding paragraph, the terms of such Working Capital Loans 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 warrants of the post -Business Advances from Related Parties A shareholder of the Company made an advance of $870 during the year ended December -interest |
Blade Therapeutics, Inc. [Member] | |
Related Party Transactions [Line Items] | |
RELATED PARTY TRANSACTIONS | 6. Related Party Transactions In 2016, the Company entered into a consulting agreement to provide human resources services with a service provider who is related to the chief executive officer of the Company. The amount charged for this service was $55,000 and $166,000 for the years ended December 31, 2020 and 2021, respectively. These amounts are reflected as general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. As of December 31, 2020, the Company had amounts payable to this related party of $5,000, which were recorded in the accompanying consolidated balance sheet. There were no amounts payable to the related party as of December 31, 2021. In 2017, the Company entered into a consulting agreement with a firm to provide investor relations services through a consultant related to a member of the Company’s board of directors. The amounts incurred for the services were $0.1 million for the year ended December 31, 2020. These amounts are reflected as general and administrative expenses in the accompanying consolidated statement of operations and comprehensive loss. In August 2020, the Company provided 60 -day In 2018, the Company entered into a service agreement with a private equity firm to provide services customarily provided by a chief medical officer to the Company. This private equity firm has a portfolio of funds that invest in various companies, including the Company. For the year ended December 31, 2020, the cost incurred was $0.3 million, which was recorded as research and development expense in the accompanying consolidated statement of operations and comprehensive loss. As of December 31, 2020, the Company had amounts payable of $0.1 million, which were recorded in the accompanying consolidated balance sheet. In August 2020, the Company terminated the service agreement with the private equity firm. The 2020 Convertible Notes and the 2021 Convertible Notes (See Note 9 — Convertible Notes), including the tranche obligation, were issued in part to three related party investors (entities affiliated with members of the Company’s board of directors) for aggregate principal amounts of $13.4 million and $12.2 million, respectively. The Company recognized interest on the convertible notes issued to related parties of $0.4 million and $1.4 million in years ended December 31, 2020 and 2021, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies [Line Items] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights On November Blade Underwriting Agreement The underwriters are entitled to a deferred fee of (i) 3.5% of the gross proceeds of the initial 20,000,000 Units sold in the Initial Public Offering, or $7,000,000, and (ii) 5.5% of the gross proceeds from the 3,000,000 Units sold pursuant to the underwriter’s full exercise of its IPO over -allotment Financial Advisor Fees The Company retained Cantor as a financial advisor and entered into a formal engagement agreement on July Pursuant to the July If the Company consummates the Business Combination or enters into a definitive agreement pursuant to which the Business Combination is subsequently consummated, a cash fee equal to the sum of $1.5 Placement Agent Fees In September 2021, the Company entered into a letter agreement (the “Letter Agreement”) with Barclays to act as its lead placement agent and Cantor to act as its co -placement -five -five -five -five Legal Fees As of December |
Blade Therapeutics, Inc. [Member] | |
Commitments and Contingencies [Line Items] | |
COMMITMENTS AND CONTINGENCIES | 5. Commitments and Contingencies Operating Leases In June 2016, the Company entered into a six -year -cancelable non -current In October 2019, the Company entered into a sublease agreement with a new subtenant to lease approximately 12,175 square feet of lab and office space from its South San Francisco facility until May 2022 for a monthly rental fee of $54,000 with annual escalations. For the years ended December 31, 2020 and 2021, rent expense of $1.4 million was offset by sublease income of $0.8 million and $0.7 million, respectively, for net rent expense of $0.6 million and $0.7 million, respectively. Rent is charged to rent expense by amortizing minimum lease payments, including rent escalations under the lease term, using the straight -line Future minimum facility lease payments are as follows: Year Ending December 31, Operating Lease Sublease Net Operating Lease (in thousands) 2022 $ 1,687 $ (291 ) $ 1,396 2023 1,864 — 1,864 2024 1,929 — 1,929 2025 1,996 — 1,996 Thereafter 2,939 — 2,939 Total minimum lease payments $ 10,415 $ (291 ) $ 10,124 The deferred rent liability was $0.2 million and $0.2 million as of December 31, 2020 and 2021, respectively. Indemnification In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to vendors, lessors, business partners, board members, officers, and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by the Company, negligence or willful misconduct of the Company, violations of law by the Company, or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. No demands have been made upon the Company to provide indemnification under such agreements, and thus, there are no claims that the Company is aware of that could have a material effect on the Company’s consolidated balance sheets, consolidated statements of operations and comprehensive loss, or consolidated statements of cash flows. |
Shareholders_ (DEFICIT) Equity
Shareholders’ (DEFICIT) Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ (DEFICIT) EQUITY | NOTE 7. SHAREHOLDERS’ (DEFICIT) EQUITY Preference Shares Class A Ordinary Shares Class B Ordinary Shares — 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 at the time of a Business Combination, on a one -for-one -linked -dilution -converted -linked -linked |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants [Abstract] | |
WARRANTS | NOTE 8. 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 15 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 issuance, under the Securities Act, of 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 thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, 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 elect, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants • • • • If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. 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 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 | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements [Line Items] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS 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. At December The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December Level December 31, Assets: Marketable securities held in Trust Account 1 $ 230,021,238 Liabilities: Warrant liability – Public Warrants 1 $ 7,585,400 Warrant liability – Private Placement Warrants 3 $ 10,920,000 The Warrants were accounted for as liabilities in accordance with ASC 815 -40 The Public Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the Cox -Ross-Rubenstein The Private Placement Warrants were valued using a lattice model, specifically a binomial lattice model incorporating the Cox -Ross-Rubenstein The key inputs into the binomial lattice model for the Warrants were as follows: January 28, December 31, Input Public Private Warrants Private Market price of public shares $ 9.61 $ 9.61 9.84 Risk-free rate 1.00 % 1.00 % 1.23 % Dividend yield 0.00 % 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 11.50 Effective expiration date 6/12/26 6/12/26 10/29/26 One-touch hurdle $ 18.13 The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Initial measurement on January 28, 2021 $ 4,740,000 $ 8,970,000 $ 13,710,000 Change in fair value 6,180,000 (2,070,000 ) 4,110,000 Transfer to Level 1 — (6,900,000 ) (6,900,000 ) Fair value as of December 31, 2021 $ 10,920,000 $ — $ 10,920,000 Transfers to/from Levels |
Blade Therapeutics, Inc. [Member] | |
Fair Value Measurements [Line Items] | |
FAIR VALUE MEASUREMENTS | 3. Fair Value Measurement The Company assesses the fair value of financial instruments based on the provisions of ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company’s short -term -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. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. Financial assets and liabilities measured and recognized at fair value are as follows: December 31, 2020 Level 1 Level 2 Level 3 Fair Value (in thousands) Assets: Cash and cash equivalents Money market funds $ 1,613 $ — $ — $ 1,613 Total financial assets $ 1,613 $ — $ — $ 1,613 Liabilities: Contingent Consideration $ — $ — $ 6,432 $ 6,432 Convertible Notes at fair value — — 23,410 23,410 Warrant Liability — — 630 630 Total financial liabilities $ — $ — $ 30,472 $ 30,472 December 31, 2021 Level 1 Level 2 Level 3 Fair Value (in thousands) Assets: Cash and cash equivalents Money market funds $ 1,972 $ — $ — $ 1,972 Total financial assets $ 1,972 $ — $ — $ 1,972 Liabilities: Contingent Consideration $ — $ — $ 7,011 $ 7,011 Convertible Notes at fair value — — 46,360 46,360 Warrant Liability — — 3,135 3,135 Total financial liabilities $ — $ — $ 56,506 $ 56,506 Indemnification Holdback: The Company’s financial liability related to the Series C -1 -month In October 2020, upon the conclusion of the 12 -month -date -1 The following table provides the changes in the fair value of the Indemnification Holdback (in thousands): Balance as of December 31, 2019 $ 3,389 Payment of qualifying indemnification expenses (63 ) Change in fair value (220 ) Settlement in Series C-1 convertible preferred stock (3,063 ) Settlement in cash (43 ) Balance as of December 31, 2020 $ — Contingent Consideration: The Contingent Consideration represents the value of the Company’s Series C -1 -1 The following table provides the changes in the fair value of the Contingent Consideration (in thousands): Balance as of December 31, 2019 $ 5,394 Change in fair value 1,038 Balance as of December 31, 2020 $ 6,432 Change in fair value 579 Balance as of December 31, 2021 $ 7,011 Convertible Notes at Fair Value: In 2020 and 2021, the Company issued the 2020 and 2021 Convertible Notes. Due to certain embedded features within the 2020 and 2021 Convertible Notes, the Company elected to account for the notes under the fair value option (See Note 9 — Convertible Notes). The 2020 and 2021 Convertible Notes and associated warrants were recorded at their fair value upon issuance of $20.7 million and $20.0 million, respectively. The Company recognized a loss of $2.7 million and $2.5 million on the change in fair value of the notes for the years ended December 31, 2020 and 2021, respectively. The estimated fair value of the 2020 and 2021 Convertible Notes, which are classified as Level 3 in the fair value hierarchy, is determined based on a multiple scenario analysis that utilizes Monte Carlo simulations. The model includes assumptions related to the value of the instruments based on the estimated timings and amounts of future rounds of financing, change in control of the Company, adverse results of the Company’s clinical trials and other adverse scenarios, maturity of the notes, and an imputed discount rate based on estimated market interest rates. Further assumptions used in the Monte Carlo simulations are the equity value and outstanding balance of the notes as of the valuation date and the volatility of the Company’s underlying common stock to determine the market value of the invested capital upon a future financing date or upon the Company achieving an exit event prior to or as of the maturity of the notes. The change in fair value of the convertible notes was recognized in the change in fair value of convertible notes, tranche obligation and warrant liability in the consolidated statement of operations and comprehensive loss. The following table provides the changes in the fair value of the 2020 and 2021 Convertible Notes (in thousands): Balance as of December 31, 2019 $ — Proceeds from issuance 2020 convertible notes and warrants 20,716 Proceeds allocated to 2020 common stock warrants at fair value (630 ) Interest expense accrued 647 Change in fair value of convertible notes 2,677 Balance as of December 31, 2020 $ 23,410 Proceeds from issuance 2021 convertible notes and warrants 20,000 Proceeds allocated to 2021 common stock warrants and tranche obligation at fair value (1,692 ) Interest expense accrued 2,145 Change in fair value of convertible notes 2,497 Balance as of December 31, 2021 $ 46,360 Warrant Liability: In July 2020, warrants to purchase the Company’s common stock (“2020 Warrants”) were issued in connection with the 2020 Convertible Notes (See Note 10 — Common Stock Warrants). In May and June 2021, warrants to purchase the Company’s common stock (“2021 Warrants”) were issued in connection with the 2021 Convertible Notes (See Note 10 — Common Stock Warrants). The estimated fair value of the 2020 and 2021 Warrants, which are classified as Level 3 financial liabilities in the fair value hierarchy, is determined at inception and as of December 31, 2020 and 2021, using a probability -weighted -Scholes -Scholes -free The key assumptions used for the valuation of the 2020 and 2021 Warrants were as follows: December 31, 2020 2021 Risk-free interest rate 0.09% – 0.34% 0.10% – 0.49% Weighted-average expected term (years) 0.75 – 4.80 1.20 – 1.51 Weighted-average expected volatility 87.4% – 88.2% 86.4% – 87.5% Dividend yield —% —% The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers between Level 1, Level 2 and Level 3 categories during the periods presented. Of the Company’s Level 3 liabilities, the 2020 and 2021 Convertible Notes are presented within current liabilities and the 2020 and 2021 Warrants are presented within accrued expenses and other current liabilities on the consolidated balance sheets. The change in fair value of the warrants was recognized in the change in fair value of convertible notes, tranche obligation and warrant liability in the consolidated statement of operations and comprehensive loss. The following table provides the change in fair value of the 2020 and 2021 Warrants (in thousands): Balance as of December 31, 2019 $ — Issuance of 2020 warrants 630 Balance as of December 31, 2020 $ 630 Issuance of 2021 warrants 1,644 Change in fair value of the 2020 and 2021 Warrants 861 Balance as of December 31, 2021 $ 3,135 Tranche Obligation: The 2021 Convertible Notes include 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. No additional warrants are issuable upon the investors calling this tranche. The Company determined that the additional tranche obligation meets the definition of a freestanding financial instrument under ASC 480, Distinguishing Liabilities from Equity -Scholes The key assumptions used for the valuation of the 2021 tranche obligation were as follows: Year ended Risk-free interest rate 0.02% – 0.05% Weighted-average expected term (years) 0.25 Weighted-average expected volatility 25.0% Dividend yield —% The initial and subsequent fair values of tranche obligation recognized in connection with the issuance of 2021 Convertible Notes were determined with the assistance of a third -party The following table provides the change in fair value of the 2021 Convertible Note tranche obligation (in thousands): Initial recognition of tranche obligation upon issuance of 2021 Convertible Notes $ 48 Change in fair value 44 Extinguishment of tranche obligation (92 ) Balance as of December 31, 2021 $ — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Line Items] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January On February -interest -to-time |
Blade Therapeutics, Inc. [Member] | |
Subsequent Events [Line Items] | |
SUBSEQUENT EVENTS | 17. Subsequent Events Management has reviewed and evaluated material subsequent events from the balance sheet date of December 31, 2021 through March 2022 Convertible Notes In February 2022, the Company and its Australian Subsidiary entered into a note and warrant purchase agreement, primarily with existing investors, for the issuance of convertible notes (the “2022 Convertible Notes”) and common stock warrants for an aggregate principal amount of $6.8 million, of which $5.3 million represented convertible notes issued by the Company and $1.5 million represented convertible deed polls issued by its Australian Subsidiary. The entire principal of the notes is denominated in US dollars with a fixed accrued interest rate of 7% per annum. The 2022 Convertible Notes mature in November 2022. The 2022 Convertible Notes are subject to automatic conversion upon (a) the next Qualified Financing; (b) consummation of: (i) a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933 covering the offer and sale of the Company’s common stock in a Qualified Initial Public Offering; (ii) a business combination transaction involving the Company and a SPAC in which, (A) the anticipated pro forma cash and cash equivalents of the SPAC immediately after the combination is at least $50.0 million, net of expenses and SPAC redemptions, and (B) the aggregate consideration received in respect of each share of common stock is at least $3.00 per share (subject to appropriate adjustment for any stock dividend, stick split, combination or other similar recapitalization with respect to the Common Stock) and has been approved by each of the Series C Preferred Directors; or (iii) upon Blade’s receipt of a request for conversion of all issued and outstanding shares of Blade’s preferred stock into common stock from the holders of at least 64% of all shares of issued and outstanding shares of Blade preferred stock, including the holders of at least a majority of Blade’s Series C preferred stock (each of the foregoing items (i), (ii) and (iii), an “Automatic Conversion Event”); or (c) a Change in Control Conversion. The 2022 Convertible Notes are also subject to settlement by way of voluntary conversion on or after maturity upon the request of the holders of the 2022 Convertible Notes. In the event of a conversion of the 2022 Convertible Notes upon a Qualified Financing, the balance of the Outstanding Amount will be converted into the amount of equity securities sold by the Company in the Qualified Financing, as determined by dividing the outstanding amount by the conversion price equal to 80% of the lowest price per share of the securities sold by the Company in the Qualified Financing. In the event of an Automatic Conversion Event or a Change in Control Conversion, immediately prior to the consummation of such Automatic Conversion Event or Change in Control, the outstanding amount of 2022 Convertible Notes shall be converted into the greater of (i) the number of shares of the Company’s Series C preferred stock calculated by dividing the outstanding amount by $1.141 or (ii) the number of shares of the Company’s common stock issuable upon the conversion of shares of Series C convertible preferred stock issuable upon the conversion the 2022 Convertible Notes. In the event of a Maturity Conversion, the outstanding amount of the 2022 Convertible Notes shall be paid out in cash or converted into a number of shares of Series C preferred stock computed by dividing the outstanding amount by $1.141 at the option of the holder. 2022 Warrants Certain investors that participated in the 2022 Convertible Notes issuance in excess of a predetermined principal amount (“Excess Amount”), were issued warrants to purchase 2,983,058 -year Subsequent Closings The 2022 Convertible Notes include a right for the Company to borrow an additional $3.9 million from the 2022 Convertible Notes investors in subsequent closings under the same terms of the initial 2022 Convertible Notes issued. Warrants to purchase shares 3,411,622 of the Company’s common stock are issuable upon the second closing. The subsequent closings must occur within 30 days of the initial closing or a later period as determined by the Company’s board of directors. The 2022 Convertible Notes in the initial closing were issued in part to two related party investors (entities affiliated with members of the Company’s board of directors) for $4.4 million in aggregate principal amount and 1,927,087 warrants to purchase the Company’s common stock. Amendment to the 2020 Convertible Notes and 2021 Convertible notes In conjunction with the issuance of the 2022 Convertible Notes, the Company also amended the terms of the 2020 Convertible Notes and 2021 Convertible Notes to extend the maturity through November 11, 2022. No additional issuance costs were incurred with these amendments. |
The Company
The Company | 12 Months Ended |
Dec. 31, 2021 | |
Blade Therapeutics, Inc. [Member] | |
The Company [Line Items] | |
The Company | 1. The Company Description of the Business Blade Therapeutics, Inc. was incorporated in the state of Delaware on February 17, 2015. Blade Therapeutics, Inc. and its wholly -owned -damage Prior to May 22, 2015, the Company was named FibroRX, Inc., at which time the name was changed to Blade Therapeutics, Inc. On September 22, 2017, the Company incorporated its wholly -owned Merger Agreement On November 8, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Biotech Acquisition Company (“BAC”), a special purpose acquisition company (“SPAC”) listed on the Nasdaq (Ticker: BIOT), Blade Merger Subsidiary, Inc., a wholly -owned -Frédéric The total consideration received by the Company’s security holders from BAC at the Closing will have an aggregate value equal to $280.0 million plus the aggregate amount of the exercise prices for all shares of Blade common stock covered by Blade Awards that are in -the-money -1 In addition to the Merger Consideration set forth above, the Earnout Participants will also have a contingent right to receive up to an additional 3,500,000 -diluted The transaction is expected to be completed during the first quarter of 2022. However, there can be no assurance as to when or if the closing of the Merger will occur. The post -combination Liquidity and Going Concern Management is required to evaluate whether there are relevant conditions or events, when considered in the aggregate, raise substantial doubt about the entity’s ability to continue as a going concern and to meet its obligations as they become due within one year after the date the financial statements are issued. The accompanying consolidated 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. However, since inception, the Company has sustained significant operating losses and such losses are expected to continue for the foreseeable future. As of December 31, 2021, the Company had an accumulated deficit of $174.8 million, cash and cash equivalents of $2.3 million, negative working capital of $68.2 million, and negative cash flows from operations of $27.3 million for the year ended December 31, 2021. As a result of these conditions, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern as conditions and events, considered in the aggregate, indicate that it is probable that the Company will be unable to meet its obligations as they become due within one year after the date the financial statements are issued. Management plans to continue to incur substantial costs in order to conduct research and development activities necessary to develop a commercialized product. Additional capital will be needed to undertake these activities and commercialization efforts. The Company intends to raise the required capital through the proposed business combination, issuance of additional equity, borrowings and potentially strategic alliances with other companies. However, if such financing is not available at adequate levels or on acceptable terms, the Company could be required to significantly reduce operating expenses and delay, reduce the scope of or eliminate some of its development programs or its commercialization efforts, out -license unsecured assets, or a combination of the above, any of which may have a material adverse effect on the Company’s business, results of operations, financial condition and/or its ability to fund its scheduled obligations on a timely basis or at all. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish these plans and secure sources of financing and ultimately attain profitable operations. In February 2022, the Company issued, primarily to existing investors, an aggregate of $6.8 million of senior convertible promissory notes. Due to the substantial doubt about the Company’s ability to continue operating as a going concern and the material adverse change clause in the loan agreement with its lender, the amounts due as of December 31, 2020 and 2021 have been classified as current in the consolidated balance sheets. The lender has not invoked the material adverse change clause as of the date of issuance of these financial statements. The accompanying consolidated financial statements do not reflect any other adjustments relating to the recoverability and reclassification of assets and liabilities that might be necessary if the Company is unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. COVID-19 In March 2020, the World Health Organization declared the outbreak of the novel coronavirus disease (“COVID -19 In response to the pandemic, in April 2020, the Company initiated a Phase 2 trial of its oral calpain inhibitor, BLD -2660 -19-related -2660 The impact of the COVID -19 -19 |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2021 | |
Blade Therapeutics, Inc. [Member] | |
Balance Sheet Components [Line Items] | |
Balance Sheet Components | 4. Balance Sheet Components Property and Equipment, Net December 31, 2020 2021 (in thousands) Computer equipment and software $ 247 $ 275 Lab equipment 1,462 1,468 Leasehold improvements 150 150 Furniture and fixtures 47 47 Property and equipment at cost 1,906 1,940 Less: accumulated depreciation (882 ) (1,162 ) Property and equipment, net $ 1,024 $ 778 Depreciation expense for the years ended December 31, 2020 and 2021 was $0.3 million and $0.3 million, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following amounts: December 31, 2020 2021 (in thousands) Accrued employee related expenses $ 1,137 $ 1,370 Accrued clinical and research and development costs 2,117 2,762 Deferred rent, current portion 143 — Common stock warrant liability 630 3,135 Other accrued expenses 188 3,888 Total accrued expenses and other current liabilities $ 4,215 $ 11,155 Accrued expenses and other current liabilities include an estimated amount related to certain government incentive credits received in 2019, 2020 and 2021 related to our research and development expenditures. The Company previously recognized within other income (expense), net, the incentive credits as it was reasonably assured that the conditions necessary to qualify for the incentive credits had been met in 2019 and 2020. In 2021, the government entity that issues the incentive credits provided additional interpretive guidance regarding the conditions necessary to qualify for the incentive credits. Based on this new interpretive guidance, the Company no longer believes it is reasonably assured that the conditions necessary to qualify for the incentive credits have been met and the Company may be required to repay some or all of the incentive credits received to date. This change in estimate resulted in the Company recording $3.3 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Blade Therapeutics, Inc. [Member] | |
Income Taxes [Line Items] | |
Income Taxes | 7. Income Taxes The components of loss before taxes were as follows: Year Ended December 31, 2020 2021 (in thousands) Domestic $ (34,482 ) $ (33,272 ) Foreign (1,530 ) (6,255 ) Total loss before provision for income tax $ (36,012 ) $ (39,527 ) The Company’s provision for income taxes was as follows: Year Ended December 31, 2020 2021 (in Current: Federal $ — $ — State 1 2 Foreign — — Provision for income taxes $ 1 $ 2 The income tax effect of temporary differences that give rise to significant portions of the Company’s deferred tax assets at December 31, 2020 and 2021 is presented below: December 31, 2020 2021 (in Deferred tax assets: Net operating loss carryforwards $ 22,265 $ 29,673 Research and development credits carryforwards 3,272 4,719 Accruals and other 765 698 Fixed assets — 145 Total deferred income tax assets 26,302 35,235 Less: valuation allowance (26,241 ) (35,235 ) Total deferred tax assets 61 — Deferred tax liabilities: Fixed assets (61 ) — Net deferred tax assets $ — $ — As of December 31, 2021, the Company has domestic net operating loss carryforwards of approximately $126.6 million and $16.3 million available to reduce future taxable income, if any, for Federal and California income tax purposes, respectively. The domestic net operating losses will begin to expire in 2035. As of December 31, 2021, the Company has foreign net operating loss carryforwards of approximately $0.2 million available to reduce future taxable income, if any, for foreign income tax purposes. The foreign net operating losses have no expiration date. The Company has established a full valuation allowance against its deferred tax assets due to the uncertainty surrounding realization of such assets. The net increase in the valuation allowance for the years ended December 31, 2020 and 2021 was $8.2 million and $9.0 million, respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax -planning As of December 31, 2021, the Company has Federal and California research and development credit carryforwards of $4.6 million and $2.2 million, respectively, which will expire beginning in 2035 if not utilized. The California research and development credits have no expiration date. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “IRC”), if a corporation undergoes an “ownership change” (generally defined as a greater than 50 percentage points change (by value) in the ownership of its equity over a rolling three -year -change -change -change As of December 31, 2021, the Company had $1.8 million of unrecognized tax benefits which are comprised of federal of $1.3 million and California of $0.5 million. The Company’s unrecognized gross tax benefits would not reduce its annual effective tax rate if recognized because the Company has recorded a full valuation allowance on deferred tax assets. The Company did not foresee any material changes to its gross unrecognized tax benefit within the next 12 months. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. The Company did not recognize any accrued interest and penalties related to gross unrecognized tax benefits related to the years ended December 31, 2020 and 2021. All years are open for examination by federal and state authorities. The Company currently has no federal or state tax examinations in progress. |
Term Loan Agreement
Term Loan Agreement | 12 Months Ended |
Dec. 31, 2021 | |
Blade Therapeutics, Inc. [Member] | |
Term Loan Agreement [Line Items] | |
Term Loan Agreement | 8. Term Loan Agreement In March 2019, the Company entered into a term loan agreement (“Term Loan Agreement”) with Silicon Valley Bank (“Lender”). The Term Loan Agreement provided access to cash for up to $12.0 million available in two tranches of $6.0 million each, and each tranche is available to the Company subject to the achievement of certain financial and clinical milestones. The draw period for each tranche expired on January 31, 2020. The Company met the financial and clinical milestones required to draw the first tranche under the Term Loan Agreement and borrowed $6.0 million on December 16, 2019. The term loan repayment schedule provided for interest only payments through either January 31, 2020, April 30, 2020, or January 31, 2021, with respect to achievement of certain milestones, in each case followed by consecutive equal monthly payments of principal and interest in arrears starting on such dates and continuing through the original maturity date of January 1, 2023. Upon drawing on its first tranche on December 16, 2019, the Company commenced monthly principal payments on January 31, 2020. The Term Loan Agreement provides for an interest rate equal to the greater of (i) Prime Rate or (ii) 5.25%. In an event of default, the then -effective Under the Term Loan Agreement an unused line fee equal to $0.1 million was to become due and payable on the earlier of (i) termination of the Term loan Agreement by the Company, or (ii) February 1, 2020. Upon the Company’s draw on the facility on December 16, 2019, this fee expired without becoming payable. The Term Loan Agreement provides that an event of default will occur if, among other triggers, there occurs any circumstances that could reasonably be expected to result in a material adverse effect on the Company’s business, operations or financial condition, or on its ability to perform its obligations under the loan. The Company has disclosed in Note 1 that there is currently substantial doubt about its ability to continue as a going concern given its continuing operating losses and its current available capital resources, which could be deemed to be an event of default if such condition was considered to have a material adverse effect on the Company’s business, operations or financial condition. As a result, the Company has classified the entire debt balance under the Term Loan Agreement as a current liability given that a determination of such an event of default is outside of the Company’s control. The Term Loan Agreement also includes customary representations and warranties, other events of default and termination provisions. In connection with the Company’s borrowing under the Term Loan Agreement, the Company incurred loan issuance costs of $0.1 million, which were recorded as a debt discount that was fully amortized to interest expense during the year ended December 31, 2019. In connection with the Term Loan Agreement, the Company issued to the lender warrants to purchase common shares (See Note 10 — Common Stock Warrants). The fair value of the warrants was recorded as a debt discount. The initial and additional tranche of warrants issued in 2019 were measured at their issuance date fair value of $35,000 and $52,000, respectively. The debt discount from the initial warrant was fully amortized to interest expense as of December 31, 2019. Starting on January 1, 2020, the unamortized $52,000 debt discount associated with the additional warrant is being amortized to interest expense using the effective interest method over the loan term (See Note 10 — Common Stock Warrants). In April 2020, the Company entered into an amendment to the Term Loan Agreement to defer principal but not interest payments, for a six -month -50 As of December 31, 2020 and 2021, the current balance of debt, net of unamortized debt issuance cost of $29,000 and $11,000, respectively, was $5.2 million and $3.3 million, respectively. The Company recorded interest expense of $0.3 million and $0.3 million, respectively, related to the Term Loan Agreement for the years ended December 31, 2020 and 2021. Of this amount, $23,000 and $18,000 consisted of amortization of the debt discount for the years ended December 31, 2020 and 2021, respectively. The following table summarizes the future principal payments under the Term Loan Agreement as of December 31 2021 as follows: Amount (in thousands) 2022 $ 2,000 2023 1,422 Total $ 3,422 |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2021 | |
Blade Therapeutics, Inc. [Member] | |
Convertible Notes [Line Items] | |
Convertible Notes | 9. Convertible Notes 2018 and 2019 Convertible Notes In November 2018, in Company’s first closing of its Series C financing, the Company entered into a convertible note purchase agreement with a new investor and received proceeds of $8.2 million (“2018 Convertible Note”). In January 2019, the Company executed the second closing of its Series C financing for gross proceeds of $1.8 million and issued to the investor a convertible note of $1.8 million. In February 2019, the Company executed the subsequent closing of its Series C financing for gross proceeds of $5.2 million and issued the investor Series C shares of $3.0 million and a convertible note of $2.2 million. The convertible notes issued in January 2019 and February 2019 (the “2019 Convertible Notes”) were issued by the Australian Subsidiary and are convertible into ordinary shares of the subsidiary. Such ordinary shares may be exchanged for shares of Series C convertible preferred stock on the same terms as if the investor had invested in the Company at each closing. The Company incurred issuance costs of $0.1 million each related to the 2018 Convertible Note and 2019 Convertible Notes, which were accounted for as debt discounts and are being amortized over the term of the respective convertible notes using the effective interest method. Amortization of the debt discount on convertible notes, which was recorded as interest expense in the consolidated statement of operations and comprehensive loss, was $10,000 for the year ended December 31, 2020. The unamortized debt discount on convertible notes was $0.1 million as of December 31, 2020. The carrying amount of the convertible notes is subject to the impact of foreign currency fluctuations. There is no stated interest rate on the convertible notes. The principal is due in full upon maturity in 2029. Either the investor or the Company may convert each note into shares of the Company’s Series C convertible preferred stock 12 months after the issuance date and at any time on or before the maturity date. The convertible notes are automatically convertible upon (a) liquidation or winding up of the Company; (b) a greater than 50% change in control; (c) a sale of substantially all of the Company’s assets; or (d) sales or exclusive license of all or substantially all of the Company’s intellectual property into conversion securities 12 months after the issuance date. The effective conversion price of the convertible notes is equal to the stated purchase price of the Series C convertible preferred stock of $1.141 per share. As such, there is no beneficial conversion feature on each note and upon optional conversion or automatic conversion, the convertible notes will convert into 10,661,699 2020 Convertible Notes In July 2020, the Company and its Australian Subsidiary entered into a note and warrant purchase agreement with new and existing investors for the issuance of convertible notes (the “2020 Convertible Notes”) and common stock warrants (See Note 10 — Common Stock Warrants) for an aggregate principal amount of $20.7 million. Of the $20.7 million cash proceeds raised, $17.6 million represented convertible notes issued by the Company and $3.1 million issued by the Australian Subsidiary. The entire principal of the Notes is denominated in US dollars with a fixed accrued interest rate of 7% per annum. The 2020 Convertible Notes were originally issued with a maturity within one year from issuance and amended in May 2021, to extend the maturity to February 2022. The Company amended the 2020 Convertible Notes in February 2022 to extend the maturity to November 2022. The amendment was accounted for as a modification under ASC 470 -50 -to-one -participating The 2020 Convertible Notes are subject to automatic conversion upon (a) the next “Qualified Financing,” whereby the Company issues its preferred equity securities and raises aggregate gross proceeds of at least $20.0 million (“Conversion upon a Qualified Financing”); or (b) upon a change in control whereby the Company is acquired by another entity or disposes of substantially all its assets upon sale, lease, liquidation, dissolution or winding up, whether voluntary or involuntary (“Conversion upon Change in Control”). The 2020 Convertible Notes are also subject to settlement by way of voluntary conversion on or after maturity upon the request of the holders of the 2020 Convertible Notes (“Maturity Conversion”). In the event of a Conversion upon a Qualified Financing, the balance of the Outstanding Amount will be converted into the amount of equity securities sold by the Company in the Qualified Financing, as determined by dividing the outstanding amount by the conversion price equal to 80% of the lowest price per share of the securities sold by the Company in the Qualified Financing. In the event of a Change in Control Conversion, immediately prior to the consummation of such a Change in Control, the outstanding amount of 2020 Convertible Notes shall be converted into the greater of (i) the number of the Company’s Series C convertible preferred stock calculated by dividing the outstanding amount by $1.141 or (ii) the number of shares of the Company’s common stock issuable upon the conversion of shares of Series C convertible preferred stock issuable upon the conversion the 2020 Convertible Notes. In the event of a Maturity Conversion, the outstanding amount of the 2020 Convertible Notes shall be paid out in cash or converted into an amount of Series C convertible preferred stock computed by dividing the outstanding amount by $1.141 at the option of the holder. Due to the various conversion and settlement features embedded within the 2020 Convertible Notes, the Company elected to account for the notes under the fair value option. As such, the 2020 Convertible Notes and associated warrants were initially recognized at their determined fair value of $20.7 million on the date of issuance (See Note 3 — Fair Value). Consistent with accounting requirements of the fair value option election, the Company expensed $0.3 million of issuance costs incurred related to the 2020 Convertible Notes in other income (expense), net in the consolidated statements of operations and comprehensive loss as incurred for the year ended December 31, 2020. The Company recognized accrued interest expense of $0.6 million and $1.5 million related to the 2020 Convertible Notes for the years ended December 31, 2020 and 2021, respectively, in interest expense, net in the consolidated statements of operations and comprehensive loss. At December 31, 2020 and 2021, no accrued interest on any of the 2020 Convertible Notes was paid. The Company recognized a loss of $2.7 million and a gain of $0.6 million from the change in fair value of the 2020 Convertible Notes for the years ended December 31, 2020 and 2021, respectively. 2021 Convertible Notes In May and June 2021, the Company and its Australian Subsidiary entered into a note and warrant purchase agreement, primarily with existing investors, for the issuance of convertible notes (the “2021 Convertible Notes”) and common stock warrants for an aggregate principal amount of $16.0 million of which $13.6 million represented convertible notes issued by the Company and $2.4 million represented convertible deed polls issued by its Australian Subsidiary. The entire principal of the notes is denominated in US dollars with a fixed accrued interest rate of 7% per annum. The 2021 Convertible Notes were originally issued with a maturity date within one year from issuance. The Company amended the 2021 Convertible Notes in February 2022 to extend the maturity to November 2022. In conjunction with the issuance of the 2021 Convertible Notes, the Company amended and restated its articles of incorporation to increase shares authorized for issuance of its convertible preferred stock to 151,185,364 and shares authorized for issuance of its common stock to 178,329,409. Any shares of convertible preferred stock held by an investor that did not purchase their allocated pro rata amount of convertible notes would be automatically converted into common stock on a five -to-one The 2021 Convertible Notes are subject to automatic conversion upon (a) the next Qualified Financing; (b) upon consummation of: (i) a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933 covering the offer and sale of the Company’s common stock in a Qualified IPO (ii) a business combination transaction involving the Company and a SPAC in which, the anticipated pro forma cash and cash equivalents of the SPAC immediately after the combination is at least $50.0 million, net of expenses and SPAC redemptions, or the aggregate consideration received in respect of each share of common stock is at least $3.00 per share (subject to appropriate adjustment for any stock dividend, stick split, combination or other similar recapitalization with respect to the Common Stock) and has been approved by each of the Series C Preferred Directors (collectively, a “Qualified SPAC Transaction”); or (iii) upon Blade’s receipt of a request for such conversion of all issued and outstanding shares of Blade’s convertible preferred stock into common stock from the holders of at least 64% of all shares of issued and outstanding shares of Blade preferred stock, including the holders of at least a majority of Blade’s Series C preferred stock. These three conversion events are defined collectively and individually as an “Automatic Conversion Event;” or (c) a Change in Control Conversion. The 2021 Convertible Notes are also subject to settlement by way of voluntary conversion on or after maturity upon the request of the holders of the 2021 Convertible Notes. In the event of a conversion of the 2021 Convertible Notes upon a Qualified Financing, the balance of the outstanding amount will be converted into the amount of equity securities sold by the Company in the Qualified Financing, as determined by dividing the outstanding amount by the conversion price equal to 80% of the lowest price per share of the securities sold by the Company in the Qualified Financing. In the event of an Automatic Conversion Event or a Change in Control Conversion, immediately prior to the consummation of such an Automatic Conversion Event or a Change in Control, the outstanding amount of 2021 Convertible Notes shall be converted into the greater of (i) the number of shares of the Company’s Series C convertible preferred stock calculated by dividing the outstanding amount by $1.141 or (ii) the number of shares of the Company’s common stock issuable upon the conversion of shares of Series C convertible preferred stock issuable upon the conversion the 2021 Convertible Notes. In the event of a Maturity Conversion, the outstanding amount of the 2021 Convertible Notes shall be paid out in cash or converted into a number of shares of Series C convertible preferred stock computed by dividing the outstanding amount by $1.141 at the option of the holder. The 2021 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 (see Note 3 — Fair Value Measurement). Upon calling of this tranche in November and December 2021, the Company issued an additional $4.0 million in 2021 Convertible Notes and the tranche obligation was extinguished. Due to the various conversion and settlement features embedded within the 2021 Convertible Notes, the Company elected to account for the notes under the fair value option. As such, the 2021 Convertible Notes and associated warrants were initially recognized at their determined fair value of $16.0 million on the date of issuance. Consistent with accounting requirements of the fair value option election, the Company expensed $0.3 million of issuance costs incurred related to the 2021 Convertible Notes in other income (expense), net in the consolidated statement of operations and comprehensive loss as incurred. The Company recognized accrued interest expense of $0.7 million related to the 2021 Convertible Notes for the year ended December 31, 2021, in interest expense, net in the consolidated statement of operations and comprehensive loss. The Company recognized a loss of $3.1 million on the change in fair value of the 2021 Convertible Notes from issuance for the year ended December 31, 2021. |
Common Stock Warrants
Common Stock Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Blade Therapeutics, Inc. [Member] | |
Common Stock Warrants [Line Items] | |
Common Stock Warrants | 10. Common Stock Warrants Common Stock Warrants Outstanding and Exercisable The following warrants to purchase shares of the Company’s common stock were outstanding and exercisable: Number of Shares Common stock warrant December 31, December 31, Issue Date Exercise Expiration Equity-classified 2015 convertible note 200,000 200,000 May 4, 2015 $ 0.01 May 4, 2025 Series A financing 900,000 900,000 July 6, 2015 $ 0.01 July 6, 2025 Term Loan Agreement Initial Warrant 152,926 152,926 March 8, 2019 $ 0.28 March 8, 2029 Term Loan Agreement Subsequent Warrant 183,510 183,510 December 16, 2019 $ 0.28 March 8, 2029 Total equity-classified 1,436,436 1,436,436 Liability-classified 2020 Convertible (1) 1,309,695 1,309,695 July 22, 2020 $ 0.01 July 22, 2030 2021 Convertible (1) — 3,044,223 May 25, 2021 $ 0.01 May 25, 2031 Total liability-classified 1,309,695 4,353,918 Total warrants 2,746,131 5,790,354 ____________ (1) At December 31, 2020 and 2021, the number of shares exercisable under the warrants issued in connection with the 2020 and 2021 Convertible Notes was subject to adjustment pending certain contingent events; however, the number of shares exercisable and the related valuations have been performed assuming that the number of shares exercisable is 50% of the Excess Amount (as defined below) funded by the holder for the 2020 warrants (150% of the Excess Amount for the 2021 warrants) divided by $1.141. Warrants Issued in Connection with Term Loan Agreement In connection with the execution of the Term Loan Agreement (see Note 8 — Term Loan Agreement) the Company issued two warrants to purchase shares of the Company’s common stock. The warrants met the criteria for equity classification. Upon execution of the Term Loan Agreement, a warrant (“Initial Warrant”) was recorded as a debt issuance cost with a corresponding increase in additional paid -in In December 2019, upon the Company drawing $6.0 million in cash, an additional warrant for 183,510 The warrants were valued using the Black -Scholes Expected term (years) 9.19 – 10 Expected volatility 78.2% – 81.2% Risk-free interest rate 1.9% – 2.6% Dividend yield — Warrants Issued in Connection with 2020 Convertible Notes In July 2020, certain investors that participated in the 2020 Convertible Notes issuance, in excess of a predetermined principal amount (“Excess Amount”), were issued warrants to purchase shares of the Company’s common stock (“2020 Warrants”). The 2020 Warrants are fully exercisable as of issuance and remain exercisable for a 10 -year There was no change recorded in the fair value of the warrants from their date of initial measurement in July 2020 to December 31, 2020. During the year ended December 31, 2021, the Company recorded a fair value change of $0.3 million for the warrants. Warrants Issued in Connection with 2021 Convertible Notes Certain investors that participated in the 2021 Convertible Notes issuance in excess of a predetermined principal amount (“Excess Amount”), were issued warrants to purchase shares of the Company’s common stock. The warrants are fully exercisable as of issuance and remain exercisable for a 10 -year |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Blade Therapeutics, Inc. [Member] | |
Convertible Preferred Stock [Line Items] | |
Convertible Preferred Stock | 11. Convertible Preferred Stock Convertible preferred stock consists of the following: December 31, 2020 Shares Authorized Shares Outstanding Price Per Share Liquidation Preference Proceeds, Net Issuance Cost (in thousands, except shares and original issue price) Series A 6,500,000 6,500,000 $ 1.00 $ 6,500 $ 6,341 Series B 43,000,000 40,369,153 $ 1.055 42,589 42,335 Series C 62,156,880 22,642,414 $ 1.141 25,835 25,596 Series C-1 22,000,000 13,533,123 $ 1.141 15,441 14,835 Total 133,656,880 83,044,690 $ 90,365 $ 89,107 December 31, 2021 Shares Authorized Shares Outstanding Price Per Share Liquidation Preference Proceeds, Net Issuance Cost (in thousands, except shares and original issue price) Series A 6,500,000 6,500,000 $ 1.00 $ 6,500 $ 6,341 Series B 43,000,000 40,369,153 $ 1.055 42,589 42,335 Series C 79,685,364 22,642,414 $ 1.141 25,835 25,596 Series C-1 22,000,000 13,533,123 $ 1.141 15,441 14,835 Total 151,185,364 83,044,690 $ 90,365 $ 89,107 The holders of convertible preferred stock have various rights and preferences as follows: Voting Rights The holders of convertible preferred stock shares are entitled to vote on all matters on which the common stockholders are entitled to vote. Holders of convertible preferred and common stock vote together as a single class, not as separate classes. Each holder of convertible preferred stock is entitled to the number of votes equal to the number of common stock shares into which the shares held by such holder are convertible. As long as any convertible preferred stock shares remain outstanding, the Company must obtain approval from a majority of the holders of the then outstanding shares of convertible preferred stock in order to alter or change the rights, preferences and privileges of preferred stock, change the authorized number of preferred and common stock, create a new class or series of shares having any rights, preferences or privileges superior to or on parity with any outstanding shares of convertible preferred stock, declare or pay any distribution, merge, consolidate with or implement a reorganization that would result in the transfer of 50% of the voting power of the Company, sell all or substantially all of the Company’s assets, voluntarily dissolve or liquidate the Company, change the authorized number of directors, incur indebtedness greater than $1.0 million and appoint or remove the chief executive officer. Dividends The Company’s articles of incorporation permit the holders of shares of Series A, B, C and C -1 -1 a commercial transaction or series of related commercial transactions pursuant to which the Company is entitled to a significant lump sum cash payment but does not constitute a liquidation event, as determined solely by the board of directors (a “Distribution Event”), dividends on outstanding shares of Series C convertible preferred stock and Series C -1 -1 After payment of dividends to the holders of Series C and C -1 -1 After payment of dividends to the holders of Series B, C and C -1 -converted Liquidation In the event of any liquidation, dissolution or winding up of the Company, including a merger, reorganization, consolidation, acquisition or sale of substantially all of the assets of the Company, or any other transaction or series of transactions in which more than 50% of the voting power of the Company is disposed of, the holders of Series C and C -1 -1 -1 Classification A liquidation or winding up of the Company, a greater than 50% change in control, or a sale of substantially all of its assets, sales or exclusive license of all or substantially all of the Company’s intellectual property would constitute a redemption event. Accordingly, as the redemption event is outside the control of the Company, all shares of preferred stock have been presented outside of permanent equity. Furthermore, the Company has elected not to adjust the carrying values of the Series A, B, C and C -1 Conversion Each share of Series A, Series B, Series C and Series C -1 -effective -1 Each share of Series A, Series B, Series C and Series C -1 -paid -effective |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Blade Therapeutics, Inc. [Member] | |
Common Stock [Line Items] | |
Common Stock | 12. Common Stock At December 31, 2020 and 2021, the Company has reserved sufficient shares of common stock for issuance upon conversion of preferred stock, and the exercise of stock options and certain warrants (See Note 10 — Common Stock Warrants). Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors, subject to prior rights of the preferred stockholders. The Company reserved common stock, on an as -converted December 31, 2020 2021 Convertible preferred stock 83,044,690 83,044,690 Common stock options issued and outstanding under the Stock Option Plan 17,468,983 21,552,842 Convertible Notes 30,830,292 49,776,337 Remaining shares available for issuance under the Stock Option Plan 5,151,841 3,120,537 Warrants outstanding (1) 2,746,131 5,790,354 Total outstanding common stock and options and remaining shares available 139,241,937 163,284,760 ____________ (1) At December 31, 2020 and 2021, the number of shares exercisable under the warrants issued in connection with the 2020 and 2021 Convertible Notes was subject to adjustment pending certain contingent events; however, the number of shares exercisable are assumed to be 50% of the Excess Amount funded by the holder for the 2020 warrants (150% of the Excess Amount for the 2021 warrants) divided by $1.141. |
Stock Option Plan
Stock Option Plan | 12 Months Ended |
Dec. 31, 2021 | |
Blade Therapeutics, Inc. [Member] | |
Stock Option Plan [Line Items] | |
Stock Option Plan | 13. Stock Option Plan In May 2015, the Company established its 2015 Stock Option Plan (the “Plan”) which provides for the granting of stock options to employees and consultants of the Company. Options granted under the Plan may be either incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”). ISOs may be granted only to Company employees (including officers and directors who are also employees). NSOs may be granted to Company employees and consultants. The number of shares of common stock available for issuance under the Plan are increased from time to time by the Board of Directors. On September 25, 2020, the Board of Directors approved an increase to the Company’s option pool pursuant to the Plan by an additional 5,000,000 The exercise price of an ISO and NSO shall not be less than 100% of the estimated fair value of the shares on the date of grant, as determined by the Board of Directors. The exercise price of an ISO granted to an employee who at the time of grant is a 10% stockholder shall not be less than 110% of the estimated fair value of the shares on the date of grant, as determined by the Board of Directors. To date, options have a term of ten years and generally vest over a four -year Activity under the Company’s stock option plan, including non -founder Weighted Average Shares Available for Grant Number of Options Outstanding Exercise Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2019 4,032,081 14,028,646 $ 0.26 8.85 $ 1,197 Shares authorized 5,000,000 — Granted (5,957,116 ) 5,957,116 0.47 Exercised — (473,594 ) 0.21 Forfeited 2,043,185 (2,043,185 ) 0.32 Repurchased 33,691 — 0.14 Outstanding at December 31, 2020 5,151,841 17,468,983 $ 0.33 7.76 $ 2,794 Shares authorized 4,200,000 Granted (7,980,914 ) 7,980,914 0.51 Exercised — (2,147,445 ) 0.23 Forfeited 1,749,610 (1,749,610 ) 0.31 Outstanding at December 31, 2021 3,120,537 21,552,842 $ 0.41 7.51 $ 3,073 Exercisable at December 31, 2021 9,000,500 $ 0.33 5.56 $ 2,008 Aggregate intrinsic value in the above table is calculated as the difference between the exercise price of the options and the Company’s estimated fair value of its common stock as of December 31, 2020 and 2021. The total intrinsic value of options exercised was $0.1 million and $0.6 million for the years ended December 31, 2020 and 2021, respectively. Stock-Based Compensation The determination of the fair value of stock -based -free Estimating the fair value of equity -settled -Scholes Fair Value of Common Stock -party Expected Term -average -based Expected Volatility Expected Dividend -Scholes Risk -Free Interest Rate -free -coupon -settled The estimated grant -date -employee -Scholes Year Ended December 31, 2020 2021 Risk-free interest rate 0.35% – 1.42% 0.64% – 1.13% Weighted-average expected term (years) 5.93 – 6.07 5.85 – 6.08 Expected dividends — — Weighted-average expected volatility 80.54% – 84.21% 79.34% – 83.46% During the year ended December 31, 2020 and 2021, the Company granted stock options to employees and non -employees -average Total stock -based Year Ended December 31, 2020 2021 (in thousands) Research and development $ 511 $ 377 General and administrative 394 1,019 Total stock-based compensation expense $ 905 $ 1,396 As of December 31, 2021, there was $3.9 million of total unrecognized compensation cost related to unvested share -based -average Liability for Early Exercise of Stock Options As of December 31, 2020, there were 60,082 of shares issued to non -founding -founding |
License and Research and Develo
License and Research and Development Agreements | 12 Months Ended |
Dec. 31, 2021 | |
Blade Therapeutics, Inc. [Member] | |
License and Research and Development Agreements [Line Items] | |
License and Research and Development Agreements | 14. License and Research and Development Agreements License Agreement In May 2015, the Company entered into certain license and collaboration agreements with academic and research foundations relating to the Company’s drug discovery and development initiatives. Under one of these agreements, the Company has been granted certain worldwide exclusive licenses to use the licensed compounds. The Company made an upfront license payment of $0.1 million in May 2015 which was recorded as research and development costs as this early -stage In August 2021, the Company terminated the license agreement with the academic and research foundation by giving a 90 -day |
Acquisition of ATXCo
Acquisition of ATXCo | 12 Months Ended |
Dec. 31, 2021 | |
Blade Therapeutics, Inc. [Member] | |
Acquisition of ATXCo [Line Items] | |
Acquisition of ATXCo | 15. Acquisition of ATXCo On September 23, 2019, the Company completed the merger of ATXCo, with a subsidiary of the Company, for total consideration of $20.9 million. At acquisition, ATXCo consisted entirely of certain in -process -1 -1 As the Indemnification Holdback and Contingent Consideration are paid in the Company’s mezzanine -classified The transaction was considered an asset acquisition rather than a business combination as the Company determined that substantially all the fair value of the gross assets acquired was concentrated in a single identifiable asset, namely, the in -process -1 -process The Company also incurred $0.2 million in costs to issue the Series C -1 -in During the year ended December 31, 2020, the Company claimed $63,000 of legal expenses incurred constituting qualifying indemnification obligations related to costs incurred by ATXCo prior to the transaction closing that were approved for settlement against the Indemnification Holdback. As a result, the portion of the Indemnification Holdback due to the ATXCo stock converting stockholders was reduced by 54,953 -1 In October 2020, the Company released the remaining Indemnification Holdback following the satisfaction of indemnification obligations incurred on behalf of ATXCo, by issuing 3,033,231 -1 During the years ended December 31, 2020 and 2021, a fair value loss on remeasurement of $1.0 million and $0.6 million, respectively, was recorded through other income (expense), net to reflect the increase in the estimated fair value of the Contingent Consideration to $6.4 million and $7.0 million as of December 31, 2020 and 2021, respectively. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Blade Therapeutics, Inc. [Member] | |
Net Loss Per Share [Line Items] | |
NET LOSS PER SHARE | 16. Net Loss Per Share A reconciliation of net loss available to common stockholders and the number of shares in the calculation of basic and diluted loss per share is as follows (in thousands, except share and per share amounts): Year Ended 2020 2021 Numerator: Net loss attributable to common stockholders $ (36,013 ) $ (39,529 ) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 9,006,819 13,210,927 Net loss per share attributable to common stockholders, basic and diluted $ (4.00 ) $ (2.99 ) The following participating securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti -dilutive -converted December 31, 2020 2021 Convertible preferred stock 83,044,690 83,044,690 Outstanding stock options 17,468,983 21,552,842 Outstanding common stock warrants 336,436 336,436 Convertible promissory notes 29,384,943 48,795,210 Unvested early exercised stock awards 60,082 — Total 130,295,134 153,729,178 |
Accounting Policies, by Policy
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 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Tables) [Line Items] | |
Schedule of condensed balance sheet are reconciled | 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 |
Schedule of basic and diluted net income per common share | 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 ) $ — $ — |
Blade Therapeutics, Inc. [Member] | |
Summary of Significant Accounting Policies (Tables) [Line Items] | |
Schedule of property and equipment are stated at cost, subject to adjustments for impairments, less accumulated depreciation and amortization | 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 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Blade Therapeutics, Inc. [Member] | |
Commitments and Contingencies (Tables) [Line Items] | |
Schedule of future minimum facility lease payments | Year Ending December 31, Operating Lease Sublease Net Operating Lease (in thousands) 2022 $ 1,687 $ (291 ) $ 1,396 2023 1,864 — 1,864 2024 1,929 — 1,929 2025 1,996 — 1,996 Thereafter 2,939 — 2,939 Total minimum lease payments $ 10,415 $ (291 ) $ 10,124 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements (Tables) [Line Items] | |
Schedule of assets that are measured at fair value on a recurring basis | Level December 31, Assets: Marketable securities held in Trust Account 1 $ 230,021,238 Liabilities: Warrant liability – Public Warrants 1 $ 7,585,400 Warrant liability – Private Placement Warrants 3 $ 10,920,000 |
Schedule of binomial lattice model for warrants | January 28, December 31, Input Public Private Warrants Private Market price of public shares $ 9.61 $ 9.61 9.84 Risk-free rate 1.00 % 1.00 % 1.23 % Dividend yield 0.00 % 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 11.50 Effective expiration date 6/12/26 6/12/26 10/29/26 One-touch hurdle $ 18.13 |
Schedule of changes in the fair value of warrant liabilities | Private Public Warrant Initial measurement on January 28, 2021 $ 4,740,000 $ 8,970,000 $ 13,710,000 Change in fair value 6,180,000 (2,070,000 ) 4,110,000 Transfer to Level 1 — (6,900,000 ) (6,900,000 ) Fair value as of December 31, 2021 $ 10,920,000 $ — $ 10,920,000 |
Blade Therapeutics, Inc. [Member] | |
Fair Value Measurements (Tables) [Line Items] | |
Schedule of changes in the fair value of warrant liabilities | Balance as of December 31, 2019 $ 3,389 Payment of qualifying indemnification expenses (63 ) Change in fair value (220 ) Settlement in Series C-1 convertible preferred stock (3,063 ) Settlement in cash (43 ) Balance as of December 31, 2020 $ — |
Schedule of financial assets and liabilities measured and recognized at fair value | December 31, 2020 Level 1 Level 2 Level 3 Fair Value (in thousands) Assets: Cash and cash equivalents Money market funds $ 1,613 $ — $ — $ 1,613 Total financial assets $ 1,613 $ — $ — $ 1,613 Liabilities: Contingent Consideration $ — $ — $ 6,432 $ 6,432 Convertible Notes at fair value — — 23,410 23,410 Warrant Liability — — 630 630 Total financial liabilities $ — $ — $ 30,472 $ 30,472 December 31, 2021 Level 1 Level 2 Level 3 Fair Value (in thousands) Assets: Cash and cash equivalents Money market funds $ 1,972 $ — $ — $ 1,972 Total financial assets $ 1,972 $ — $ — $ 1,972 Liabilities: Contingent Consideration $ — $ — $ 7,011 $ 7,011 Convertible Notes at fair value — — 46,360 46,360 Warrant Liability — — 3,135 3,135 Total financial liabilities $ — $ — $ 56,506 $ 56,506 |
Schedule of changes in the fair value of the contingent consideration | Balance as of December 31, 2019 $ 5,394 Change in fair value 1,038 Balance as of December 31, 2020 $ 6,432 Change in fair value 579 Balance as of December 31, 2021 $ 7,011 |
Schedule of provides the changes in the fair value of the convertible notes | Balance as of December 31, 2019 $ — Proceeds from issuance 2020 convertible notes and warrants 20,716 Proceeds allocated to 2020 common stock warrants at fair value (630 ) Interest expense accrued 647 Change in fair value of convertible notes 2,677 Balance as of December 31, 2020 $ 23,410 Proceeds from issuance 2021 convertible notes and warrants 20,000 Proceeds allocated to 2021 common stock warrants and tranche obligation at fair value (1,692 ) Interest expense accrued 2,145 Change in fair value of convertible notes 2,497 Balance as of December 31, 2021 $ 46,360 |
Schedule of assumptions used for the valuation of the warrants | December 31, 2020 2021 Risk-free interest rate 0.09% – 0.34% 0.10% – 0.49% Weighted-average expected term (years) 0.75 – 4.80 1.20 – 1.51 Weighted-average expected volatility 87.4% – 88.2% 86.4% – 87.5% Dividend yield —% —% Year ended Risk-free interest rate 0.02% – 0.05% Weighted-average expected term (years) 0.25 Weighted-average expected volatility 25.0% Dividend yield —% |
Schedule of change in fair value of the 2020 and 2021 Warrants | Balance as of December 31, 2019 $ — Issuance of 2020 warrants 630 Balance as of December 31, 2020 $ 630 Issuance of 2021 warrants 1,644 Change in fair value of the 2020 and 2021 Warrants 861 Balance as of December 31, 2021 $ 3,135 |
Schedule of change in fair value of the 2021 Convertible Note tranche obligation | Initial recognition of tranche obligation upon issuance of 2021 Convertible Notes $ 48 Change in fair value 44 Extinguishment of tranche obligation (92 ) Balance as of December 31, 2021 $ — |
Balance Sheet Components (Table
Balance Sheet Components (Tables) - Blade Therapeutics, Inc. [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Components (Tables) [Line Items] | |
Schedule of property and equipment, net | December 31, 2020 2021 (in thousands) Computer equipment and software $ 247 $ 275 Lab equipment 1,462 1,468 Leasehold improvements 150 150 Furniture and fixtures 47 47 Property and equipment at cost 1,906 1,940 Less: accumulated depreciation (882 ) (1,162 ) Property and equipment, net $ 1,024 $ 778 |
Schedule of accrued expenses and other current liabilities | December 31, 2020 2021 (in thousands) Accrued employee related expenses $ 1,137 $ 1,370 Accrued clinical and research and development costs 2,117 2,762 Deferred rent, current portion 143 — Common stock warrant liability 630 3,135 Other accrued expenses 188 3,888 Total accrued expenses and other current liabilities $ 4,215 $ 11,155 |
Income Taxes (Tables)
Income Taxes (Tables) - Blade Therapeutics, Inc. [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes (Tables) [Line Items] | |
Schedule of loss before taxes | Year Ended December 31, 2020 2021 (in thousands) Domestic $ (34,482 ) $ (33,272 ) Foreign (1,530 ) (6,255 ) Total loss before provision for income tax $ (36,012 ) $ (39,527 ) |
Schedul of provision for income taxes | Year Ended December 31, 2020 2021 (in Current: Federal $ — $ — State 1 2 Foreign — — Provision for income taxes $ 1 $ 2 |
Schedule of deferred tax assets | December 31, 2020 2021 (in Deferred tax assets: Net operating loss carryforwards $ 22,265 $ 29,673 Research and development credits carryforwards 3,272 4,719 Accruals and other 765 698 Fixed assets — 145 Total deferred income tax assets 26,302 35,235 Less: valuation allowance (26,241 ) (35,235 ) Total deferred tax assets 61 — Deferred tax liabilities: Fixed assets (61 ) — Net deferred tax assets $ — $ — |
Term Loan Agreement (Tables)
Term Loan Agreement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Blade Therapeutics, Inc. [Member] | |
Term Loan Agreement (Tables) [Line Items] | |
Schedule of future principal payments under the term loan agreement | Amount (in thousands) 2022 $ 2,000 2023 1,422 Total $ 3,422 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) - Blade Therapeutics, Inc. [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Common Stock Warrants (Tables) [Line Items] | |
Schedule of warrants to purchase shares of the company’s common stock | Number of Shares Common stock warrant December 31, December 31, Issue Date Exercise Expiration Equity-classified 2015 convertible note 200,000 200,000 May 4, 2015 $ 0.01 May 4, 2025 Series A financing 900,000 900,000 July 6, 2015 $ 0.01 July 6, 2025 Term Loan Agreement Initial Warrant 152,926 152,926 March 8, 2019 $ 0.28 March 8, 2029 Term Loan Agreement Subsequent Warrant 183,510 183,510 December 16, 2019 $ 0.28 March 8, 2029 Total equity-classified 1,436,436 1,436,436 Liability-classified 2020 Convertible (1) 1,309,695 1,309,695 July 22, 2020 $ 0.01 July 22, 2030 2021 Convertible (1) — 3,044,223 May 25, 2021 $ 0.01 May 25, 2031 Total liability-classified 1,309,695 4,353,918 Total warrants 2,746,131 5,790,354 (1) At December 31, 2020 and 2021, the number of shares exercisable under the warrants issued in connection with the 2020 and 2021 Convertible Notes was subject to adjustment pending certain contingent events; however, the number of shares exercisable and the related valuations have been performed assuming that the number of shares exercisable is 50% of the Excess Amount (as defined below) funded by the holder for the 2020 warrants (150% of the Excess Amount for the 2021 warrants) divided by $1.141. |
Schedule of black-scholes option pricing model | Expected term (years) 9.19 – 10 Expected volatility 78.2% – 81.2% Risk-free interest rate 1.9% – 2.6% Dividend yield — |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Blade Therapeutics, Inc. [Member] | |
Convertible Preferred Stock (Tables) [Line Items] | |
Schedule of convertible preferred stock | December 31, 2020 Shares Authorized Shares Outstanding Price Per Share Liquidation Preference Proceeds, Net Issuance Cost (in thousands, except shares and original issue price) Series A 6,500,000 6,500,000 $ 1.00 $ 6,500 $ 6,341 Series B 43,000,000 40,369,153 $ 1.055 42,589 42,335 Series C 62,156,880 22,642,414 $ 1.141 25,835 25,596 Series C-1 22,000,000 13,533,123 $ 1.141 15,441 14,835 Total 133,656,880 83,044,690 $ 90,365 $ 89,107 December 31, 2021 Shares Authorized Shares Outstanding Price Per Share Liquidation Preference Proceeds, Net Issuance Cost (in thousands, except shares and original issue price) Series A 6,500,000 6,500,000 $ 1.00 $ 6,500 $ 6,341 Series B 43,000,000 40,369,153 $ 1.055 42,589 42,335 Series C 79,685,364 22,642,414 $ 1.141 25,835 25,596 Series C-1 22,000,000 13,533,123 $ 1.141 15,441 14,835 Total 151,185,364 83,044,690 $ 90,365 $ 89,107 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Blade Therapeutics, Inc. [Member] | |
Common Stock (Tables) [Line Items] | |
Schedule of common stock, on an as-converted basis for issuance | December 31, 2020 2021 Convertible preferred stock 83,044,690 83,044,690 Common stock options issued and outstanding under the Stock Option Plan 17,468,983 21,552,842 Convertible Notes 30,830,292 49,776,337 Remaining shares available for issuance under the Stock Option Plan 5,151,841 3,120,537 Warrants outstanding (1) 2,746,131 5,790,354 Total outstanding common stock and options and remaining shares available 139,241,937 163,284,760 |
Stock Option Plan (Tables)
Stock Option Plan (Tables) - Blade Therapeutics, Inc. [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Stock Option Plan (Tables) [Line Items] | |
Schedule of stock option plan exercised option | Weighted Average Shares Available for Grant Number of Options Outstanding Exercise Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2019 4,032,081 14,028,646 $ 0.26 8.85 $ 1,197 Shares authorized 5,000,000 — Granted (5,957,116 ) 5,957,116 0.47 Exercised — (473,594 ) 0.21 Forfeited 2,043,185 (2,043,185 ) 0.32 Repurchased 33,691 — 0.14 Outstanding at December 31, 2020 5,151,841 17,468,983 $ 0.33 7.76 $ 2,794 Shares authorized 4,200,000 Granted (7,980,914 ) 7,980,914 0.51 Exercised — (2,147,445 ) 0.23 Forfeited 1,749,610 (1,749,610 ) 0.31 Outstanding at December 31, 2021 3,120,537 21,552,842 $ 0.41 7.51 $ 3,073 Exercisable at December 31, 2021 9,000,500 $ 0.33 5.56 $ 2,008 |
Schedule of grant-date fair values of employee and non-employee stock options | Year Ended December 31, 2020 2021 Risk-free interest rate 0.35% – 1.42% 0.64% – 1.13% Weighted-average expected term (years) 5.93 – 6.07 5.85 – 6.08 Expected dividends — — Weighted-average expected volatility 80.54% – 84.21% 79.34% – 83.46% |
Schedule of stock-based compensation expense | Year Ended December 31, 2020 2021 (in thousands) Research and development $ 511 $ 377 General and administrative 394 1,019 Total stock-based compensation expense $ 905 $ 1,396 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) - Blade Therapeutics, Inc. [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Net Loss Per Share (Tables) [Line Items] | |
Schedule of basic and diluted loss per share | Year Ended 2020 2021 Numerator: Net loss attributable to common stockholders $ (36,013 ) $ (39,529 ) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 9,006,819 13,210,927 Net loss per share attributable to common stockholders, basic and diluted $ (4.00 ) $ (2.99 ) |
Schedule of diluted net loss per share attributable to common stockholders | December 31, 2020 2021 Convertible preferred stock 83,044,690 83,044,690 Outstanding stock options 17,468,983 21,552,842 Outstanding common stock warrants 336,436 336,436 Convertible promissory notes 29,384,943 48,795,210 Unvested early exercised stock awards 60,082 — Total 130,295,134 153,729,178 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Jan. 28, 2021 | Dec. 31, 2021 | Sep. 08, 2020 |
Description of Organization and Business Operations (Details) [Line Items] | |||
Share price per unit (in Dollars per share) | $ 10 | ||
Transaction costs | $ 13,114,249 | ||
Underwriting fees | 4,000,000 | ||
Deferred underwriting fees | 8,650,000 | ||
Other offering costs | $ 464,249 | ||
Assets held in the trust account, percentage | 80.00% | ||
Ownership percentage | 50.00% | ||
Trust account per share (in Dollars per share) | $ 10 | ||
Net tangible assets | $ 5,000,001 | ||
Aggregate percentage | 15.00% | ||
Redemption of public shares, percentage | 100.00% | ||
Outstanding public shares, percentage | 100.00% | ||
Dissolution expenses | $ 100,000 | ||
Aggregate value | $ 280,000,000 | ||
Outstanding voting securities, percentage | 50.00% | ||
Cash | $ 91,407 | ||
Working capital deficit | 14,349 | ||
Business Combination [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Net tangible assets | $ 5,000,001 | ||
Ordinary shares [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Share price (in Dollars per share) | $ 15 | ||
Additional ordinary shares (in Shares) | 3,500,000 | ||
IPO [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Issuance of shares (in Shares) | 23,000,000 | ||
Share price per unit (in Dollars per share) | $ 10 | $ 10 | |
Gross proceeds | $ 230,000,000 | ||
Net proceeds amount | $ 230,000,000 | ||
Share price (in Dollars per share) | $ 10 | ||
Over-Allotment Option [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Issuance of shares (in Shares) | 3,000,000 | ||
Additional ordinary shares (in Shares) | 750,000 | ||
Private Placement [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Issuance of shares (in Shares) | 24,300,000 | ||
Share price per unit (in Dollars per share) | $ 10 | ||
Gross proceeds | $ 6,000,000 | ||
Sale of warrants (in Shares) | 6,000,000 | ||
Warrant price per share (in Dollars per share) | $ 1 | ||
Subscription Arrangement [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Issuance of shares (in Shares) | 2,430,000 | ||
Share price per unit (in Dollars per share) | $ 0.0001 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Jan. 28, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Restricted cash | $ 91,407 | |||
Money market funds | 230,000,000 | |||
Offering costs | $ 13,114,249 | |||
Offering costs related to warrant liabilities | 520,319 | |||
Underwriters discount | 4,000,000 | |||
Deferred underwriters discount | 8,650,000 | |||
Other offering expenses | $ 464,249 | |||
Warrant liabilities | $ 520,319 | |||
Purchase of shares (in Shares) | 17,500,000 | |||
Federal depository insurance | $ 250,000 | |||
Blade Therapeutics, Inc. [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Restricted cash | $ 200,000 | |||
Deferred transaction costs | $ 1,500,000 | |||
Rate of net operating losses | 80.00% | |||
Income taxes, description | The carryover period for any net operating losses that are suspended under this provision will be extended. | |||
Research and development | $ 4,000,000 | |||
Minimum [Member] | Blade Therapeutics, Inc. [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Wages percent | 50.00% | |||
Wages limit | $ 10,000 | |||
Maximum [Member] | Blade Therapeutics, Inc. [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Wages percent | 70.00% | |||
Wages limit | $ 10,000 | |||
IPO [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Offering costs | $ 13,114,249 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of condensed balance sheet are reconciled | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of condensed balance sheet are reconciled [Abstract] | |
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 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per common share - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ (5,413,442) | |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 21,235,616 | |
Basic and diluted net income per ordinary share | $ (0.25) | |
Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ (1,451,139) | $ (5,000) |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 5,692,466 | 5,000,000 |
Basic and diluted net income per ordinary share | $ (0.25) |
Initial Public Offering (Detail
Initial Public Offering (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Initial Public Offering (Details) [Line Items] | |
Purchase price per share (in Dollars per share) | $ / shares | $ 10 |
Initial Public Offering [Member] | |
Initial Public Offering (Details) [Line Items] | |
Public offering, shares | 23,000,000 |
Initial public offering, description | Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share |
Over-Allotment Option [Member] | |
Initial Public Offering (Details) [Line Items] | |
Public offering, shares | 3,000,000 |
Private Placement (Details)
Private Placement (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Private placement warrant description | Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). |
Private Placement Warrants [Member] | |
Private Placement (Details) [Line Items] | |
Number of purchased shares | shares | 6,000,000 |
Warrant price per share | $ / shares | $ 1 |
Aggregate purchase price | $ | $ 6,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jan. 28, 2021 | Sep. 08, 2020 | Jan. 26, 2021 | Dec. 31, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | May 24, 2021 | Mar. 04, 2021 | Sep. 25, 2020 |
Related Party Transactions (Details) [Line Items] | ||||||||||
Percentage of issued and outstanding shares | 20.00% | |||||||||
Combination price per share (in Dollars per share) | $ 12 | |||||||||
Administrative and support services | $ 10,000 | |||||||||
Service fee | $ 110,000 | |||||||||
Aggregate principal amount | $ 300,000 | |||||||||
Outstanding amount | $ 130,410 | |||||||||
Reduce amount of promissory note | $ 155,410 | |||||||||
Promissory balance amount | $ 0 | |||||||||
Outstanding promissory note | 0 | |||||||||
Working capital loans | $ 1,500,000 | |||||||||
Sale of price per share (in Dollars per share) | $ 1 | |||||||||
Advance Rent | $ 870 | |||||||||
Blade Therapeutics, Inc. [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Founder shares are no longer subject to forfeiture (in Shares) | 4,200,000 | 5,000,000 | ||||||||
Aggregate principal amount | 12,200,000 | $ 13,400,000 | ||||||||
Service charged | 166,000 | 55,000 | ||||||||
Amounts payable related party | 5,000 | |||||||||
Related party transaction description | the Company entered into a consulting agreement with a firm to provide investor relations services through a consultant related to a member of the Company’s board of directors. The amounts incurred for the services were $0.1 million for the year ended December 31, 2020. These amounts are reflected as general and administrative expenses in the accompanying consolidated statement of operations and comprehensive loss. In August 2020, the Company provided 60-day termination notice to the investor relation firm and had no transactions with this related party following the termination date. There were no amounts payable to this related party as of December 31, 2020. | |||||||||
Cost incurred | 300,000 | |||||||||
Amounts payable | 100,000 | |||||||||
Convertible notes issued | 4,000,000 | |||||||||
Convertible Notes [Member] | Blade Therapeutics, Inc. [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Convertible notes issued | $ 1,400,000 | $ 400,000 | ||||||||
Founders [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Shares subject to forfeiture (in Shares) | 750,000 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Founder shares are no longer subject to forfeiture (in Shares) | 750,000 | |||||||||
Class B Ordinary Shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Offering and formation costs | $ 25,000 | |||||||||
Founder shares (in Shares) | 5,750,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Jul. 01, 2021USD ($) | Sep. 30, 2021 | Oct. 31, 2019USD ($)m² | Sep. 30, 2021 | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Nov. 08, 2021$ / shares |
Commitments and Contingencies (Details) [Line Items] | |||||||
Underwriting agreement description | The underwriters are entitled to a deferred fee of (i) 3.5% of the gross proceeds of the initial 20,000,000 Units sold in the Initial Public Offering, or $7,000,000, and (ii) 5.5% of the gross proceeds from the 3,000,000 Units sold pursuant to the underwriter’s full exercise of its IPO over-allotment option, representing a total deferred fee of $8,650,000. | ||||||
Incentive fee | $ 1,500,000 | ||||||
Incentive fee, percentage | 50.00% | ||||||
Placement agent fees, description | Pursuant to the terms of the Letter Agreement, the Company will pay the Placement Agents in the aggregate a cash fee equal to five percent (5%) of the gross proceeds received by the Company from the closing of the sale of the securities, with such fee allocated sixty-five percent (65%) to Barclays and thirty-five percent (35%) to Cantor. Notwithstanding the foregoing, in the event that any portion of the gross proceeds received by the Company from the sale of the securities is generated from investments by the existing shareholders. affiliates or related investment funds (“Target Existing Shareholder Investments”), the Company shall only pay the Placement Agents a fee equal to three percent (3%) of the gross proceeds of such Target Existing Shareholder Investments, with such fee allocated seventy-five percent (75%) to Barclays and twenty-five percent (25%) to Cantor. | ||||||
Blade Therapeutics, Inc. [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Common stock, per share (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Sublease agreement, description | the Company entered into a six-year non-cancelable operating lease for 24,351 square feet of lab and office space in South San Francisco, California, for a monthly rental of $0.1 million with annual escalations. The Company provided a letter of credit of $0.2 million to the landlord recorded as non-current restricted cash on the Company’s consolidated balance sheet. In October 2021, the Company extended this lease through May 2027. The lessor will continue to hold the $0.2 million security deposit provided by the Company at the onset of the original lease through the extended term. The express right to extend the lease was not renewed with this amendment. | ||||||
lease square feet (in Square Meters) | m² | 12,175 | ||||||
Rental fee | $ 54,000 | ||||||
Rent expense | $ 1,400,000 | $ 1,400,000 | |||||
Sublease income | 700,000 | 800,000 | |||||
Net rent expense | 700,000 | 600,000 | |||||
Deferred rent liability | 200,000 | $ 200,000 | |||||
Business Combination [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Contingent fees | $ 1,097,570 | ||||||
Common Stock [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Common stock, per share (in Dollars per share) | $ / shares | $ 12 | ||||||
Minimum [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Incentive fee | $ 300,000 | ||||||
Maximum [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Incentive fee | $ 1,500,000 |
Shareholders_ (DEFICIT) Equity
Shareholders’ (DEFICIT) Equity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shareholders’ (DEFICIT) Equity (Details) [Line Items] | ||
Preferred shares authorized | 5,000,000 | 5,000,000 |
Preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares issued or outstanding description | At December 31, 2021 and 2020, there were no preference shares issued or outstanding. | |
Class A Ordinary Shares [Member] | ||
Shareholders’ (DEFICIT) Equity (Details) [Line Items] | ||
Ordinary shares authorized | 500,000,000 | |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | |
Common shares, voting rights | one vote for each share | |
Ordinary shares issued and outstanding description | At December 31, 2021 and 2020, there were 23,000,000 and no shares of Class A ordinary shares issued and outstanding subject to possible redemption, which are presented as temporary equity, respectively. | |
Class B Ordinary Shares [Member] | ||
Shareholders’ (DEFICIT) Equity (Details) [Line Items] | ||
Ordinary shares authorized | 50,000,000 | 50,000,000 |
Common shares, voting rights | one vote for each share | |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares issued | 5,750,000 | 5,750,000 |
Ordinary shares outstanding | 5,750,000 | 5,750,000 |
Converted basis, percentage | 20.00% |
Warrants (Details)
Warrants (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants Disclosure [Abstract] | |
Public warrant expired term | five |
Warrants, description | • 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 last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like). |
Business combination description | 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, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 18, 2021 | Oct. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurements (Details) [Line Items] | ||||
Asset held in trust account | $ 230,021,238 | |||
Estimated fair value of the public warrants | $ 6,900,000 | |||
Blade Therapeutics, Inc. [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Settlement date fair value | $ 3,100,000 | |||
Fair value gain on remeasurement | 200,000 | |||
Aggregate cash payment | 43,000,000 | |||
Issuance of fair value | 20,000,000 | |||
Issuance of change in fair value | 2,500,000 | $ 2,700,000 | ||
Fair value adjustment of warrants | 1,600,000 | 600,000 | ||
Convertible notes | 4,000,000 | |||
Common unit issuance | 48,000,000 | |||
Additional convertible notes | 4,000,000 | |||
Fair value extinguishment | $ 100,000 | |||
Convertible Notes [Member] | Blade Therapeutics, Inc. [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Issuance of fair value | $ 20,700,000 | |||
Series C-1 Convertible Preferred Stock [Member] | Blade Therapeutics, Inc. [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Shares issued | $ 3,033,231 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis | Dec. 31, 2021USD ($) |
Level 1 [Member] | |
Assets: | |
Marketable securities held in Trust Account | $ 230,021,238 |
Liabilities: | |
Warrant liability – Public Warrants | 7,585,400 |
Level 3 [Member] | |
Liabilities: | |
Warrant liability – Private Placement Warrants | $ 10,920,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of binomial lattice model for warrants - $ / shares | 1 Months Ended | 12 Months Ended |
Jan. 28, 2021 | Dec. 31, 2021 | |
(Initial Measurement) Public Warrants [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Market price of public shares | $ 9.61 | |
Risk-free rate | 1.00% | |
Dividend yield | 0.00% | |
Exercise price | $ 11.5 | |
Effective expiration date | Jun. 12, 2026 | |
One-touch hurdle | $ 18.13 | |
(Initial Measurement) Private Warrants [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Market price of public shares | $ 9.61 | |
Risk-free rate | 1.00% | |
Dividend yield | 0.00% | |
Exercise price | $ 11.5 | |
Effective expiration date | Jun. 12, 2026 | |
One-touch hurdle | ||
Private Warrants [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Market price of public shares | $ 9.84 | |
Risk-free rate | 1.23% | |
Dividend yield | 0.00% | |
Exercise price | $ 11.5 | |
Effective expiration date | Oct. 29, 2026 | |
One-touch hurdle |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Private Placement [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Initial measurement on January 28, 2021 | $ 4,740,000 |
Change in fair value | 6,180,000 |
Transfer to Level 1 | |
Fair value as of December 31, 2021 | 10,920,000 |
Public [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Initial measurement on January 28, 2021 | 8,970,000 |
Change in fair value | (2,070,000) |
Transfer to Level 1 | (6,900,000) |
Fair value as of December 31, 2021 | |
Warrant Liabilities [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Initial measurement on January 28, 2021 | 13,710,000 |
Change in fair value | 4,110,000 |
Transfer to Level 1 | (6,900,000) |
Fair value as of December 31, 2021 | $ 10,920,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Feb. 02, 2022 | Feb. 28, 2022 | Jan. 20, 2022 |
Subsequent Events (Details) [Line Items] | |||
Sponsor agreed prior payments | $ 110,000 | ||
Sponsor agreed to provide loans | $ 650,000 | ||
Warrants price per warrants (in Dollars per share) | $ 1 | ||
Blade Therapeutics, Inc. [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Convertible notes, description | the Company and its Australian Subsidiary entered into a note and warrant purchase agreement, primarily with existing investors, for the issuance of convertible notes (the “2022 Convertible Notes”) and common stock warrants for an aggregate principal amount of $6.8 million, of which $5.3 million represented convertible notes issued by the Company and $1.5 million represented convertible deed polls issued by its Australian Subsidiary. The entire principal of the notes is denominated in US dollars with a fixed accrued interest rate of 7% per annum. The 2022 Convertible Notes mature in November 2022. | ||
Combination amount | $ 50,000,000 | ||
Issued and outstanding shares, percentage | 64.00% | ||
Conversion price | 80.00% | ||
Outstanding amount | $ 1.141 | ||
Preferred Stock (in Shares) | 2,983,058 | ||
Warrants. description | The warrants are fully exercisable as of issuance and remain exercisable for a 10-year term at an exercise price of $0.01 per share. The number of shares of common stock for which a warrant is exercisable is variable, equal to an amount determined by dividing 150% of the Excess Amount funded by the holder by the lower of (a) the lowest per share price of the securities issued in a Qualified Financing as defined in the 2022 Convertible Notes agreement or (b) $1.141 | ||
Subsequent event, description | The 2022 Convertible Notes include a right for the Company to borrow an additional $3.9 million from the 2022 Convertible Notes investors in subsequent closings under the same terms of the initial 2022 Convertible Notes issued. Warrants to purchase shares 3,411,622 of the Company’s common stock are issuable upon the second closing. The subsequent closings must occur within 30 days of the initial closing or a later period as determined by the Company’s board of directors. | ||
Principal amount | $ 4,400,000 | ||
Warrants to purchase common stock (in Shares) | 1,927,087 | ||
Maturity date | Nov. 11, 2022 | ||
Common Stock [Member] | Blade Therapeutics, Inc. [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Per share (in Dollars per share) | $ 3 | ||
Series C Preferred Stock [Member] | Blade Therapeutics, Inc. [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Outstanding amount | $ 1.141 |
The Company (Details)
The Company (Details) - Blade Therapeutics, Inc. [Member] $ / shares in Units, $ in Millions | Nov. 08, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Feb. 28, 2022USD ($) |
The Company (Details) [Line Items] | |||
Shares issued (in Shares) | shares | 2,430,000 | ||
Purchase price per share (in Dollars per share) | $ / shares | $ 10 | ||
Aggregate gross proceeds | $ 24.3 | ||
Additional shares issued (in Shares) | shares | 3,500,000 | ||
Common stock effective date | 5 years | ||
Price per share (in Dollars per share) | $ / shares | $ 15 | ||
Due after the date of financial statements issued | 1 year | ||
Accumulated deficit | $ 174.8 | ||
Cash and cash equivalents | 2.3 | ||
Negative working capital | 68.2 | ||
Negative cash flows from operations | $ 27.3 | ||
Liquidity and Going Concern [Member] | |||
The Company (Details) [Line Items] | |||
Due after the date of financial statements issued | 1 year | ||
Senior Convertible Promissory Notes [Member] | Subsequent Event [Member] | |||
The Company (Details) [Line Items] | |||
Convertible promissory notes | $ 6.8 | ||
Minimum [Member] | |||
The Company (Details) [Line Items] | |||
Trading days | 20 | ||
Maximum [Member] | |||
The Company (Details) [Line Items] | |||
Trading days | 30 | ||
Common Stock [Member] | |||
The Company (Details) [Line Items] | |||
Aggregate value equal | $ 280 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment are stated at cost, subject to adjustments for impairments, less accumulated depreciation and amortization - Blade Therapeutics, Inc. [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Computer hardware and software [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful life | Three to five years |
Manufacturing and laboratory equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful life | Seven years |
Office furniture and fixtures [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful life | Seven years |
Leasehold improvements [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful life | Remaining lease term |
Fair Value Measurement (Details
Fair Value Measurement (Details) - Schedule of financial assets and liabilities measured and recognized at fair value - Blade Therapeutics, Inc. [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and cash equivalents | ||
Money market funds | $ 1,972 | $ 1,613 |
Total financial assets | 1,972 | 1,613 |
Liabilities: | ||
Contingent Consideration | 7,011 | 6,432 |
Convertible Notes at fair value | 46,360 | 23,410 |
Warrant Liability | 3,135 | 630 |
Total financial liabilities | 56,506 | 30,472 |
Fair Value, Inputs, Level 1 [Member] | ||
Cash and cash equivalents | ||
Money market funds | 1,972 | 1,613 |
Total financial assets | 1,972 | 1,613 |
Liabilities: | ||
Contingent Consideration | ||
Convertible Notes at fair value | ||
Warrant Liability | ||
Total financial liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Cash and cash equivalents | ||
Money market funds | ||
Total financial assets | ||
Liabilities: | ||
Contingent Consideration | ||
Convertible Notes at fair value | ||
Warrant Liability | ||
Total financial liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Cash and cash equivalents | ||
Money market funds | ||
Total financial assets | ||
Liabilities: | ||
Contingent Consideration | 7,011 | 6,432 |
Convertible Notes at fair value | 46,360 | 23,410 |
Warrant Liability | 3,135 | 630 |
Total financial liabilities | $ 56,506 | $ 30,472 |
Fair Value Measurement (Detai_2
Fair Value Measurement (Details) - Schedule of changes in the fair value of the indemnification holdback - Blade Therapeutics, Inc. [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Fair Value Measurement (Details) - Schedule of changes in the fair value of the indemnification holdback [Line Items] | |
Indemnification holdback, beginning balance | $ 3,389 |
Payment of qualifying indemnification expenses | (63) |
Change in fair value | $ (220) |
Settlement in Series C-1 convertible preferred stock (in Shares) | shares | (3,063) |
Settlement in cash | $ (43) |
Indemnification holdback, ending balance |
Fair Value Measurement (Detai_3
Fair Value Measurement (Details) - Schedule of changes in the fair value of the contingent consideration - Blade Therapeutics, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurement (Details) - Schedule of changes in the fair value of the contingent consideration [Line Items] | ||
Beginning balance | $ 6,432 | $ 5,394 |
Change in fair value | 579 | 1,038 |
Ending balance | $ 7,011 | $ 6,432 |
Fair Value Measurement (Detai_4
Fair Value Measurement (Details) - Schedule of provides the changes in the fair value of the convertible notes - Blade Therapeutics, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurement (Details) - Schedule of provides the changes in the fair value of the convertible notes [Line Items] | ||
Beginning balance | $ 23,410 | |
Proceeds from issuance 2021 convertible notes and warrants | 20,000 | |
Proceeds allocated to 2021 common stock warrants and tranche obligation at fair value | (1,692) | |
Proceeds from issuance 2020 convertible notes and warrants | 20,716 | |
Proceeds allocated to 2020 common stock warrants at fair value | (630) | |
Interest expense accrued | 2,145 | 647 |
Change in fair value of convertible notes | 2,497 | 2,677 |
Ending balance | $ 46,360 | $ 23,410 |
Fair Value Measurement (Detai_5
Fair Value Measurement (Details) - Schedule of assumptions used for the valuation of the warrants | 12 Months Ended |
Dec. 31, 2021 | |
Minimum [Member] | Blade Therapeutics, Inc. [Member] | |
Fair Value Measurement (Details) - Schedule of assumptions used for the valuation of the warrants [Line Items] | |
Dividend yield | |
Tranche obligation [Member] | |
Fair Value Measurement (Details) - Schedule of assumptions used for the valuation of the warrants [Line Items] | |
Risk-free interest rate | 0.05% |
Tranche obligation [Member] | Minimum [Member] | Blade Therapeutics, Inc. [Member] | |
Fair Value Measurement (Details) - Schedule of assumptions used for the valuation of the warrants [Line Items] | |
Risk-free interest rate | 0.02% |
Weighted-average expected term (years) | 3 months |
Weighted-average expected volatility | 25.00% |
Fair Value Measurement (Detai_6
Fair Value Measurement (Details) - Schedule of change in fair value of the 2020 and 2021 Warrants - Blade Therapeutics, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurement (Details) - Schedule of change in fair value of the 2020 and 2021 Warrants [Line Items] | ||
Beginning balance | $ 630 | |
Issuance of warrants | 1,644 | 630 |
Change in fair value of the 2020 and 2021 Warrants | 861 | |
Ending balance | $ 3,135 | $ 630 |
Fair Value Measurement (Detai_7
Fair Value Measurement (Details) - Schedule of change in fair value of the 2021 Convertible Note tranche obligation - Blade Therapeutics, Inc. [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial recognition of tranche obligation upon issuance of 2021 Convertible Notes | $ 48 |
Change in fair value | 44 |
Extinguishment of tranche obligation | (92) |
Ending balance |
Balance Sheet Components (Detai
Balance Sheet Components (Details) - Blade Therapeutics, Inc. [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Balance Sheet Components (Details) [Line Items] | ||
Depreciation expanse | $ 0.3 | $ 0.3 |
Accrued expenses | 3.3 | |
Recognized an expense | $ 1.9 |
Balance Sheet Components (Det_2
Balance Sheet Components (Details) - Schedule of property and equipment, net - Blade Therapeutics, Inc. [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Computer equipment and software | $ 275 | $ 247 |
Lab equipment | 1,468 | 1,462 |
Leasehold improvements | 150 | 150 |
Furniture and fixtures | 47 | 47 |
Property and equipment at cost | 1,940 | 1,906 |
Less: accumulated depreciation | (1,162) | (882) |
Property and equipment, net | $ 778 | $ 1,024 |
Balance Sheet Components (Det_3
Balance Sheet Components (Details) - Schedule of accrued expenses and other current liabilities - Blade Therapeutics, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Balance Sheet Components (Details) - Schedule of accrued expenses and other current liabilities [Line Items] | ||
Accrued employee related expenses | $ 1,370 | $ 1,137 |
Accrued clinical and research and development costs | 2,762 | 2,117 |
Deferred rent, current portion | 143 | |
Common stock warrant liability | 3,135 | 630 |
Other accrued expenses | 3,888 | 188 |
Total accrued expenses and other current liabilities | $ 11,155 | $ 4,215 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of future minimum facility lease payments - Blade Therapeutics, Inc. [Member] $ in Thousands | Dec. 31, 2021USD ($) |
Operating Lease [Member] | |
Commitments and Contingencies (Details) - Schedule of future minimum facility lease payments [Line Items] | |
2022 | $ 1,687 |
2023 | 1,864 |
2024 | 1,929 |
2025 | 1,996 |
Thereafter | 2,939 |
Total minimum lease payments | 10,415 |
Sublease [Member] | |
Commitments and Contingencies (Details) - Schedule of future minimum facility lease payments [Line Items] | |
2022 | (291) |
2023 | |
2024 | |
2025 | |
Thereafter | |
Total minimum lease payments | (291) |
Net Operating Lease [Member] | |
Commitments and Contingencies (Details) - Schedule of future minimum facility lease payments [Line Items] | |
2022 | 1,396 |
2023 | 1,864 |
2024 | 1,929 |
2025 | 1,996 |
Thereafter | 2,939 |
Total minimum lease payments | $ 10,124 |
Income Taxes (Details)
Income Taxes (Details) - Blade Therapeutics, Inc. [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes (Details) [Line Items] | ||
Net operating loss carryforwards | $ 0.2 | |
Expire year | 2035 | |
Valuation allowance | $ 9 | $ 8.2 |
Description of ownership change | (generally defined as a greater than 50 percentage points change (by value) in the ownership of its equity over a rolling three-year period) | |
Unrecognized tax benefits | $ 1.8 | |
Federal [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss carryforwards | $ 126.6 | |
Expire year | 2035 | |
Research and development credit carryforwards | $ 4.6 | |
Unrecognized tax benefits comprised | 1.3 | |
California [Member] | ||
Income Taxes (Details) [Line Items] | ||
Unrecognized tax benefits comprised | 0.5 | |
California [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss carryforwards | 16.3 | |
Research and development credit carryforwards | $ 2.2 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of loss before taxes - Blade Therapeutics, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes (Details) - Schedule of loss before taxes [Line Items] | ||
Domestic | $ (33,272) | $ (34,482) |
Foreign | (6,255) | (1,530) |
Total loss before provision for income tax | $ (39,527) | $ (36,012) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedul of provision for income taxes - Blade Therapeutics, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | ||
State | 2 | 1 |
Foreign | ||
Provision for income taxes | $ 2 | $ 1 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of deferred tax assets - Blade Therapeutics, Inc. [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 29,673 | $ 22,265 |
Research and development credits carryforwards | 4,719 | 3,272 |
Accruals and other | 698 | 765 |
Fixed assets | 145 | |
Total deferred income tax assets | 35,235 | 26,302 |
Less: valuation allowance | (35,235) | (26,241) |
Total deferred tax assets | 61 | |
Deferred tax liabilities: | ||
Fixed assets | (61) | |
Net deferred tax assets |
Term Loan Agreement (Details)
Term Loan Agreement (Details) - Blade Therapeutics, Inc. [Member] - USD ($) | Feb. 01, 2020 | Dec. 16, 2019 | Mar. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
Term Loan Agreement (Details) [Line Items] | |||||||
Cash tranches | $ 6,000,000 | ||||||
Borrowed amount | $ 6,000,000 | ||||||
Term loan agreement interest rate, description | The Term Loan Agreement provides for an interest rate equal to the greater of (i) Prime Rate or (ii) 5.25%. In an event of default, the then-effective interest rate will increase by a maximum of 5%. The Loan Agreement also provides for a final interest payment equal to 4.25% of the original principal amount of all advances made by the Lender (the “Final Payment”), which is due upon maturity or upon prepayment of the facility. The final payment will be accrued using the effective interest method over the term of the Loan Agreement. The Company has the option to prepay the outstanding principal balance, subject to a prepayment fee of 1% to 3% depending upon when the prepayment occurs. | ||||||
Unused line fee | $ 100,000 | ||||||
Company incurred loan issuance costs | $ 100,000 | ||||||
Unamortized debt discount | $ 52,000 | ||||||
Term loan agreement, description | In April 2020, the Company entered into an amendment to the Term Loan Agreement to defer principal but not interest payments, for a six-month period beginning on May 1, 2020 and to extend the term by six months to July 1, 2023. | ||||||
Unamortized debt issuance cost, description | the current balance of debt, net of unamortized debt issuance cost of $29,000 and $11,000, respectively, was $5.2 million and $3.3 million, respectively. | the current balance of debt, net of unamortized debt issuance cost of $29,000 and $11,000, respectively, was $5.2 million and $3.3 million, respectively. | |||||
Interest expense | $ 300,000 | $ 300,000 | |||||
Amortization debt discount | $ 18,000 | $ 23,000 | |||||
Minimum [Member] | |||||||
Term Loan Agreement (Details) [Line Items] | |||||||
Fair value issuance | 35,000 | ||||||
Maximum [Member] | |||||||
Term Loan Agreement (Details) [Line Items] | |||||||
Fair value issuance | $ 52,000 | ||||||
Term Loan Agreement [Member] | |||||||
Term Loan Agreement (Details) [Line Items] | |||||||
Cash tranches | $ 12,000,000 |
Term Loan Agreement (Details) -
Term Loan Agreement (Details) - Schedule of future principal payments under the term loan agreement - Blade Therapeutics, Inc. [Member] $ in Thousands | Dec. 31, 2021USD ($) |
Term Loan Agreement (Details) - Schedule of future principal payments under the term loan agreement [Line Items] | |
2022 | $ 2,000 |
2023 | 1,422 |
Total | $ 3,422 |
Convertible Notes (Details)
Convertible Notes (Details) - Blade Therapeutics, Inc. [Member] - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jun. 30, 2021 | Jul. 31, 2020 | Feb. 28, 2019 | Jan. 31, 2019 | Nov. 30, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | |
Convertible Notes (Details) [Line Items] | |||||||
Received proceeds | $ 8,200,000 | ||||||
Gross proceeds | $ 5,200,000 | $ 1,800,000 | |||||
Issued to convertible note | 2,200,000 | $ 1,800,000 | |||||
Incurred issuance costs | $ 100,000 | ||||||
Interest expense | 10,000 | ||||||
Unamortized debt discount on convertible notes | $ 100,000 | ||||||
Convertible note description | the Company and its Australian Subsidiary entered into a note and warrant purchase agreement, primarily with existing investors, for the issuance of convertible notes (the “2021 Convertible Notes”) and common stock warrants for an aggregate principal amount of $16.0 million of which $13.6 million represented convertible notes issued by the Company and $2.4 million represented convertible deed polls issued by its Australian Subsidiary. The entire principal of the notes is denominated in US dollars with a fixed accrued interest rate of 7% per annum. The 2021 Convertible Notes were originally issued with a maturity date within one year from issuance. The Company amended the 2021 Convertible Notes in February 2022 to extend the maturity to November 2022. In conjunction with the issuance of the 2021 Convertible Notes, the Company amended and restated its articles of incorporation to increase shares authorized for issuance of its convertible preferred stock to 151,185,364 and shares authorized for issuance of its common stock to 178,329,409.Any shares of convertible preferred stock held by an investor that did not purchase their allocated pro rata amount of convertible notes would be automatically converted into common stock on a five-to-one basis. All then outstanding convertible preferred stock investors participated in the financing, thereby not triggering the punitive conversion.The 2021 Convertible Notes are subject to automatic conversion upon (a) the next Qualified Financing; (b) upon consummation of: (i) a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933 covering the offer and sale of the Company’s common stock in a Qualified IPO (ii) a business combination transaction involving the Company and a SPAC in which, the anticipated pro forma cash and cash equivalents of the SPAC immediately after the combination is at least $50.0 million, net of expenses and SPAC redemptions, or the aggregate consideration received in respect of each share of common stock is at least $3.00 per share (subject to appropriate adjustment for any stock dividend, stick split, combination or other similar recapitalization with respect to the Common Stock) and has been approved by each of the Series C Preferred Directors (collectively, a “Qualified SPAC Transaction”); or (iii) upon Blade’s receipt of a request for such conversion of all issued and outstanding shares of Blade’s convertible preferred stock into common stock from the holders of at least 64% of all shares of issued and outstanding shares of Blade preferred stock, including the holders of at least a majority of Blade’s Series C preferred stock. These three conversion events are defined collectively and individually as an “Automatic Conversion Event;” or (c) a Change in Control Conversion. | the Company and its Australian Subsidiary entered into a note and warrant purchase agreement with new and existing investors for the issuance of convertible notes (the “2020 Convertible Notes”) and common stock warrants (See Note 10 — Common Stock Warrants) for an aggregate principal amount of $20.7 million. Of the $20.7 million cash proceeds raised, $17.6 million represented convertible notes issued by the Company and $3.1 million issued by the Australian Subsidiary. The entire principal of the Notes is denominated in US dollars with a fixed accrued interest rate of 7% per annum. The 2020 Convertible Notes were originally issued with a maturity within one year from issuance and amended in May 2021, to extend the maturity to February 2022. The Company amended the 2020 Convertible Notes in February 2022 to extend the maturity to November 2022. The amendment was accounted for as a modification under ASC 470-50. No additional issuance costs were incurred with the amendment. The 2020 Convertible Notes are convertible, in aggregate, into a maximum of 20,168,593 shares of the Series C convertible preferred stock. Any shares of convertible preferred stock held by an investor that did not purchase their allocated pro rata amount of convertible notes would be automatically converted into common stock on a five-to-one basis. As such, In August 2020, 2,369,669 shares of the Company’s Series B convertible preferred stock held by a non-participating investor were automatically converted into 473,935 shares of common stock.The 2020 Convertible Notes are subject to automatic conversion upon (a) the next “Qualified Financing,” whereby the Company issues its preferred equity securities and raises aggregate gross proceeds of at least $20.0 million (“Conversion upon a Qualified Financing”); or (b) upon a change in control whereby the Company is acquired by another entity or disposes of substantially all its assets upon sale, lease, liquidation, dissolution or winding up, whether voluntary or involuntary (“Conversion upon Change in Control”). The 2020 Convertible Notes are also subject to settlement by way of voluntary conversion on or after maturity upon the request of the holders of the 2020 Convertible Notes (“Maturity Conversion”).In the event of a Conversion upon a Qualified Financing, the balance of the Outstanding Amount will be converted into the amount of equity securities sold by the Company in the Qualified Financing, as determined by dividing the outstanding amount by the conversion price equal to 80% of the lowest price per share of the securities sold by the Company in the Qualified Financing.In the event of a Change in Control Conversion, immediately prior to the consummation of such a Change in Control, the outstanding amount of 2020 Convertible Notes shall be converted into the greater of (i) the number of the Company’s Series C convertible preferred stock calculated by dividing the outstanding amount by $1.141 or (ii) the number of shares of the Company’s common stock issuable upon the conversion of shares of Series C convertible preferred stock issuable upon the conversion the 2020 Convertible Notes.In the event of a Maturity Conversion, the outstanding amount of the 2020 Convertible Notes shall be paid out in cash or converted into an amount of Series C convertible preferred stock computed by dividing the outstanding amount by $1.141 at the option of the holder.Due to the various conversion and settlement features embedded within the 2020 Convertible Notes, the Company elected to account for the notes under the fair value option. As such, the 2020 Convertible Notes and associated warrants were initially recognized at their determined fair value of $20.7 million on the date of issuance (See Note 3 — Fair Value).Consistent with accounting requirements of the fair value option election, the Company expensed $0.3 million of issuance costs incurred related to the 2020 Convertible Notes in other income (expense), net in the consolidated statements of operations and comprehensive loss as incurred for the year ended December 31, 2020.The Company recognized accrued interest expense of $0.6 million and $1.5 million related to the 2020 Convertible Notes for the years ended December 31, 2020 and 2021, respectively, in interest expense, net in the consolidated statements of operations and comprehensive loss. At December 31, 2020 and 2021, no accrued interest on any of the 2020 Convertible Notes was paid.The Company recognized a loss of $2.7 million and a gain of $0.6 million from the change in fair value of the 2020 Convertible Notes for the years ended December 31, 2020 and 2021, respectively.2021 Convertible NotesIn May and June 2021, the Company and its Australian Subsidiary entered into a note and warrant purchase agreement, primarily with existing investors, for the issuance of convertible notes (the “2021 Convertible Notes”) and common stock warrants for an aggregate principal amount of $16.0 million of which $13.6 million represented convertible notes issued by the Company and $2.4 million represented convertible deed polls issued by its Australian Subsidiary. The entire principal of the notes is denominated in US dollars with a fixed accrued interest rate of 7% per annum. The 2021 Convertible Notes were originally issued with a maturity date within one year from issuance. The Company amended the 2021 Convertible Notes in February 2022 to extend the maturity to November 2022. In conjunction with the issuance of the 2021 Convertible Notes, the Company amended and restated its articles of incorporation to increase shares authorized for issuance of its convertible preferred stock to 151,185,364 and shares authorized for issuance of its common stock to 178,329,409.Any shares of convertible preferred stock held by an investor that did not purchase their allocated pro rata amount of convertible notes would be automatically converted into common stock on a five-to-one basis. | The convertible notes are automatically convertible upon (a) liquidation or winding up of the Company; (b) a greater than 50% change in control; (c) a sale of substantially all of the Company’s assets; or (d) sales or exclusive license of all or substantially all of the Company’s intellectual property into conversion securities 12 months after the issuance date. | ||||
Purchase price (in Dollars per share) | $ 1.141 | ||||||
Convertible notes will convert into shares (in Shares) | 10,661,699 | ||||||
Aggregate gross proceeds | $ 20,000,000 | ||||||
Conversion price rate | 80.00% | 80.00% | |||||
Outstanding amount | $ 1.141 | $ 1.141 | |||||
Fair value | 20,700,000 | ||||||
Issuance costs | 300,000 | ||||||
Accrued interest expense | 1,500,000 | 600,000 | |||||
Recognized gain (loss) | 2,700,000 | 600,000 | |||||
Additional convertible note amount | 4,000,000 | ||||||
Convertible note tranche obligation | 4,000,000 | ||||||
Determined fair value | 16,000,000 | ||||||
Expensed of issuance costs incurred | 300,000 | ||||||
Accrued interest expense | 700,000 | ||||||
Issuance of change in fair value | $ 3,100,000 | ||||||
Series C Convertible Preferred Stock [Member] | |||||||
Convertible Notes (Details) [Line Items] | |||||||
Issued to convertible note | $ 3,000,000 | ||||||
Maturity date | 12 months | ||||||
Outstanding amount | $ 1.141 | $ 1.141 |
Common Stock Warrants (Details)
Common Stock Warrants (Details) - Blade Therapeutics, Inc. [Member] - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Common Stock Warrants (Details) [Line Items] | ||||
Exercisable warrants description | At December 31, 2020 and 2021, the number of shares exercisable under the warrants issued in connection with the 2020 and 2021 Convertible Notes was subject to adjustment pending certain contingent events; however, the number of shares exercisable and the related valuations have been performed assuming that the number of shares exercisable is 50% of the Excess Amount (as defined below) funded by the holder for the 2020 warrants (150% of the Excess Amount for the 2021 warrants) divided by $1.141. | |||
Warrants to purchase shares (in Shares) | 2 | |||
Fair value of the initial warrant | $ 35,000 | |||
Cash | $ 6,000,000 | |||
Additional warrants (in Shares) | 183,510 | |||
Fair value of warrants | $ 52,000 | |||
Exercisable term | 10 years | |||
Warrant exercisable per share (in Dollars per share) | $ 0.01 | |||
Shares exercisable percentage | 150.00% | |||
Securities issued amount | $ 1.141 | |||
Minimum [Member] | ||||
Common Stock Warrants (Details) [Line Items] | ||||
Fair value of warrants | 300,000 | |||
Maximum [Member] | ||||
Common Stock Warrants (Details) [Line Items] | ||||
Fair value of warrants | $ 600,000 | |||
Warrant [Member] | ||||
Common Stock Warrants (Details) [Line Items] | ||||
Exercisable term | 10 years | |||
Warrant exercisable per share (in Dollars per share) | $ 0.01 | |||
Shares exercisable percentage | 50.00% | |||
Securities issued amount | $ 1.141 |
Common Stock Warrants (Detail_2
Common Stock Warrants (Details) - Schedule of warrants to purchase shares of the company’s common stock - Blade Therapeutics, Inc. [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
2020 Convertible Notes [Member] | |||
Equity-classified | |||
Number of Shares Outstanding and exercisable | [1] | 1,309,695 | 1,309,695 |
Issue Date | [1] | Jul. 22, 2020 | |
Exercise Price (in Dollars per share) | [1] | $ 0.01 | |
Expiration Date | [1] | Jul. 22, 2030 | |
2021 Convertible Notes [Member] | |||
Equity-classified | |||
Number of Shares Outstanding and exercisable | [1] | 3,044,223 | |
Issue Date | [1] | May 25, 2021 | |
Exercise Price (in Dollars per share) | [1] | $ 0.01 | |
Expiration Date | [1] | May 25, 2031 | |
Total liability-classified [Member] | |||
Equity-classified | |||
Number of Shares Outstanding and exercisable | 4,353,918 | 1,309,695 | |
Total warrants [Member] | |||
Equity-classified | |||
Number of Shares Outstanding and exercisable | 5,790,354 | 2,746,131 | |
2015 Convertible Note [Member] | |||
Equity-classified | |||
Number of Shares Outstanding and exercisable | 200,000 | 200,000 | |
Issue Date | May 4, 2015 | ||
Exercise Price (in Dollars per share) | $ 0.01 | ||
Expiration Date | May 4, 2025 | ||
Series A financing [Member] | |||
Equity-classified | |||
Number of Shares Outstanding and exercisable | 900,000 | 900,000 | |
Issue Date | Jul. 6, 2015 | ||
Exercise Price (in Dollars per share) | $ 0.01 | ||
Expiration Date | Jul. 6, 2025 | ||
Term loan agreement initial warrant [Member] | |||
Equity-classified | |||
Number of Shares Outstanding and exercisable | 152,926 | 152,926 | |
Issue Date | Mar. 8, 2019 | ||
Exercise Price (in Dollars per share) | $ 0.28 | ||
Expiration Date | Mar. 8, 2029 | ||
Term loan agreement subsequent warrant [Member] | |||
Equity-classified | |||
Number of Shares Outstanding and exercisable | 183,510 | 183,510 | |
Issue Date | Dec. 16, 2019 | ||
Exercise Price (in Dollars per share) | $ 0.28 | ||
Expiration Date | Mar. 8, 2029 | ||
Total Equity-Classified [Member] | |||
Equity-classified | |||
Number of Shares Outstanding and exercisable | 1,436,436 | 1,436,436 | |
[1] | At December 31, 2020 and 2021, the number of shares exercisable under the warrants issued in connection with the 2020 and 2021 Convertible Notes was subject to adjustment pending certain contingent events; however, the number of shares exercisable and the related valuations have been performed assuming that the number of shares exercisable is 50% of the Excess Amount (as defined below) funded by the holder for the 2020 warrants (150% of the Excess Amount for the 2021 warrants) divided by $1.141. |
Common Stock Warrants (Detail_3
Common Stock Warrants (Details) - Schedule of black-scholes option pricing model - Warrant [Member] - Blade Therapeutics, Inc. [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Common Stock Warrants (Details) - Schedule of black-scholes option pricing model [Line Items] | |
Dividend yield | |
Minimum [Member] | |
Common Stock Warrants (Details) - Schedule of black-scholes option pricing model [Line Items] | |
Expected term (years) | 9 years 2 months 8 days |
Expected volatility | 78.20% |
Risk-free interest rate | 1.90% |
Maximum [Member] | |
Common Stock Warrants (Details) - Schedule of black-scholes option pricing model [Line Items] | |
Expected term (years) | 10 years |
Expected volatility | 81.20% |
Risk-free interest rate | 2.60% |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) - Blade Therapeutics, Inc. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Convertible Preferred Stock (Details) [Line Items] | ||
Implement reorganization of voting power, percentage | 50.00% | |
Indebtedness | $ 1,000,000 | |
Per share (in Dollars per share) | $ 1.141 | |
Percentage of liquidation | 50.00% | |
Conversion of price per share (in Shares) | 49,776,337 | 30,830,292 |
Offering price per share (in Dollars per share) | $ 3 | |
Aggregate gross proceeds | $ 40,000,000 | |
Initial business combination | $ 50,000,000 | |
Business Combination [Member] | ||
Convertible Preferred Stock (Details) [Line Items] | ||
Voting power, percentage | 50.00% | |
Common Stock [Member] | ||
Convertible Preferred Stock (Details) [Line Items] | ||
Per share (in Dollars per share) | $ 3 | |
Convertible Preferred Stock Series A [Member] | ||
Convertible Preferred Stock (Details) [Line Items] | ||
Noncumulative cash dividends | $ 0.09 | |
Per share (in Dollars per share) | $ 1 | |
Conversion of price per share (in Shares) | 1 | |
Convertible Preferred Stock Series A [Member] | Common Stock [Member] | ||
Convertible Preferred Stock (Details) [Line Items] | ||
Per share (in Dollars per share) | $ 1.055 | |
Convertible Preferred Stock Series B [Member] | ||
Convertible Preferred Stock (Details) [Line Items] | ||
Noncumulative cash dividends | $ 0.07 | |
Conversion of price per share (in Shares) | 1.055 | |
Convertible Preferred Stock Series C [Member] | ||
Convertible Preferred Stock (Details) [Line Items] | ||
Noncumulative cash dividends | $ 0.1 | |
Conversion of price per share (in Shares) | 1.141 | |
Series C-1 Convertible Preferred Stock [Member] | ||
Convertible Preferred Stock (Details) [Line Items] | ||
Noncumulative cash dividends | $ 0.1 | |
Conversion of price per share (in Shares) | 1.141 |
Convertible Preferred Stock (_2
Convertible Preferred Stock (Details) - Schedule of convertible preferred stock - Blade Therapeutics, Inc. [Member] - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Conversion of Stock [Line Items] | ||
Convertible Preferred Stock, Shares Authorized | 151,185,364 | 133,656,880 |
Convertible Preferred Stock, Shares Outstanding | 83,044,690 | 83,044,690 |
Convertible Preferred Stock, Liquidation Preference | $ 90,365 | $ 90,365 |
Convertible Preferred Stock, Proceeds, Net Issuance Cost | $ 89,107 | $ 89,107 |
Series A [Member] | ||
Conversion of Stock [Line Items] | ||
Convertible Preferred Stock, Shares Authorized | 6,500,000 | 6,500,000 |
Convertible Preferred Stock, Shares Outstanding | 6,500,000 | 6,500,000 |
Convertible Preferred Stock, Price Per Share | $ 1 | $ 1 |
Convertible Preferred Stock, Liquidation Preference | $ 6,500 | $ 6,500 |
Convertible Preferred Stock, Proceeds, Net Issuance Cost | $ 6,341 | $ 6,341 |
Series B [Member] | ||
Conversion of Stock [Line Items] | ||
Convertible Preferred Stock, Shares Authorized | 43,000,000 | 43,000,000 |
Convertible Preferred Stock, Shares Outstanding | 40,369,153 | 40,369,153 |
Convertible Preferred Stock, Price Per Share | $ 1.055 | $ 1.055 |
Convertible Preferred Stock, Liquidation Preference | $ 42,589 | $ 42,589 |
Convertible Preferred Stock, Proceeds, Net Issuance Cost | $ 42,335 | $ 42,335 |
Series C [Member] | ||
Conversion of Stock [Line Items] | ||
Convertible Preferred Stock, Shares Authorized | 79,685,364 | 62,156,880 |
Convertible Preferred Stock, Shares Outstanding | 22,642,414 | 22,642,414 |
Convertible Preferred Stock, Price Per Share | $ 1.141 | $ 1.141 |
Convertible Preferred Stock, Liquidation Preference | $ 25,835 | $ 25,835 |
Convertible Preferred Stock, Proceeds, Net Issuance Cost | $ 25,596 | $ 25,596 |
Series C-1 [Member] | ||
Conversion of Stock [Line Items] | ||
Convertible Preferred Stock, Shares Authorized | 22,000,000 | 22,000,000 |
Convertible Preferred Stock, Shares Outstanding | 13,533,123 | 13,533,123 |
Convertible Preferred Stock, Price Per Share | $ 1.141 | $ 1.141 |
Convertible Preferred Stock, Liquidation Preference | $ 15,441 | $ 15,441 |
Convertible Preferred Stock, Proceeds, Net Issuance Cost | $ 14,835 | $ 14,835 |
Common Stock (Details)
Common Stock (Details) - Blade Therapeutics, Inc. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | |
Common Stock (Details) [Line Items] | ||
Shares exercisable | 50.00% | |
Excess amount percentage | 150.00% | |
Excess amount holder divided (in Dollars) | $ 1,141 |
Common Stock (Details) - Schedu
Common Stock (Details) - Schedule of common stock, on an as-converted basis for issuance - Blade Therapeutics, Inc. [Member] - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Common Stock (Details) - Schedule of common stock, on an as-converted basis for issuance [Line Items] | |||
Convertible preferred stock | 83,044,690 | 83,044,690 | |
Common stock options issued and outstanding under the Stock Option Plan | 21,552,842 | 17,468,983 | |
Convertible Notes | 49,776,337 | 30,830,292 | |
Remaining shares available for issuance under the Stock Option Plan | 3,120,537 | 5,151,841 | |
Warrants outstanding | [1] | 5,790,354 | 2,746,131 |
Total outstanding common stock and options and remaining shares available | 163,284,760 | 139,241,937 | |
[1] | At December 31, 2020 and 2021, the number of shares exercisable under the warrants issued in connection with the 2020 and 2021 Convertible Notes was subject to adjustment pending certain contingent events; however, the number of shares exercisable are assumed to be 50% of the Excess Amount funded by the holder for the 2020 warrants (150% of the Excess Amount for the 2021 warrants) divided by $1.141. |
Stock Option Plan (Details)
Stock Option Plan (Details) - Blade Therapeutics, Inc. [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | May 24, 2021 | Dec. 31, 2020 | Sep. 25, 2020 | |
Stock Option Plan (Details) [Line Items] | ||||
Common stock shares | 4,200,000 | 5,000,000 | ||
Reserved shares | 3,120,537 | 5,151,841 | ||
Stock option plan , description | The exercise price of an ISO and NSO shall not be less than 100% of the estimated fair value of the shares on the date of grant, as determined by the Board of Directors. The exercise price of an ISO granted to an employee who at the time of grant is a 10% stockholder shall not be less than 110% of the estimated fair value of the shares on the date of grant, as determined by the Board of Directors. To date, options have a term of ten years and generally vest over a four-year period. | |||
Intrinsic value (in Dollars) | $ 0.6 | $ 0.1 | ||
Liability for early exercise of stock options , description | As of December 31, 2020, there were 60,082 of shares issued to non-founding members of the Company that remain unvested. These shares were issued upon the early exercise of stock options prior to the vesting of the underlying shares and are subject to repurchase by the Company at the original issuance price upon termination of the services received from the holder of the option. As of December 31, 2020, the Company recorded $9,500 within accrued expenses and other current liabilities associated with options granted to non-founding members of the Company that are subject to repurchase by the Company. There were no unvested shares issued or any related liability outstanding as of December 31, 2021. | |||
Employees and non-employees purchased shares | 7,980,914 | 5,957,116 | ||
weighted-average grant date fair value per share (in Dollars per share) | $ 0.37 | $ 0.33 | ||
Unrecognized compensation cos (in Dollars) | $ 3,900,000 | |||
Weighted-average period | 2 years 10 months 24 days | |||
Shares issued | 3,126,619 | |||
Non-founding [Member] | ||||
Stock Option Plan (Details) [Line Items] | ||||
Shares issued | 60,082 | |||
Minimum [Member] | ||||
Stock Option Plan (Details) [Line Items] | ||||
Reserved shares | 27,246,448 | 22,246,448 | ||
Maximum [Member] | ||||
Stock Option Plan (Details) [Line Items] | ||||
Reserved shares | 31,446,448 | 27,246,448 |
Stock Option Plan (Details) - S
Stock Option Plan (Details) - Schedule of stock option plan exercised option - Blade Therapeutics, Inc. [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Option Plan (Details) - Schedule of stock option plan exercised option [Line Items] | |||
Weighted Average Shares Available for Grant, Beginning Outstanding | 5,151,841 | 4,032,081 | |
Weighted Average Number of Options Outstanding, Beginning Outstanding | 17,468,983 | 14,028,646 | |
Weighted Average Exercise Price, Beginning Outstanding (in Dollars per share) | $ 0.33 | $ 0.26 | |
Weighted Average Remaining Contractual Term (in years), Beginning Outstanding | 8 years 10 months 6 days | ||
Weighted Average Aggregate Intrinsic Value, Beginning Outstanding (in Dollars) | $ 2,794 | $ 1,197 | |
Weighted Average Shares Available for Grant, Shares authorized | 4,200,000 | 5,000,000 | |
Weighted Average Shares Available for Grant, Granted | (7,980,914) | (5,957,116) | |
Weighted Average Number of Options Outstanding, Granted | 7,980,914 | 5,957,116 | |
Weighted Average Exercise Price, Granted (in Dollars per share) | $ 0.51 | $ 0.47 | |
Weighted Average Number of Options Outstanding, Exercised | (2,147,445) | (473,594) | |
Weighted Average Exercise Price, Exercised (in Dollars per share) | $ 0.23 | $ 0.21 | |
Weighted Average Shares Available for Grant, Forfeited | 1,749,610 | 2,043,185 | |
Weighted Average Number of Options Outstanding, Forfeited | (1,749,610) | (2,043,185) | |
Weighted Average Exercise Price, Forfeited (in Dollars per share) | $ 0.31 | $ 0.32 | |
Weighted Average Shares Available for Grant, Repurchased | 33,691 | ||
Weighted Average Exercise Price, Repurchased (in Dollars per share) | $ 0.14 | ||
Weighted Average Shares Available for Grant, Ending Outstanding | 3,120,537 | 5,151,841 | |
Weighted Average Number of Options Outstanding, Ending Outstanding | 21,552,842 | 17,468,983 | |
Weighted Average Exercise Price, Ending Outstanding (in Dollars per share) | $ 0.41 | $ 0.33 | |
Weighted Average Remaining Contractual Term (in years), Ending Outstanding | 7 years 6 months 3 days | 7 years 9 months 3 days | |
Weighted Average Aggregate Intrinsic Value, Ending Outstanding (in Dollars) | $ 3,073 | $ 2,794 | |
Weighted Average Number of Options Outstanding, Exercisable | 9,000,500 | ||
Weighted Average Exercise Price, Exercisable (in Dollars per share) | $ 0.33 | ||
Weighted Average Remaining Contractual Term (in years), Exercisable | 5 years 6 months 21 days | ||
Weighted Average Aggregate Intrinsic Value, Exercisable (in Dollars) | $ 2,008 |
Stock Option Plan (Details) -_2
Stock Option Plan (Details) - Schedule of grant-date fair values of employee and non-employee stock options - Blade Therapeutics, Inc. [Member] - Employee and non-employee stock options [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Option Plan (Details) - Schedule of grant-date fair values of employee and non-employee stock options [Line Items] | ||
Expected dividends | ||
Minimum [Member] | ||
Stock Option Plan (Details) - Schedule of grant-date fair values of employee and non-employee stock options [Line Items] | ||
Risk-free interest rate | 0.64% | 0.35% |
Weighted-average expected term (years) | 5 years 10 months 6 days | 5 years 11 months 4 days |
Weighted-average expected volatility | 79.34% | 80.54% |
Maximum [Member] | ||
Stock Option Plan (Details) - Schedule of grant-date fair values of employee and non-employee stock options [Line Items] | ||
Risk-free interest rate | 1.13% | 1.42% |
Weighted-average expected term (years) | 6 years 29 days | 6 years 25 days |
Weighted-average expected volatility | 83.46% | 84.21% |
Stock Option Plan (Details) -_3
Stock Option Plan (Details) - Schedule of stock-based compensation expense - Blade Therapeutics, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Research and development | $ 377 | $ 511 |
General and administrative | 1,019 | 394 |
Total stock-based compensation expense | $ 1,396 | $ 905 |
License and Research and Deve_2
License and Research and Development Agreements (Details) - Blade Therapeutics, Inc. [Member] - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2019 | May 31, 2015 | Dec. 31, 2021 | |
License and Research and Development Agreements (Details) [Line Items] | |||
License payment | $ 0.1 | ||
Percent of common stock shares | 2.50% | ||
Equity raise | $ 15 | ||
Aggregate issuance (in Shares) | 527,034 | ||
License agreement | 90 days |
Acquisition of ATXCo (Details)
Acquisition of ATXCo (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Sep. 23, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | May 24, 2021 | Oct. 31, 2020 | Sep. 25, 2020 | |
Acquisition of ATXCo (Details) [Line Items] | ||||||
Preferred stock value | ||||||
ATXCo [Member] | ||||||
Acquisition of ATXCo (Details) [Line Items] | ||||||
Merger date | 12 years | |||||
Blade Therapeutics, Inc. [Member] | ||||||
Acquisition of ATXCo (Details) [Line Items] | ||||||
Cash consideration | $ 100,000 | |||||
Additional shares issued (in Shares) | 3,126,619 | |||||
Merger date | 5 years | |||||
Fair value of indemnification holdback | $ 3,400,000 | |||||
Fair value of contingent consideration | 5,400,000 | |||||
Payments to acquire in process research and development | 200,000 | |||||
Legal expenses | 63,000 | |||||
Shares issued (in Shares) | 4,200,000 | 5,000,000 | ||||
Aggregate cash payment | $ 43,000,000 | |||||
Fair value loss on remeasurement | 600,000 | 1,000,000 | ||||
Fair value of Contingent Consideration | 7,011,000 | 6,432,000 | ||||
Blade Therapeutics, Inc. [Member] | ATXCo [Member] | ||||||
Acquisition of ATXCo (Details) [Line Items] | ||||||
Total consideration | $ 20,900,000 | |||||
Cash consideration | 100,000 | |||||
Aggregate cash payment | $ 43,000 | |||||
Maximum [Member] | Blade Therapeutics, Inc. [Member] | ||||||
Acquisition of ATXCo (Details) [Line Items] | ||||||
Cash settlement | 62,000 | |||||
Minimum [Member] | Blade Therapeutics, Inc. [Member] | ||||||
Acquisition of ATXCo (Details) [Line Items] | ||||||
Cash settlement | $ 1,000 | |||||
Series C-1 Convertible Preferred Stock [Member] | Blade Therapeutics, Inc. [Member] | ||||||
Acquisition of ATXCo (Details) [Line Items] | ||||||
Purchase consideration | 10,499,892 | |||||
Fair value of shares | 12,000,000 | |||||
Incurred cost | 200,000 | |||||
Reduce shared (in Shares) | 54,953 | |||||
Shares issued (in Shares) | 3,033,231 | |||||
Preferred stock value | $ 3,100,000 | |||||
Series C-1 Convertible Preferred Stock [Member] | Certain Clinical Milestone [Member] | Blade Therapeutics, Inc. [Member] | ||||||
Acquisition of ATXCo (Details) [Line Items] | ||||||
Purchase consideration | $ 7,503,887 |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of basic and diluted loss per share - Blade Therapeutics, Inc. [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net loss attributable to common stockholders | $ (39,529) | $ (36,013) |
Denominator: | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 13,210,927 | 9,006,819 |
Net loss per share attributable to common stockholders, basic and diluted | $ (2.99) | $ (4) |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of diluted net loss per share attributable to common stockholders - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of diluted net loss per share attributable to common stockholders [Abstract] | ||
Convertible preferred stock | 83,044,690 | 83,044,690 |
Outstanding stock options | 21,552,842 | 17,468,983 |
Outstanding common stock warrants | 336,436 | 336,436 |
Convertible promissory notes | 48,795,210 | 29,384,943 |
Unvested early exercised stock awards | 60,082 | |
Total | 153,729,178 | 130,295,134 |