SomaLogic (SLGCW) 10-Q 24 May 21 2021 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 21, 2021
Document Information Line Items
Entity Registrant Name	CM Life Sciences II Inc.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001837412
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Entity File Number	001-40090
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		27,600,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		6,900,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)		Mar. 31, 2021	Dec. 31, 2020
Current Assets:
Cash		$ 1,592,055
Prepaid Expenses		180,941
Total current assets		1,772,996
Deferred offering costs			72,202
Cash and Investments held in Trust Account		276,002,571
Total Assets		277,775,567	72,202
Current liabilities:
Accrued offering costs and expenses		302,000	48,340
Total current liabilities		302,000	48,340
Deferred underwriting fee		9,660,000
Warrant liability		42,258,665
Total liabilities		52,220,665	48,340
Commitments
Class A common stock subject to possible redemption, 22,055,490 and 0 shares at redemption value at March 31, 2021 and December 31, 2020, respectively		220,554,900
Stockholders’ Equity:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital		31,411,152	24,310
Retained earnings (accumulated deficit)		(26,412,394)	(1,138)
Total stockholders’ equity		5,000,002	23,862
Total Liabilities and Stockholders’ Equity		277,775,567	72,202
Class A Common Stock
Stockholders’ Equity:
Common stock value		554
Total stockholders’ equity		554
Class B Common Stock
Stockholders’ Equity:
Common stock value	[1]	690	690
Total stockholders’ equity	[2]	$ 690	$ 690
[1]	Shares at December 31, 2020 included up to 900,000 founder shares which were subject to forfeiture by the Sponsor if over-allotment option was not exercised in full or in part by the underwriters (see Note 5).
[2]	Shares at January 1, 2021 included up to 900,000 founder shares which were subject to forfeiture by the Sponsor if over-allotment option was not exercised in full or in part by the underwriters (see Note 5).

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption	22,055,490	0
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	5,544,510	0
Common stock, shares outstanding	5,544,510	0
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	6,900,000	6,900,000
Common stock, shares outstanding	6,900,000	6,900,000

Unaudited Condensed Statement o

Unaudited Condensed Statement of Operations	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Operating costs	$ 57,619
Loss from Operations	(57,619)
Other income:
Interest earned on cash and marketable securities held in Trust Account	2,571
Offering costs allocated to warrants	(504,743)
Change in fair value of warrant liability	(25,851,465)
Total other income	(26,353,637)
Net loss	(26,411,256)
Class A Common Stock
Other income:
Net loss
Weighted average shares outstanding of Class A common stock, basic and diluted (in Shares) | shares	27,600,000
Basic and diluted net loss per share, Class A (in Dollars per share) | $ / shares	$ 0
Class B Common Stock
Other income:
Net loss		[1]
Weighted average shares outstanding of Class B common stock, basic and diluted (in Shares) | shares	6,294,231
Basic and diluted net loss per share, Class B (in Dollars per share) | $ / shares	$ (4.20)
[1]	Shares at January 1, 2021 included up to 900,000 founder shares which were subject to forfeiture by the Sponsor if over-allotment option was not exercised in full or in part by the underwriters (see Note 5).

Condensed Statement of Changes

Condensed Statement of Changes In Stockholders’ Equity (Unaudited) - 3 months ended Mar. 31, 2021 - USD ($)	Class A Common stock	Class B Common stock	[1]	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020		$ 690		$ 24,310	$ (1,138)	$ 23,862
Balance (in Shares) at Dec. 31, 2020		6,900,000
Sale of 27,600,000 Units, net of underwriting discount, offering expenses and fair value of public warrants	$ 2,760			251,939,536		251,942,296
Sale of 27,600,000 Units, net of underwriting discount, offering expenses and fair value of public warrants (in Shares)	27,600,000
Net income (loss)					(26,411,256)	(26,411,256)
Class A common stock subject to possible redemption	$ (2,206)			(220,552,694)		(220,554,900)
Class A common stock subject to possible redemption (in Shares)	(22,055,490)
Balance at Mar. 31, 2021	$ 554	$ 690		$ 31,411,152	$ (26,412,394)	$ 5,000,002
Balance (in Shares) at Mar. 31, 2021	5,544,510	6,900,000
[1]	Shares at January 1, 2021 included up to 900,000 founder shares which were subject to forfeiture by the Sponsor if over-allotment option was not exercised in full or in part by the underwriters (see Note 5).

Condensed Statement of Change_2

Condensed Statement of Changes In Stockholders’ Equity (Unaudited) (Parentheticals)	3 Months Ended
	Mar. 31, 2021shares
Statement of Stockholders' Equity [Abstract]
Sale of underwriting discounts, shares	27,600,000

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (Unaudited)	3 Months Ended
	Mar. 31, 2021USD ($)
Cash flows from operating activities:
Net loss	$ (26,411,256)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(2,571)
Offering costs allocated to warrants	504,743
Change in fair value of warrant liability	25,851,465
Changes in operating assets and liabilities:
Prepaid assets	(180,941)
Accrued expenses	(1,138)
Net cash used in operating activities	(239,698)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(276,000,000)
Net cash used in investing activities	(276,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriters’ fees	270,480,000
Proceeds from issuance of Private Placement Warrants	7,520,000
Payment of offering costs	(168,247)
Net cash provided by financing activities	277,831,753
Net change in cash	1,592,055
Cash, beginning of period
Cash, end of the period	1,592,055
Supplemental disclosure of non-cash financing activities:
Initial value of Class A common stock subject to possible redemption	220,554,900
Deferred underwriters’ discount payable charged to additional paid-in capital	$ 9,660,000

Organization and Business Opera

Organization and Business Operations	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations CM Life Sciences II Inc. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on December 15, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). As of March 31, 2021, the Company had not commenced any operations. All activity through March 31, 2021 relates to the Company’s formation and the Initial Public Offering (“IPO”) which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 22, 2021 (the “Effective Date”). On February 25, 2021, the Company including 3,600,000 Units issued pursuant to the full exercise of the underwriters’ over-allotment option Simultaneously with the closing of the IPO, the Company consummated the sale of 5,013,333 Private Placement Warrants (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, in a private placement to the Company’s Sponsor, CMLS Holdings II LLC, a Delaware limited liability company (the “Sponsor”) and the Company’s independent directors, generating gross proceeds of $7,520,000, which is discussed in Note 4. Transaction costs of the IPO amounted to $15,675,247 consisting of $5,520,000 of underwriting discount, $9,660,000 of deferred underwriting discount, and $495,247 of other offering costs. Following the closing of the IPO on February 25, 2021, $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO, including the proceeds from the sale of the Private Placement Warrants, was deposited in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the Company’s public shares if the Company does not complete an initial Business Combination within 24 months from the closing of the IPO or during any Extension Period, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial business combination within 24 months from the closing of the IPO or during any Extension Period or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will have 24 months from the closing of the IPO to complete the initial Business Combination (the “Combination Period”) or during any extended period of time that it may have to consummate an initial business combination as a result of an amendment to its amended and restated certificate of incorporation (the “Extension Period”). However, if the Company is unable to complete the initial Business Combination within the Combination Period or during any Extension Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to complete the initial Business Combination within the Combination Period or during any Extension Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within such time period, and (iv) vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. 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 a prospective target business with which the Company will enter into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $1.6 million in its operating bank account, and working capital of approximately $1.5 million. The Company’s liquidity needs up to February 25, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the founder shares and access to a loan under an unsecured promissory note from the Sponsor of $300,000 (see Note 5). Subsequent to the consummation of the IPO, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us working capital loans. As of March 31, 2021, there were no amounts outstanding under any working capital loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination . Merger Agreement On March 28, 2021, the Company entered into the Merger Agreement with SomaLogic, Inc., a Delaware corporation (“SomaLogic”) and S-Craft Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”). Pursuant to the terms of the Merger Agreement the Company will acquire SomaLogic through the merger of Merger Sub with and into SomaLogic, with SomaLogic surviving as a wholly owned subsidiary of the Company (the “Merger”). In connection with the Merger, the Company will be renamed. The Business Combination was approved by the boards of directors of each of the Company and SomaLogic. The Business Combination is expected to close in the third quarter of 2021, following the receipt of the required approval by the stockholders of each of SomaLogic and of the Company and the satisfaction of certain other customary closing conditions. At the effective time of the Merger (the “Effective Time”), each share of SomaLogic’s common stock, par value $0.01 per share, and preferred stock, par value $0.01 per share (collectively, the “SomaLogic Capital Sock”) issued and outstanding immediately prior to the Effective Time will be cancelled and automatically deemed, for all purposes, to represent the right to receive a portion of the total consideration, with each stockholder of SomaLogic entitled to receive the following: (a) if such stockholder has made a cash election, as set forth and in accordance with the terms of the Merger Agreement, such stockholder shall receive a portion of the specified aggregate amount of cash consideration payable under the terms of the Merger Agreement (such aggregate amount not to exceed $50,000,000) and pursuant to the terms of such stockholder’s cash election; and (b) a number of shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”) equal to the quotient of: (i) (A) the product of (x) such stockholder’s total shares of SomaLogic Capital Stock multiplied by (y) the per share amount calculated in accordance with the Merger Agreement minus (B) the amount of cash payable to such stockholder pursuant to its cash election, if any, divided by (ii) $10.00. In addition, at the Effective Time, each outstanding option to purchase SomaLogic Capital Stock will roll over into options to purchase Class A Common Stock, as further set forth in and in accordance with the terms of the Merger Agreement. In addition to the payment of cash, issuance of Class A Common Stock and rollover of other SomaLogic equity awards described above, as of the Effective Time, if at any time between the 13-month anniversary of the Closing and the 24-month anniversary of the Closing (inclusive of the first and last day of such period, the “Earn-Out Period”), the volume-weighted average closing price of the Class A Common Stock for a period of at least 20 days out of 30 consecutive trading days ending on the trading day immediately prior to the date of determination is greater than or equal to $20.00 during the Earn-Out Period, then the Company will issue or cause to be issued to each SomaLogic stockholder, in accordance with such SomaLogic stockholder’s respective pro rata share, and certain employees or individual service providers of SomaLogic (the “Earn-Out Service Providers”), in accordance with the terms of their respective award agreements, 5,000,000 shares of Class A Common Stock, upon the terms and subject to the conditions set forth in the Merger Agreement and the other Transaction Agreements The Merger Agreement allows the parties to terminate the Merger Agreement if certain customary conditions described in the Merger Agreement are not satisfied, including, without limitation, each party’s right to terminate, subject to certain limited exceptions, if the Business Combination is not consummated by December 31, 2021. If the Merger Agreement is validly terminated, none of the parties to the Merger Agreement will have any liability or any further obligation under the Merger Agreement other than customary confidentiality obligations, except in the case of a willful and intentional breach of the Merger Agreement or intentional fraud in the making of the representations and warranties in the Merger Agreement. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that it could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Accordingly, actual results could differ from those estimates Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. 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 investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At March 31, 2021, the assets held in the Trust Account were held in money market funds which only invest in U.S. government treasury obligations. During the three months ended March 31, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 2, Note 4, Note 5, and Note 9) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Condensed Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Condensed Statement of Operations in the period of change. Offering Costs Associated with the IPO The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations operations in the amount of $504,743 for the three months ended March 31, 2021. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the IPO . Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s shares of Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2021, 22,055,490 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheet Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial 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. The deferred tax assets were deemed to be de minimis as of March 31, 2021 and December 31, 2020. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 March 31, 2021 and December 31, 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be de minimis for the three months ended March 31, 2021. Net Income Per Common Share Net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the IPO and Private Placement to purchase an aggregate of 10,533,333 shares of Class A common stock in the calculation of diluted loss per common stock, since they are not yet exercisable. Reconciliation of Net Income (Loss) per Common share The Company’s condensed statement of operations includes a presentation of loss per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share Three Months Ended Net Income per share for Class A common stock: Interest income earned on investments held in the Trust Account $ 2,571 Less: Interest income available to the Company for taxes - Adjusted net income $ 2,571 Weighted average shares outstanding of Class A common stock 27,600,000 Basic and diluted net income per share, Class A common stock $ 0.00 Net Loss per share for Class B common stock: Net Loss $ (26,411,256 ) Less: Income attributable to Class A common stock (2,571 ) Adjusted net loss $ (26,413,827 ) Weighted average shares outstanding of Class B common stock 6,294,231 Basic and diluted net loss per share, Class B common stock $ (4.20 ) Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 8 for additional information on assets and liabilities measured at fair value. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2021
Proposed Public Offering Disclosure [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering Public Units On February 25, 2021, the Company sold 27,600,000 Units, at a purchase price of $10.00 per Unit, generating gross proceeds of $276,000,000. Each Unit consists of one share of Class A common stock, and one-fifth of one redeemable warrant to purchase one share of Class A common stock (the “Public Warrants”). Public Warrants The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective 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. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60 th Redemptions of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders. Redemptions of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of our Class A common stock (as defined below) except as otherwise described below; ● if, and only if, the closing price equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The “fair market value” of the Company’s Class A common stock shall mean the volume weighted average price of the Company’s Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment).

Private Placement

Private Placement	3 Months Ended
	Mar. 31, 2021
Private Placement Disclosure [Abstract]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor and the Company’s independent directors purchased an aggregate of 5,013,333 Private Placement Warrants at a price of $1.50 per warrant, for an aggregate purchase price of $7,520,000. The Sponsor has purchased 4,346,669 warrants, and each of Mr. Conroy, Mr. Cox, Dr. Kelly and Dr. Quake (and/or one or more entities controlled by them) purchased 166,666 warrants. The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company (except as described herein), (ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to certain registration rights. If the Private Placement Warrants are held by holders other than the sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units sold in the IPO

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On December 17, 2020, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B common stock, par value $0.0001 (the “Founder Shares”). In January and February 2021, the Sponsor transferred 25,000 Founder Shares to each of Mr. Conroy, Mr. Cox, Dr. Kelly and Dr. Quake. On February 22, 2021, the Company effected a 1:1.2 stock split of the Class B common stock, resulting in our sponsor holding an aggregate of 6,800,000 Founder Shares and there being an aggregate of 6,900,000 Founder Shares outstanding (see Note 7), including up to 900,000 Founder Shares which were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. As a result of the underwriters’ election to fully exercise their over-allotment option on February 25, 2021, none of the Class B shares were forfeited . The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees (the “lock-up”). Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, if (i) the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. On March 28, 2021, the Sponsor entered into a Sponsor Forfeiture Agreement (the “ Forfeiture Agreement Promissory Note — Related Party On December 17, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. This loan was non-interest bearing and payable on the earlier of March 31, 2021 or the completion of the IPO. No amounts were ever borrowed under the promissory note. Related Party Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of March 31, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Forward Purchase Agreements Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants which will be issued in a private placement simultaneously with the closing of the IPO and the shares of Class A common stock underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans and (iv) any Forward Purchase Shares that are issued in a private placement simultaneously with the closing of the initial Business Combination, will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter had a 45-day option from the date of the IPO to purchase up to an aggregate of 3,600,000 additional Units at the public offering price less the underwriting commissions to cover over-allotments, if any. On February 25, 2021, the underwriters fully exercised the over-allotment option to purchase 3,600,000 Units, and was paid an underwriting discount in aggregate of $5,520,000. Additionally,

Stockholders_ Equity

Stockholders’ Equity	3 Months Ended
	Mar. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholders’ Equity	Note 7 — Stockholders’ Equity Preference Shares Class A Common stock h Class B Common stock . The shares of Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (including any Forward Purchase Shares), excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 276,002,571 $ 276,002,571 $ - $ - Liabilities: Public Warrant Liability $ 16,891,200 $ $ $ 16,891,200 Private Warrant Liability 25,367,465 25,367,465 $ 42,258,665 $ - $ - $ 42,258,665 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Consolidated Balance Sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Consolidated Statement of Operations. The Company established the initial fair value for the Warrants on February 25, 2021, the date of the Company’s IPO, and the subsequent remeasurement of fair value on March 31, 2021, using a Monte Carlo simulation model for the Private Placement Warrants and the Public Warrants. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The following table presents the changes Level 3 liabilities for the three month period ended March 31, 2021: Fair Value at January 1, 2021 $ - Initial fair value of public and private warrants 25,681,866 Change in fair value of public and private warrants 16,576,799 Fair Value at March 31, 2021 $ 42,258,665 The key inputs into the Monte Carlo simulation as of March 31, 2021 were as follows: Inputs Public Warrants Private Warrants Risk-free interest rate 1.02 % 1.02 % Expected term (years) 5.42 5.42 Expected volatility 24.2 % 42.5 % Stock price $ 12.19 $ 12.19 The key inputs into the Monte Carlo simulation as of February 25, 2021 were as follows: Inputs Public Warrants Private Warrants Risk-free interest rate 0.92 % 0.92 % Expected term (years) 5.52 5.52 Expected volatility 23.7 % 42.6 % Stock price $ 9.68 $ 9.68

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Accordingly, actual results could differ from those estimates Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. 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 investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At March 31, 2021, the assets held in the Trust Account were held in money market funds which only invest in U.S. government treasury obligations. During the three months ended March 31, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Warrant Liabilities	Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 2, Note 4, Note 5, and Note 9) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Condensed Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Condensed Statement of Operations in the period of change.
Offering Costs Associated with the IPO	Offering Costs Associated with the IPO The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations operations in the amount of $504,743 for the three months ended March 31, 2021. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the IPO .
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s shares of Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2021, 22,055,490 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheet
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial 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. The deferred tax assets were deemed to be de minimis as of March 31, 2021 and December 31, 2020. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 March 31, 2021 and December 31, 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be de minimis for the three months ended March 31, 2021.
Net Income Per Common Share	Net Income Per Common Share Net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the IPO and Private Placement to purchase an aggregate of 10,533,333 shares of Class A common stock in the calculation of diluted loss per common stock, since they are not yet exercisable.
Reconciliation of Net Income (Loss) per Common share	Reconciliation of Net Income (Loss) per Common share The Company’s condensed statement of operations includes a presentation of loss per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share Three Months Ended Net Income per share for Class A common stock: Interest income earned on investments held in the Trust Account $ 2,571 Less: Interest income available to the Company for taxes - Adjusted net income $ 2,571 Weighted average shares outstanding of Class A common stock 27,600,000 Basic and diluted net income per share, Class A common stock $ 0.00 Net Loss per share for Class B common stock: Net Loss $ (26,411,256 ) Less: Income attributable to Class A common stock (2,571 ) Adjusted net loss $ (26,413,827 ) Weighted average shares outstanding of Class B common stock 6,294,231 Basic and diluted net loss per share, Class B common stock $ (4.20 )
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 8 for additional information on assets and liabilities measured at fair value.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Schedule of basic and diluted net income (loss) per common share	Three Months Ended Net Income per share for Class A common stock: Interest income earned on investments held in the Trust Account $ 2,571 Less: Interest income available to the Company for taxes - Adjusted net income $ 2,571 Weighted average shares outstanding of Class A common stock 27,600,000 Basic and diluted net income per share, Class A common stock $ 0.00 Net Loss per share for Class B common stock: Net Loss $ (26,411,256 ) Less: Income attributable to Class A common stock (2,571 ) Adjusted net loss $ (26,413,827 ) Weighted average shares outstanding of Class B common stock 6,294,231 Basic and diluted net loss per share, Class B common stock $ (4.20 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of fair value on a recurring basis	March 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 276,002,571 $ 276,002,571 $ - $ - Liabilities: Public Warrant Liability $ 16,891,200 $ $ $ 16,891,200 Private Warrant Liability 25,367,465 25,367,465 $ 42,258,665 $ - $ - $ 42,258,665
Schedule of changes in the fair value of warrant liabilities	Fair Value at January 1, 2021 $ - Initial fair value of public and private warrants 25,681,866 Change in fair value of public and private warrants 16,576,799 Fair Value at March 31, 2021 $ 42,258,665
Schedule of key inputs into the Monte Carlo simulation	Inputs Public Warrants Private Warrants Risk-free interest rate 1.02 % 1.02 % Expected term (years) 5.42 5.42 Expected volatility 24.2 % 42.5 % Stock price $ 12.19 $ 12.19 Inputs Public Warrants Private Warrants Risk-free interest rate 0.92 % 0.92 % Expected term (years) 5.52 5.52 Expected volatility 23.7 % 42.6 % Stock price $ 9.68 $ 9.68

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	1 Months Ended	3 Months Ended
	Feb. 25, 2021	Mar. 31, 2021	Dec. 31, 2020
Organization and Business Operations (Details) [Line Items]
Transaction costs amount		$ 15,675,247
Cash underwriting fees		5,520,000
Deferred underwriting fees		9,660,000
Other offering cost		$ 495,247
Redemptions of public shares		100.00%
Interest to pay dissolution expenses		$ 100,000
Liquidation of the trust account, description		(i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.
Operating bank accounts		$ 1,600,000
Working capital		1,500,000
Capital contribution		25,000
Unsecured promissory note		$ 300,000
Preferred stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Organization and business operations, description		the Class A Common Stock for a period of at least 20 days out of 30 consecutive trading days ending on the trading day immediately prior to the date of determination is greater than or equal to $20.00 during the Earn-Out Period, then the Company will issue or cause to be issued to each SomaLogic stockholder, in accordance with such SomaLogic stockholder’s respective pro rata share, and certain employees or individual service providers of SomaLogic (the “Earn-Out Service Providers”), in accordance with the terms of their respective award agreements, 5,000,000 shares of Class A Common Stock, upon the terms and subject to the conditions set forth in the Merger Agreement and the other Transaction Agreements
Merger Agreement [Member]
Organization and Business Operations (Details) [Line Items]
Consideration Payable Amount		$ 50,000,000
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Issuance of units (in Shares)	27,600,000
Gross proceeds	$ 276,000,000
Net Proceeds	$ 276,000,000
Share price (in Dollars per share)	$ 10
Over-Allotment Option [Member]
Organization and Business Operations (Details) [Line Items]
Issuance of units (in Shares)	3,600,000
Sale of stock shares price (in Dollars per share)	$ 10
Gross proceeds	$ 276,000,000
Share price per share (in Dollars per share)	$ 10
Private Placement Warrants [Member]
Organization and Business Operations (Details) [Line Items]
Share price per share (in Dollars per share)		$ 1.50
Number of shares issued (in Shares)		5,013,333
Common Stock [Member]
Organization and Business Operations (Details) [Line Items]
Common stock, par value (in Dollars per share)		$ 0.01
Preferred Stock [Member]
Organization and Business Operations (Details) [Line Items]
Preferred stock par value (in Dollars per share)		$ 0.01
CMLS Holdings LLC [Member]
Organization and Business Operations (Details) [Line Items]
Generating gross proceeds		$ 7,520,000
Class A Common Stock [Member]
Organization and Business Operations (Details) [Line Items]
Share price per share (in Dollars per share)	$ 11.50
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Class A Common Stock [Member] | Merger Agreement [Member]
Organization and Business Operations (Details) [Line Items]
Share price (in Dollars per share)		10
Common stock, par value (in Dollars per share)		$ 0.0001

Significant Accounting Polici_3

Significant Accounting Policies (Details)	3 Months Ended
	Mar. 31, 2021USD ($)shares
Significant Accounting Policies (Details) [Line Items]
Federal depository insurance | $	$ 250,000
Non operating income | $	$ 504,743
Class A Common Stock [Member]
Significant Accounting Policies (Details) [Line Items]
Common stock subject to possible redemption | shares	22,055,490
Aggregate of shares | shares	10,533,333

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Class A Common Stock [Member]
Net Income per share for Class A common stock:
Interest income earned on investments held in the Trust Account	$ 2,571
Less: Interest income available to the Company for taxes
Adjusted net income (loss)	$ 2,571
Weighted average shares outstanding of Class A common stock (in Shares) | shares	27,600,000
Basic and diluted net income per share, Class A common stock (in Dollars per share) | $ / shares	$ 0
Class B Common Stock [Member]
Net Income per share for Class A common stock:
Net Loss	$ (26,411,256)
Less: Income attributable to Class A common stock	(2,571)
Adjusted net income (loss)	$ (26,413,827)
Weighted average shares outstanding of Class B common stock (in Shares) | shares	6,294,231
Basic and diluted net loss per share, Class B common stock (in Dollars per share) | $ / shares	$ (4.20)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	1 Months Ended	3 Months Ended
	Feb. 25, 2021	Mar. 31, 2021
Initial Public Offering (Details) [Line Items]
Warrant exercise price		$ 9.20
Business combination issuance price		$ 9.20
Interest percentage		60.00%
Market value percentage		115.00%
Redemption price per share		$ 18
Redemptions of warrants, description		Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption “Redemption of warrants when the price per share of Class A common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Warrant exercisable, description		The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Public offering sale of units (in Shares)	27,600,000
Share price per share	$ 10
Gross proceeds (in Dollars)	$ 276,000,000
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Gross proceeds (in Dollars)	$ 276,000,000
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Share price per share	$ 11.50
Redemption price per share		$ 0.361
Redemptions of warrants, description		Redemptions of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders. Redemptions of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of our Class A common stock (as defined below) except as otherwise described below; ● if, and only if, the closing price equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.
Class A Common Stock [Member] | Public Warrant [Member]
Initial Public Offering (Details) [Line Items]
Warrant exercise price		$ 11.50

Private Placement (Details)

Private Placement (Details)	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Private Placement (Details) [Line Items]
Purchase of warrants	166,666
Sponsor [Member]
Private Placement (Details) [Line Items]
Purchase of warrants	4,346,669
Sponsor [Member] | Private Placement [Member]
Private Placement (Details) [Line Items]
Purchase of aggregate private placement warrants	5,013,333
Price per warrant (in Dollars per share) | $ / shares	$ 1.50
Aggregate purchase price (in Dollars) | $	$ 7,520,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended						3 Months Ended
	Mar. 28, 2021	Feb. 28, 2021	Feb. 25, 2021	Feb. 22, 2021	Jan. 31, 2021	Dec. 17, 2020	Mar. 31, 2021	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Description of related party transaction				the Company effected a 1:1.2 stock split of the Class B common stock, resulting in our sponsor holding an aggregate of 6,800,000 Founder Shares and there being an aggregate of 6,900,000 Founder Shares outstanding (see Note 7), including up to 900,000 Founder Shares which were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised.
Business combination, description							(A) one year after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees (the “lock-up”). Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, if (i) the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up.
Working capital loans							$ 1,500,000
Price per warrant							$ 9.20
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Transferred shares		25,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Sponsor amount						$ 25,000
Price per share						$ 0.004
Transferred shares					25,000
IPO [Member]
Related Party Transactions (Details) [Line Items]
Consideration share			27,600,000
Agreed to loan						$ 300,000
Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Price per warrant							1.50
Class B Common Sock [Member]
Related Party Transactions (Details) [Line Items]
Common stock, par value							$ 0.0001	$ 0.0001
Class B Common Sock [Member] | Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Consideration share						5,750,000
Common stock, par value						$ 0.0001
Class B Common Sock [Member] | Sponsor Forfeiture Agreement [Member]
Related Party Transactions (Details) [Line Items]
Forfeiture of shares, percentage	33.00%

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	1 Months Ended		3 Months Ended
	Feb. 25, 2021	Feb. 22, 2021	Mar. 31, 2021
Commitments and Contingencies (Details) [Line Items]
Aggregate of additional units			3,600,000
Underwriting discount	$ 5,520,000
Deferred underwriting fee percentage			3.50%
Aggregate gross proceeds			$ 9,660,000
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Purchase units	3,600,000
Casdin Capital, LLC (“Casdin”) and Corvex Management LP [Member]
Commitments and Contingencies (Details) [Line Items]
Forward purchase agreement, description		the Company entered into separate forward purchase agreements with affiliates of the Sponsor, Casdin Capital, LLC (“Casdin”) and Corvex Management LP (“Corvex”), in their capacities as investment advisors on behalf of one or more investment funds, clients or accounts managed by each of Casdin and Corvex, respectively (collectively, their “Clients”), pursuant to which, subject to the conditions described below, they will cause the Clients to purchase from the Company up to an aggregate amount of 7,500,000 shares of Class A common stock, or the forward purchase shares, for $10.00 per forward purchase share, or an aggregate amount of up to $75,000,000, in a private placement that will close concurrently with the closing of a Business Combination.

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - $ / shares	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Stockholders’ Equity (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Propose public warrants, description	In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (including any Forward Purchase Shares), excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
Class A Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	5,544,510	0
Common stock, share outstanding	5,544,510	0
Shares subject to possible redemption	22,055,490	0
Class B Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized	10,000,000	10,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	6,900,000	6,900,000
Common stock, share outstanding	6,900,000	6,900,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of fair value on a recurring basis	Mar. 31, 2021USD ($)
Assets:
U.S. Money Market held in Trust Account	$ 276,002,571
Liabilities:
Public Warrant Liability	16,891,200
Private Warrant Liability	25,367,465
Total	42,258,665
Quoted Prices In Active Markets (Level 1) [Member]
Assets:
U.S. Money Market held in Trust Account	276,002,571
Liabilities:
Public Warrant Liability
Private Warrant Liability
Total
Quoted Prices In Active Markets (Level 2) [Member]
Assets:
U.S. Money Market held in Trust Account
Liabilities:
Public Warrant Liability
Private Warrant Liability
Total
Quoted Prices In Active Markets (Level 3) [Member]
Assets:
U.S. Money Market held in Trust Account
Liabilities:
Public Warrant Liability	16,891,200
Private Warrant Liability	25,367,465
Total	$ 42,258,665

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities	3 Months Ended
	Mar. 31, 2021USD ($)
Schedule of changes in the fair value of warrant liabilities [Abstract]
Fair Value at January 1, 2021
Initial fair value of public and private warrants	25,681,866
Change in fair value of public and private warrants	16,576,799
Fair Value at March 31, 2021	$ 42,258,665

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of key inputs into the Monte Carlo simulation - $ / shares	1 Months Ended	3 Months Ended
	Feb. 25, 2021	Mar. 31, 2021
Public Warrants [Member]
Fair Value Measurements (Details) - Schedule of key inputs into the Monte Carlo simulation [Line Items]
Risk-free interest rate	0.92%	1.02%
Expected term (years)	5 years 189 days	5 years 153 days
Expected volatility	23.70%	24.20%
Stock price (in Dollars per share)	$ 9.68	$ 12.19
Private Warrants [Member]
Fair Value Measurements (Details) - Schedule of key inputs into the Monte Carlo simulation [Line Items]
Risk-free interest rate	0.92%	1.02%
Expected term (years)	5 years 189 days	5 years 153 days
Expected volatility	42.60%	42.50%
Stock price (in Dollars per share)	$ 9.68	$ 12.19