Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2021 | |
Document Information Line Items | |
Entity Registrant Name | CM LIFE SCIENCES III INC. |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 3 |
Entity Central Index Key | 0001843762 |
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 | DE |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheet - USD ($) | Sep. 30, 2021 | Feb. 04, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current assets: | |||||
Cash | $ 2,085,607 | ||||
Prepaid expenses | 87,249 | ||||
Total current assets | 2,172,856 | ||||
Investments held in Trust Account | 552,015,433 | ||||
Deferred offering costs associated with initial public offering | 29,249 | ||||
Total assets | 554,188,289 | 29,249 | |||
Liabilities and Stockholder’s Equity: | |||||
Accounts payable | 21,251 | ||||
Accrued expenses | 1,963,764 | 5,000 | |||
Franchise tax payable | 134,296 | ||||
Total current liabilities | 2,119,311 | 5,000 | |||
Deferred underwriting commissions | 19,320,000 | ||||
Derivative warrant liabilities | 52,922,132 | ||||
Total Liabilities | 74,361,443 | ||||
Commitments and contingencies | |||||
Class A common stock subject to possible redemption, $0.0001 par value; 55,200,000 shares at $10.00 per share | 552,000,000 | ||||
Stockholders’ Deficit: | |||||
Preferred stock value | |||||
Common stock value | |||||
Common stock value | 1,380 | 1,380 | [1],[2] | ||
Additional paid-in capital | 23,620 | ||||
Accumulated deficit | (72,174,534) | (751) | |||
Total Stockholders’ Equity | (72,173,154) | 24,249 | |||
Total Liabilities and Stockholder’s Equity | 554,188,289 | $ 29,249 | |||
EQRx, INC. | |||||
Current assets: | |||||
Cash | 456,470,000 | $ 489,682,000 | $ 18,478,000 | ||
Prepaid expenses and other current assets | 10,568,000 | 2,594,000 | 25,000 | ||
Total current assets | 467,038,000 | 492,276,000 | 18,503,000 | ||
Property and equipment, net | 2,210,000 | 2,720,000 | 78,000 | ||
Restricted cash | 633,000 | 633,000 | 844,000 | ||
Right-of-use asset | 3,243,000 | 4,863,000 | |||
Other non-current assets | 11,535,000 | 36,000 | 114,000 | ||
Total assets | 484,659,000 | 500,528,000 | 19,539,000 | ||
Current liabilities: | |||||
Convertible promissory notes | 25,882,000 | ||||
Current liabilities: | |||||
Lease liability, current | 3,013,000 | 1,712,000 | |||
Lease liability, non-current | 1,075,000 | 3,373,000 | |||
Restricted stock repurchase liability | 943,000 | 877,000 | 4,000 | ||
Liabilities and Stockholder’s Equity: | |||||
Accounts payable | 3,223,000 | 1,319,000 | 1,045,000 | ||
Accrued expenses | 20,184,000 | 11,165,000 | 1,114,000 | ||
Total current liabilities | 26,420,000 | 14,196,000 | 28,041,000 | ||
Total Liabilities | 28,438,000 | 18,446,000 | 28,045,000 | ||
Commitments and contingencies | |||||
Stockholders’ Deficit: | |||||
Common stock value | 4,000 | 3,000 | 2,000 | ||
Additional paid-in capital | 4,530,000 | 415,000 | |||
Accumulated deficit | (359,724,000) | (258,491,000) | (8,508,000) | ||
Total Stockholders’ Equity | (355,190,000) | (258,073,000) | (8,506,000) | ||
Total Liabilities and Stockholder’s Equity | 484,659,000 | 500,528,000 | 19,539,000 | ||
Series A Convertible Preferred Stock | EQRx, INC. | |||||
Liabilities and Stockholder’s Equity: | |||||
Convertible preferred stock value | 243,536,000 | 243,536,000 | |||
Series B Convertible Preferred Stock | EQRx, INC. | |||||
Liabilities and Stockholder’s Equity: | |||||
Convertible preferred stock value | $ 567,875,000 | $ 496,619,000 | |||
[1] | The shares and the associated amounts have been retroactively restated to reflect a 1:1.2 stock split of Class B common stock on April 6, 2021, resulting in an aggregate of 13,800,000 shares of Class B common stock outstanding (see Note 5). | ||||
[2] | This number includes up to 1,800,000 shares of Class B common stock subject to forfeiture by the Sponsor if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheet (Parentheticals) - $ / shares | Sep. 30, 2021 | Feb. 04, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
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 | ||||
EQRx, INC. | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 620,000,000 | 605,000,000 | 75,000,000 | |
Common stock, shares issued | 76,977,802 | 73,794,737 | 56,357,500 | |
Common stock, shares outstanding | 43,422,846 | 32,418,943 | 20,500,000 | |
Class A Common Stock | ||||
Common stock, shares subject to possible redemption par value (in Dollars per share) | $ 0.0001 | |||
Common stock, shares subject to possible redemption at per share (in Dollars per share) | 10 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 380,000,000 | 380,000,000 | ||
Common stock, shares issued | ||||
Common stock, shares outstanding | ||||
Class B Common Stock | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 | ||
Common stock, shares issued | 13,800,000 | 13,800,000 | ||
Common stock, shares outstanding | 13,800,000 | 13,800,000 | ||
Series A Convertible Preferred Stock | EQRx, INC. | ||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 262,070,014 | 262,070,014 | 0 | |
Preferred stock, shares issued | 262,070,014 | 262,070,014 | 0 | |
Preferred stock, shares outstanding | 262,070,014 | 262,070,014 | 0 | |
Series B Convertible Preferred Stock | EQRx, INC. | ||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 207,885,043 | 191,473,066 | 0 | |
Preferred stock, shares issued | 207,394,482 | 181,261,150 | 0 | |
Preferred stock, shares outstanding | 207,394,482 | 181,261,150 | 0 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) | Feb. 04, 2021 | Jun. 30, 2021 | Dec. 31, 2019 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
General and administrative costs | $ 751 | $ 2,132,453 | $ 2,284,090 | |||||
Franchise tax expenses | 49,863 | 134,297 | ||||||
Loss from operations | (2,182,316) | (2,418,387) | ||||||
Other income (expenses): | ||||||||
Offering costs associated with derivative warrant liabilities, net | 35,990 | (1,006,114) | ||||||
Change in fair value of derivative warrant liabilities | 8,682,667 | (6,673,600) | ||||||
Income from investments held in Trust Account | 7,974 | 15,433 | ||||||
Loss upon issuance of private placement warrants | (15,213,332) | |||||||
Total other income (expenses) | 8,726,631 | (22,877,613) | ||||||
Net income (loss) | $ (751) | $ 6,544,315 | $ (25,296,000) | |||||
Weighted average number of shares outstanding of Class A common stock, basic and diluted, as restated (in Shares) | [1],[2] | 12,000,000 | ||||||
Operating expenses: | ||||||||
Basic and diluted net income (loss) per share, Class A common stock, as restated (in Dollars per share) | $ 0 | |||||||
EQRx, INC. | ||||||||
General and administrative costs | $ 3,481,000 | $ 39,681,000 | $ 17,127,000 | $ 25,689,000 | ||||
Loss from operations | (4,626,000) | (101,574,000) | (72,435,000) | (250,080,000) | ||||
Other income (expenses): | ||||||||
Change in fair value of convertible promissory notes | (3,882,000) | |||||||
Interest income | 210,000 | 65,000 | 97,000 | |||||
Other income | 131,000 | |||||||
Total other income (expenses) | (3,882,000) | 341,000 | 65,000 | 97,000 | ||||
Net loss and comprehensive loss | (8,508,000) | (101,233,000) | (72,370,000) | (249,983,000) | ||||
Net income (loss) | $ (8,508,000) | $ (101,233,000) | $ (72,370,000) | $ (249,983,000) | ||||
Weighted average number of shares outstanding of Class A common stock, basic and diluted, as restated (in Shares) | 4,264,435 | 38,332,938 | 23,730,386 | 25,486,021 | ||||
Operating expenses: | ||||||||
Basic and diluted net income (loss) per share, Class A common stock, as restated (in Dollars per share) | $ (2) | $ (2.64) | $ (3.05) | $ (9.81) | ||||
Research and development | $ 1,145,000 | $ 61,893,000 | $ 55,308,000 | $ 224,391,000 | ||||
Total operating expenses | $ 4,626,000 | $ 101,574,000 | $ 72,435,000 | $ 250,080,000 | ||||
Class A Common Stock | ||||||||
Other income (expenses): | ||||||||
Weighted average number of shares outstanding of Class A common stock, basic and diluted, as restated (in Shares) | 55,200,000 | 40,418,410 | ||||||
Operating expenses: | ||||||||
Basic and diluted net income (loss) per share, Class A common stock, as restated (in Dollars per share) | $ 0.09 | $ (0.47) | ||||||
Class B Common Stock | ||||||||
Other income (expenses): | ||||||||
Weighted average number of shares outstanding of Class A common stock, basic and diluted, as restated (in Shares) | 13,800,000 | 13,317,992 | ||||||
Operating expenses: | ||||||||
Basic and diluted net income (loss) per share, Class A common stock, as restated (in Dollars per share) | $ 0.09 | $ (0.47) | ||||||
[1] | The shares and the associated amounts have been retroactively restated to reflect a 1:1.2 stock split of Class B common stock on April 6, 2021, resulting in an aggregate of 13,800,000 shares of Class B common stock outstanding (see Note 5). | |||||||
[2] | This number excludes an aggregate of up to 1,800,000 Class B common stock subject to forfeiture by the Sponsor if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) - USD ($) | Class ACommon Stock | Class BCommon Stock | Series A Convertible Preferred StockEQRx, INC. | Series B Convertible Preferred StockEQRx, INC. | Common StockEQRx, INC. | Additional Paid-in CapitalEQRx, INC. | Additional Paid-in Capital | Accumulated DeficitEQRx, INC. | Accumulated Deficit | EQRx, INC. | Total | |
Balance at Aug. 25, 2019 | ||||||||||||
Balance (in Shares) at Aug. 25, 2019 | ||||||||||||
Issuance of common stock | $ 2,000 | 2,000 | ||||||||||
Issuance of common stock (in Shares) | 20,500,000 | |||||||||||
Net income (loss) | (8,508,000) | (8,508,000) | ||||||||||
Balance at Dec. 31, 2019 | $ 2,000 | (8,508,000) | (8,506,000) | |||||||||
Balance (in Shares) at Dec. 31, 2019 | 20,500,000 | |||||||||||
Issuance of Series A convertible preferred stock, net of issuance costs | $ 243,536,000 | |||||||||||
Issuance of Series A convertible preferred stock, net of issuance costs (in Shares) | 262,070,014 | |||||||||||
Issuance of common stock | $ 1,000 | 1,000 | ||||||||||
Issuance of common stock (in Shares) | 12,000,000 | |||||||||||
Vesting of restricted common stock | $ 2,000 | 45,000 | 47,000 | |||||||||
Vesting of restricted common stock (in Shares) | 14,384,373 | |||||||||||
Modification of restricted common stock | $ (2,000) | (2,000) | ||||||||||
Modification of restricted common stock (in Shares) | (19,250,000) | |||||||||||
Stock-based compensation | 120,000 | 120,000 | ||||||||||
Net income (loss) | (72,370,000) | (72,370,000) | ||||||||||
Balance at Sep. 30, 2020 | $ 243,536,000 | $ 3,000 | 165,000 | (80,878,000) | (80,710,000) | |||||||
Balance (in Shares) at Sep. 30, 2020 | 262,070,014 | 27,634,373 | ||||||||||
Balance at Dec. 31, 2019 | $ 2,000 | (8,508,000) | (8,506,000) | |||||||||
Balance (in Shares) at Dec. 31, 2019 | 20,500,000 | |||||||||||
Issuance of Series A convertible preferred stock, net of issuance costs | $ 243,536,000 | |||||||||||
Issuance of Series A convertible preferred stock, net of issuance costs (in Shares) | 262,070,014 | |||||||||||
Issuance of common stock | $ 1,000 | 1,000 | ||||||||||
Issuance of common stock (in Shares) | 12,000,200 | |||||||||||
Issuance of Series B convertible preferred stock, net of issuance costs | $ 496,619,000 | |||||||||||
Issuance of Series B convertible preferred stock, net of issuance costs (in Shares) | 181,261,150 | |||||||||||
Vesting of restricted common stock | $ 2,000 | 69,000 | 71,000 | |||||||||
Vesting of restricted common stock (in Shares) | 19,168,743 | |||||||||||
Modification of restricted common stock | $ (2,000) | (2,000) | ||||||||||
Modification of restricted common stock (in Shares) | (19,250,000) | |||||||||||
Stock-based compensation | 346,000 | 346,000 | ||||||||||
Net income (loss) | (249,983,000) | (249,983,000) | ||||||||||
Balance at Dec. 31, 2020 | $ 243,536,000 | $ 496,619,000 | $ 3,000 | 415,000 | (258,491,000) | (258,073,000) | ||||||
Balance (in Shares) at Dec. 31, 2020 | 262,070,014 | 181,261,150 | 32,418,943 | |||||||||
Issuance of Series B convertible preferred stock, net of issuance costs | $ 71,256,000 | |||||||||||
Issuance of Series B convertible preferred stock, net of issuance costs (in Shares) | 26,133,332 | |||||||||||
Vesting of restricted common stock | $ 1,000 | 270,000 | 271,000 | |||||||||
Vesting of restricted common stock (in Shares) | 10,897,997 | |||||||||||
Stock-based compensation | 3,816,000 | 3,816,000 | ||||||||||
Issuance of common stock from exercise of stock options | 29,000 | $ 29,000 | ||||||||||
Issuance of common stock from exercise of stock options (in Shares) | 105,906 | 105,906 | ||||||||||
Net income (loss) | (101,233,000) | $ (101,233,000) | ||||||||||
Balance at Sep. 30, 2021 | $ 1,380 | $ 243,536,000 | $ 567,875,000 | $ 4,000 | 4,530,000 | (359,724,000) | $ (72,174,534) | (355,190,000) | $ (72,173,154) | |||
Balance (in Shares) at Sep. 30, 2021 | 13,800,000 | 262,070,014 | 207,394,482 | 43,422,846 | ||||||||
Balance at Jan. 24, 2021 | ||||||||||||
Balance (in Shares) at Jan. 24, 2021 | ||||||||||||
Issuance of Class B common stock to Sponsor | [1],[2] | $ 1,380 | 23,620 | 25,000 | ||||||||
Issuance of Class B common stock to Sponsor (in Shares) | [1],[2] | 13,800,000 | ||||||||||
Net income (loss) | (751) | (751) | ||||||||||
Balance at Feb. 04, 2021 | $ 1,380 | 23,620 | (751) | 24,249 | ||||||||
Balance (in Shares) at Feb. 04, 2021 | 13,800,000 | |||||||||||
Balance at Jan. 24, 2021 | ||||||||||||
Balance (in Shares) at Jan. 24, 2021 | ||||||||||||
Issuance of Class B common stock to Sponsor | $ 1,380 | 23,620 | 25,000 | |||||||||
Issuance of Class B common stock to Sponsor (in Shares) | 13,800,000 | |||||||||||
Net income (loss) | (36,417) | (36,417) | ||||||||||
Balance at Mar. 31, 2021 | $ 1,380 | 23,620 | (36,417) | (11,417) | ||||||||
Balance (in Shares) at Mar. 31, 2021 | 13,800,000 | |||||||||||
Accretion to Class A common stock subject to possible redemption amount | (23,620) | (47,946,543) | (47,970,163) | |||||||||
Net income (loss) | (31,803,898) | (31,803,898) | ||||||||||
Balance at Jun. 30, 2021 | $ 1,380 | (79,786,858) | (79,785,478) | |||||||||
Balance (in Shares) at Jun. 30, 2021 | 13,800,000 | |||||||||||
Accretion to Class A common stock subject to possible redemption amount | 1,068,009 | 1,068,009 | ||||||||||
Net income (loss) | 6,544,315 | 6,544,315 | ||||||||||
Balance at Sep. 30, 2021 | $ 1,380 | $ 243,536,000 | $ 567,875,000 | $ 4,000 | $ 4,530,000 | $ (359,724,000) | $ (72,174,534) | $ (355,190,000) | $ (72,173,154) | |||
Balance (in Shares) at Sep. 30, 2021 | 13,800,000 | 262,070,014 | 207,394,482 | 43,422,846 | ||||||||
[1] | The shares and the associated amounts have been retroactively restated to reflect a 1:1.2 stock split of Class B common stock on April 6, 2021, resulting in an aggregate of 13,800,000 shares of Class B common stock outstanding (see Note 5). | |||||||||||
[2] | This number includes up to 1,800,000 shares of Class B common stock subject to forfeiture by the Sponsor if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) (Parentheticals) - EQRx, INC. - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Series A Convertible Preferred Stock | |||
Net of issuance costs | $ 347 | $ 347 | |
Series B Convertible Preferred Stock | |||
Net of issuance costs | $ 169 | $ 381 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Cash Flows - USD ($) | Feb. 04, 2021 | Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Cash Flows from Operating Activities: | ||||||
Net loss | $ (751) | $ (25,296,000) | ||||
Offering costs associated with derivative warrant liabilities | 1,006,114 | |||||
Income from investments held in Trust Account | (15,433) | |||||
Change in the fair value of derivative warrant liabilites | 6,673,600 | |||||
Loss upon issuance of private placement warrants | 15,213,332 | |||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Prepaid expenses | (87,249) | |||||
Accrued expenses | 751 | 1,893,764 | ||||
Accounts payable | 21,250 | |||||
Franchise tax payable | 134,296 | |||||
Net cash used in operating activities | (456,326) | |||||
Cash deposited in Trust Account | (552,000,000) | |||||
Net cash used in investing activities | (552,000,000) | |||||
Cash Flows from Financing Activities: | ||||||
Proceeds from note payable to related party | 149,000 | |||||
Repayment of note payable to related party | (200,000) | |||||
Proceeds received from initial public offering, gross | 552,000,000 | |||||
Proceeds received from private placement | 13,040,000 | |||||
Offering costs paid | (11,551,067) | |||||
Underwriter fee reimbursement | 1,104,000 | |||||
Net cash provided by financing activities | 554,541,933 | |||||
Increase in cash, cash equivalents and restricted cash | 2,085,607 | |||||
Cash – beginning of the period | ||||||
Cash – end of the period | 2,085,607 | $ 2,085,607 | ||||
Offering costs paid in exchange for issuance of Class B common stock to Sponsor | 25,000 | 25,000 | ||||
Offering costs included in accrued expenses | $ 4,249 | 70,000 | ||||
Offering costs paid by related party under promissory note | 51,000 | |||||
Deferred underwriting commissions in connection with the initial public offering | 19,320,000 | |||||
EQRx, INC. [Member] | ||||||
Cash Flows from Operating Activities: | ||||||
Net loss | $ (8,508,000) | (101,233,000) | $ (72,370,000) | $ (249,983,000) | ||
Stock based compensation | 3,816,000 | 120,000 | 346,000 | |||
Depreciation expense | 874,000 | 70,000 | 338,000 | |||
Non-cash lease expense | 623,000 | 221,000 | 222,000 | |||
Change in fair value of convertible promissory notes | 3,882,000 | |||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Accrued expenses | 1,114,000 | 8,768,000 | 4,229,000 | 9,851,000 | ||
Prepaid expenses and other assets | (67,000) | (17,529,000) | (1,437,000) | (2,604,000) | ||
Accounts payable | 976,000 | 1,885,000 | (96,000) | 324,000 | ||
Net cash used in operating activities | (2,603,000) | (102,796,000) | (69,263,000) | (241,506,000) | ||
Purchases of property and equipment | (78,000) | (344,000) | (1,962,000) | (2,980,000) | ||
Net cash used in investing activities | (78,000) | (344,000) | (1,962,000) | (2,980,000) | ||
Cash Flows from Financing Activities: | ||||||
Proceeds from issuance of convertible preferred stock, net of issuance costs | 71,256,000 | 217,703,000 | 714,534,000 | |||
Proceeds from issuance of convertible promissory notes | 22,000,000 | |||||
Payment of deferred transaction costs | (1,701,000) | |||||
Proceeds from issuance of common stock | 3,000 | 373,000 | 857,000 | 945,000 | ||
Net cash provided by financing activities | 22,003,000 | 69,928,000 | 218,560,000 | 715,479,000 | ||
Increase in cash, cash equivalents and restricted cash | 19,322,000 | (33,212,000) | 147,335,000 | 470,993,000 | ||
Cash and restricted cash, beginning of period | 490,315,000 | 19,322,000 | 19,322,000 | |||
Cash and restricted cash, end of period | 19,322,000 | 457,103,000 | 457,103,000 | 166,657,000 | 490,315,000 | |
Cash – beginning of the period | 489,682,000 | 18,478,000 | 18,478,000 | |||
Cash – end of the period | 18,478,000 | $ 456,470,000 | 456,470,000 | 489,682,000 | ||
Purchases of property, plant and equipment included in accounts payable | 20,000 | 289,000 | ||||
Deferred transaction costs included in accrued expenses | 250,000 | |||||
Issuance costs for convertible preferred stock included in accounts payable and accrued expenses | 220,000 | |||||
Right of use asset obtained in exchange for lease obligation | $ 6,931,000 | $ 6,931,000 |
Description of Organization and
Description of Organization and Business Operations | Feb. 04, 2021 | Sep. 30, 2021 |
Accounting Policies [Abstract] | ||
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations CM Life Sciences III Inc. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on January As of February -operating The Company’s sponsor is CMLS Holdings III LLC, a Delaware limited liability company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering of 48,000,000 units at $10.00 per unit (the “Units”) (or 55,200,000 units if the underwriters’ over -allotment -allotment The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post -transaction Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Proposed Public Offering, including proceeds of the Private Placement Warrants, will be held in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will invest 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 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 24months from the closing of the Proposed Public Offering 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 24months from the closing of the Proposed Public Offering or during any Extension Period or with respect to any other material provisions relating to stockholders’ rights or pre -initial The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares upon the completion of the initial Business Combination at a per -share The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 24months from the closing of the Proposed Public Offering to complete the initial Business Combination (the “Combination Period”) or during any extended period of time that the Company may have to consummate an initial Business Combination as a result of an amendment to its amended and restated certificate of incorporation (an “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 (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 Proposed Public Offering (including in open market and privately -negotiated 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 Proposed Public Offering 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. | Note 1 — Description of Organization and Business Operations CM Life Sciences III Inc. (the “Company”) is a blank check company incorporated as a Delaware corporation on January 25, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating 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 September 30, 2021, the Company had not commenced any operations. All activity for the period from January 25, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the preparation for the initial public offering (the “Initial Public Offering”) described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non -operating The Company’s sponsor is CMLS Holdings III LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on April 6, 2021. On April 9, 2021, the Company consummated its Initial Public Offering of 55,200,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 7,200,000 additional Units to cover over -allotments -Allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 8,693,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor and certain of the Company’s directors (and/or entities controlled by them), generating proceeds of approximately $13.0 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $552.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -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 Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post -transaction The Company will provide its holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares upon the completion of the initial Business Combination at a per -share The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 24 months from the closing of the Initial Public Offering, or April 9, 2023, to complete the initial Business Combination (the “Combination Period”) or during any extended period of time that the Company may have to consummate an initial Business Combination as a result of an amendment to its amended and restated certificate of incorporation (an “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 The Sponsor and the Company’s officers and directors 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 Initial Public Offering (including in open market and privately -negotiated The Sponsor 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 Initial Public Offering 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. Proposed Business Combination On August 5, 2021, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with EQRx, Inc., a Delaware corporation (“EQRx”), and Clover III Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”). On October 28, 2021, the Company entered into an amendment (the “Amendment”) to the Merger Agreement. Business Combination Pursuant to the terms of the Merger Agreement, the Company will acquire EQRx through the merger of Merger Sub with and into EQRx, with EQRx surviving as a wholly -owned affirmative vote of the holders of a majority of the shares of the Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”) then outstanding and entitled to vote thereon at the Special Meeting, voting separately as a single series. The Merger and the other transactions contemplated by the Merger Agreement (collectively, the “EQRx Business Combination”) were approved by the boards of directors of each of the Company and EQRx. The EQRx Business Combination is expected to close in the fourth quarter of 2021, following the receipt of the required approval by EQRx’s and the Company’s stockholders and the satisfaction of certain other customary closing conditions. Business Combination Consideration At the effective time of the Merger (the “Effective Time”), each share of EQRx’s common stock and preferred stock (collectively, “EQRx Capital Stock”) 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 EQRx’s stockholder (as applicable) being entitled to receive a number of shares of Class A Common Stock equal to: (x) such EQRx stockholder’s total shares of EQRx Capital Stock multiplied by (y) the number equal to the final quotient of: (i) $3,650,000,000 divided by (ii) 10 divided by (iii) the Aggregate Company Share Amount (as defined in the Merger Agreement). In addition, at the Effective Time, each outstanding option to purchase EQRx Capital Stock will be rolled over into options to purchase Class A Common Stock, as further set forth in and in accordance with the terms of the Merger Agreement; and each outstanding EQRx restricted stock award will be cancelled and converted into restricted stock awards of Class A Common Stock calculated in accordance with the terms of the Merger Agreement. Refer to the Company’s current report on Form 8 -K Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 Liquidity and Capital Resources As of September 30, 2021, the Company had approximately $2.1 million in cash, and working capital of approximately $54,000. The Company’s liquidity needs through September 30, 2021 were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for issuance of the Founder Shares (as defined in Note 5), loan proceeds from the Sponsor of $156,000 under the Note (as defined in Note 5) and the proceeds from the consummation of the Private Placement not held in the Trust Account. Subsequent to March 31, 2021, the Company borrowed an additional amount of $44,000, for a total of $200,000 outstanding balance under the Note. On April 9, 2021, the Company repaid the Note in full and borrowings under the Note are no longer available. Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor may, but is not obligated to, provide us Working Capital Loans (as defined in Note 5). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loan. Management has determined that the Company has access to funds from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet the Company’s needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the 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. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | Feb. 04, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014 -15 Sponsor that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Public Offering or one year from the date of issuance of these financial statements. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor 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 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. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Deferred Offering Costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 1,800,000 -allotment Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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 February The provision for income taxes was deemed to be immaterial for the period from January 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. | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10 -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s prospectus as filed with the SEC on April 8, 2021 which contains the audited financial statements and the notes thereto. Restatement to Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480 -10-S99 for the Class A common stock subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. In accordance with SEC Staff Accounting Bulletin No. -K -IPO -Q -IPO The impact of the restatement to the Post -IPO -in As of April 9, 2021 As Adjustment As Restated Total assets $ 553,896,081 $ 553,896,081 Total liabilities $ 66,145,110 $ 66,145,110 Class A common stock subject to possible redemption 482,750,970 69,249,030 552,000,000 Preferred stock — — — Class A common stock 692 (692 ) — Class B common stock 1,380 — 1,380 Additional paid-in capital 21,301,795 (21,301,795 ) — Accumulated deficit (16,303,866 ) (47,946,543 ) (64,250,409 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (69,249,030 ) $ (64,249,029 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 553,896,081 $ — $ 553,896,081 The impact of the restatement on the financial statements for the Affected Quarterly Period is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: As of June 30, 2021 As Adjustment As Restated Total assets $ 553,337,784 $ 553,337,784 Total liabilities $ 81,123,261 $ 81,123,261 Class A common stock subject to possible redemption 467,214,520 84,785,480 552,000,000 Preferred stock — — — Class A common stock 848 (848 ) — Class B common stock 1,380 — 1,380 Additional paid-in capital 36,838,090 (36,838,090 ) — Retained earnings (accumulated (31,840,315 ) (47,946,543 ) (79,786,858 ) Total stockholders’ equity (deficit) $ 5,000,003 $ (84,785,481 ) $ (79,785,478 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 553,337,784 $ — $ 553,337,784 The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from January 25, 2021 (inception) through June 30, 2021: For the period from January 25, 2021 As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 482,750,970 $ (482,750,970 ) $ — Change in value of Class A common stock subject to possible redemption $ 15,536,450 $ (15,536,450 ) $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Period: Earnings Per Share for As Reported Adjustment As Adjusted Three months ended June 30, 2021 Net loss $ (31,803,898 ) $ — $ (31,803,898 ) Weighted average shares 55,200,000 (4,852,747 ) 50,347,253 Basic and diluted earnings per share $ 0.00 $ (0.50 ) $ (0.50 ) For the period from January 25, 2021 (inception) through June 30, 2021 Net loss $ (31,840,315 ) $ — $ (31,840,315 ) Weighted average shares 55,200,000 (23,819,178 ) 31,380,822 Basic and diluted earnings per share $ 0.00 $ (0.72 ) $ (0.72 ) Earnings Per Share for As Reported Adjustment As Adjusted Three months ended June 30, 2021 Net loss $ (31,803,898 ) $ — $ (31,803,898 ) Weighted average shares 13,641,758 — 13,641,758 Basic and diluted earnings per share $ 0.23 $ (0.73 ) $ (0.50 ) For the period from January 25, 2021 (inception) through June 30, 2021 Net loss $ (31,840,315 ) $ — $ (31,840,315 ) Weighted average shares 13,016,327 — 13,016,327 Basic and diluted earnings per share $ (2.33 ) $ 1.61 $ (0.72 ) Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor 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 financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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 Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed consolidated balance sheet. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility and credit risk), either directly or indirectly; and • Prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement). In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering and that will be charged to stockholders’ equity upon the completion of the Initial Public Offering. Offering costs will be 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 derivative warrant liabilities will be expensed as incurred, presented as non -operating -current Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants will be recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering were estimated using a Monte Carlo model. The fair value of the Public Warrants as of September 30, 2021 is based on observable listed prices for such warrants. The fair value of the Private Placement Warrants as of September 30, 2021 is determined using Black -Scholes -current 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 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 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, as of Initial Public Offering, 55,200,000 Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid -in Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021. 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 subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A Common Stock and Class B Common Stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 19,733,333 -dilutive The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the For the Period From Class A Class B Class A Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 5,235,452 $ 1,308,863 $ (19,026,658 ) $ (6,269,343 ) Denominator: Basic and diluted weighted average common stock outstanding 55,200,000 13,800,000 40,418,410 13,317,992 Basic and diluted net income (loss) per common stock $ 0.09 $ 0.09 $ (0.47 ) $ (0.47 ) Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020 -06 Debt -Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging -Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -06 -06 -linked -06 -06 Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | ||
EQRx, INC. [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||
Basis of Presentation and Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated interim financial statements and accompanying notes include the accounts of the Company, EQRx Securities Holding Corporation, a wholly -owned -owned Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2020 and the related notes, which provide a more complete discussion of the Company’s accounting policies and certain other information. The December 31, 2020 condensed consolidated balance sheet was derived from the Company’s audited financial statements. These unaudited condensed consolidated interim financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s condensed consolidated financial position as of September 30, 2021 and its results of operations and cash flows for the nine months ended September 30, 2021 and 2020. The results of operations for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other future annual or interim period. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions, based on judgments considered reasonable, which 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 periods. The Company bases its estimates and assumptions on historical experience, known trends and events and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the valuation of the Company’s common stock, the accrual of research and development and manufacturing expenses and stock -based Recently Issued Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019 -12 -12 -to-date -12 -to-date -to-date -to-date -12 -12 -12 | 2. SUMMARY OF SIGNIFICANT ACOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of EQRx Securities Holding Corporation, a wholly -owned -owned Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions, based on judgments considered reasonable, which 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. The Company bases its estimates and assumptions on historical experience, known trends and events and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the valuation of the Company’s convertible promissory notes and common stock, the accrual of research and development and manufacturing expenses and stock -based Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents as of December The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet that sum to the total of the same such amount shown in the consolidated statement of cash flows (in thousands): December 31, 2020 2019 Cash and cash equivalents $ 489,682 $ 18,478 Restricted cash 633 844 Total cash and restricted cash $ 490,315 $ 19,322 Amounts included in restricted cash as of December Concentrations of Credit Risk and Significant Suppliers Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents. The Company mitigates this risk by maintaining its cash and cash equivalents with high quality, accredited financial institutions. The management of the Company’s investments is not discretionary on the part of these financial institutions. As of December -balance The Company is dependent on third -party Fair Value Option As permitted under Accounting Standards Codification (“ASC”) 825, Financial Instruments Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined 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. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • • • -observable The carrying amounts of the Company’s prepaid and other current assets, accounts payable and accrued liabilities, approximate fair value due to their short maturities. The following tables present information about the Company’s financial instruments that are measured at fair value on a recurring basis and the level of inputs used in such measurements (in thousands): December 31, 2020 Amortized Gross Gross Aggregate Fair Financial assets Cash equivalents: Money market funds 361,087 — — 361,087 Level 1 Commercial bonds (due within 90 days) 32,059 — — 32,059 Level 2 Commercial paper (due within 90 days) 94,536 — — 94,536 Level 2 Total financial assets $ 487,682 $ — $ — $ 487,682 December 31, 2019 Amortized Gross Gross Aggregate Fair Financial liabilities Convertible promissory notes $ 25,882 $ — $ — $ 25,882 Level 2 Total financial liabilities $ 25,882 $ — $ — $ 25,882 In determining the fair value of its cash equivalents at each date presented above, the Company relied on quoted prices for similar securities in active markets or using other inputs that are observable or can be corroborated by observable market data. The Company did not have any financial assets or liabilities during any of the periods presented in the accompanying consolidated financial statements that required Level 3 inputs. The Company elected the fair value option to account for its October 2019 Notes. The fair value of the October 2019 Notes was estimated using the actual conversion rate utilized when the October 2019 Notes were converted on January Lease Agreements Under ASC Topic 842, Leases -of-use Right -of-use -of-use -of-use -line The Company has lease agreements with lease and non -lease Property and Equipment Property and equipment consist of leasehold improvements, furniture, computer equipment, and capitalized website development costs. The Company capitalizes certain costs incurred during the application development stage related to the development of internal -use -implementation -implementation Property and equipment are recorded at cost and depreciated on a straight -line Upon retirement or sale, the cost of the disposed asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized. The Company reviews its long -lived Cloud Computing Arrangements The Company defers implementation costs incurred in cloud computing hosting arrangements in accordance with Accounting Standards Update (“ASU”) 2018 -15 -line Classification and Accretion of Convertible Preferred Stock The Company’s convertible preferred stock is classified outside of stockholders’ equity (deficit) on the consolidated balance sheet because the holders of such shares have liquidation rights in the event of a deemed liquidation that, in certain situations, are not solely within the control of the Company and would require the redemption of the then -outstanding Research and Development Funding In October 2019, the Company provided Crimson Biopharm (“Crimson”) with $1.0 In October 2020, the Company amended the Crimson Notes to extend their original maturity dates. The 2019 Crimson Note matures on October The Company evaluated the arrangement with Crimson and concluded that it represents a research and development funding arrangement. As the convertible promissory note purchase agreements do not specify exactly how the funding is to be spent with respect to the continued development of the Crimson asset, the $1.5 Research and Development Costs Research and development expenses for the year ended December -based -party -related -related Research and development costs are expensed as incurred. The Company estimates preclinical study and clinical trial expenses based on the services performed pursuant to contracts with research institutions, contract research organizations, and clinical manufacturing organizations, that conduct and manage preclinical studies and clinical trials on the Company’s behalf based on actual time and expenses incurred by them. Further, the Company accrues expenses related to clinical trials based on the level of patient activity according to the related agreement. The Company monitors patient enrollment levels and related activity to the extent reasonably possible and adjusts estimates accordingly. The Company accounts for nonrefundable advance payments for goods and services that will be used in future research and development activities as expenses when the services have been performed or when the goods have been received rather than when the payment is made. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in reporting amounts that are too high or too low in any particular period. To date, there have not been any material adjustments to the Company’s prior estimates of accrued research and development expenses. Stock-Based Compensation The Company recognizes stock -based -line The Company estimates the fair value of stock options using the Black -Scholes -free Expected Term — Expected Volatility — -specific Risk Free Interest Rate — -free Expected Dividend — The Company classifies stock -based The Company recognizes stock -based -line Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. The Company accounts for uncertainty in income taxes recognized. If the tax position is deemed more -likely-than-not Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ deficit that result from transactions and economic events other than those with stockholders. During the year ended December Net Loss Per Share The Company’s net loss is equivalent to net loss attributable to common stockholders for all periods presented. Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the sum of the weighted average number of common shares outstanding during the period and the effect of dilutive securities. The Company applies the two -class -class -dilutive Collaborative Arrangements The Company analyzes its collaboration arrangements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and therefore within the scope of ASC 808, Collaborative Arrangements -customer Revenue from Contracts with Customers. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available and regulatory reviewed by the chief operating decision maker (“CODM”), or decision -making -lived Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018 -15 Intangibles -Goodwill and Other -Internal Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract -use -15 -15 -current In August 2018, the FASB issued ASU 2018 -13 Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement -13 -13 Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019 -12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes -12 -to-date -12 -to-date -to-date -to-date -12 each interim period based on its estimated annual effective tax rate. ASU 2019 -12 -12 |
Initial Public Offering
Initial Public Offering | 8 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On April 9, 2021, the Company consummated its Initial Public Offering of 55,200,000 Units, including 7,200,000 Over -Allotment Each Unit consists of one share of Class A Common Stock and one -fifth |
Private Placement
Private Placement | Feb. 04, 2021 | Sep. 30, 2021 |
Private Placement Disclosure [Abstract] | ||
Private Placement | Note 4 — Private Placement The Sponsor and our independent director nominees have severally agreed to purchase an aggregate of 7,733,333 warrants (or 8,693,333 warrants if the underwriters’ over -allotment -allotment -allotment -Kesse 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 being sold in the Proposed Public Offering. | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 8,693,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, to the Sponsor and certain of the Company’s directors (and/or entities controlled by them), generating proceeds of approximately $13.0 million. Of these, the Sponsor purchased 8,110,001 Private Placement Warrants, and each of Mr. Henry, Mr. Robins and Dr. Robins (and/or one or more entities controlled by them) purchased 166,666 Private Placement Warrants and Mr. Owusu -Kesse The Private Placement Warrants were identical to the warrants sold in the Initial Public Offering, 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 Initial Public Offering. |
Related Party Transactions
Related Party Transactions | Feb. 04, 2021 | Sep. 30, 2021 |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On February -Kesse -allotment 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 -trading -up Promissory Note — Related Party On February -interest Working Capital 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 February Forward Purchase In connection with the consummation of the Proposed Public Offering, the Company has entered into separate forward purchase agreements with affiliates of the Sponsor, in their capacities as investment advisors on behalf of one or more investment funds, clients or accounts managed by affiliates of the Sponsor (collectively, the “Clients”), pursuant to which, the affiliates will cause certain Clients to purchase from the Company up to an aggregate amount of 15,000,000 | Note 5 — Related Party Transactions Founder Shares On February 4, 2021, the Sponsor paid $25,000, or approximately $0.002 per share, to cover certain offering costs in consideration for 11,500,000 -Kesse -allotment -allotment The initial stockholders 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 -trading -up Promissory Note — Related Party On February 4, 2021, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). This loan was non -interest Working Capital 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 September 30, 2021, the Company had no borrowings under the Working Capital Loans. Forward Purchase Agreements On April 6, 2021, the Company entered into separate forward purchase agreements with affiliates of the Sponsor, in their capacities as investment advisors on behalf of one or more investment funds, clients or accounts managed by affiliates of the Sponsor (collectively, the “Clients”), pursuant to which, the affiliates will cause certain Clients to purchase from the Company up to an aggregate amount of 15,000,000 |
Commitments and Contingencies
Commitments and Contingencies | Feb. 04, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies [Line Items] | ||||
Commitments and Contingencies | Note 6 — Commitments and Contingencies Risks and Uncertainties Management is currently evaluating the impact of the COVID -19 Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the Proposed Public Offering, (ii) Private Placement Warrants which will be issued in a private placement simultaneously with the closing of the Proposed Public Offering 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 Underwriting Agreement The Company will grant the underwriters a 45 -day -allotments The underwriters will be entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the Proposed Public Offering, or $9,600,000 (or up to $11,040,000 if the underwriters’ over -allotment -allotment | Note 6 — Commitments and Contingencies Registration Rights The holders of the (i) Founder Shares, (ii) Private Placement Warrants 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, had 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 Underwriting Agreement The Company granted the underwriters a 45 -day -allotments -allotment The underwriters were entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the Initial Public Offering, or approximately $11.0 million. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering, or approximately $19.3 million if the underwriters’ over -allotment | ||
EQRx, INC. [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Commitments and Contingencies | 11. COMMITMENT AND CONTINGENCIES Operating Leases In December 2019, the Company entered into a non -cancellable -month -month -line During the year ended December 31, 2020, the Company completed a buildout of the leased office space and received the $1.0 million improvement allowance from Surface in January 2021. The Company determined that it owns the leasehold improvements and, as such, reflected the $1.0 million leasehold improvement as property and equipment in the consolidated balance sheet as of December 31, 2020. Pursuant to the Lease Agreement the Company provided a security deposit in the form of a letter of credit in the amount of $0.8 million, which was reduced during the year ended December 31, 2020 to $0.6 million upon providing confirmation in writing of raising a Series A equal to or greater than $100.0 million. The Company took possession of the leased space provided for under the Lease Agreement on January 1, 2020. The following table summarizes the effect of lease costs in the Company’s condensed consolidated statements of operations and comprehensive loss (in thousands): Nine Months Ended September 30, Classification 2021 2020 Operating lease costs Research and development $ 916 $ 659 General and administrative 1,039 1,297 Variable lease costs (1) Research and development 286 162 General and administrative 326 306 Total lease costs $ 2,567 $ 2,424 ____________ (1) Variable lease costs include the Company’s proportionate share of operating expenses, property taxes, utilities and parking for the building in which the leased space is located. The Company made cash payments under the lease agreement of $3.0 million and $2.2 million during the nine months ended September 30, 2021 and 2020, respectively. Legal Proceedings From time to time, the Company may become subject to legal proceedings and claims which arise in the ordinary course of its business. The Company records a liability in its consolidated financial statements for these matters when a loss is known or considered probable, and the amount can be reasonably estimated. The Company reviews these estimates each accounting period as additional information is known and adjusts the loss provision when appropriate. If a matter is both probable to result in a liability and the amounts of loss can be reasonably estimated, the Company estimates and discloses the possible loss or range of loss to the extent necessary to make the consolidated financial statements not misleading. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in its consolidated financial statements. As of September 30, 2021, the Company is not party to any material litigation. | 10. COMMITMENT AND CONTINGENCIES Operating Leases In December 2019, the Company entered into a non -cancellable -month -month -line During the year ended December Pursuant to the Lease Agreement the Company provided a security deposit in the form of a letter of credit in the amount of $0.8 The Company took possession of the leased space provided for under the Lease Agreement on January -of-use The following table summarizes the effect of lease costs in the Company’s consolidated statements of operations and comprehensive loss for the year ended December Classification Year Ended Operating lease costs Research and development $ 939 General and administrative 1,669 Variable lease costs (1) Research and development 240 General and administrative 410 Total lease costs $ 3,258 ____________ (1) Variable lease costs include the Company’s proportionate share of operating expenses, property taxes, utilities and parking for the building in which the leased space is located. The Company made cash payments of $3.0 As of December Total lease payments as of December Year ending December 31, 2021 $ 2,128 2022 3,255 2023 272 2024 — 2025 — Thereafter — Total lease payments 5,655 Less: Imputed interest (570) Total future minimum lease obligations (lease liability) $ 5,085 Legal Proceedings From time to time, the Company may become subject to legal proceedings and claims which arise in the ordinary course of its business. The Company records a liability in its consolidated financial statements for these matters when a loss is known or considered probable, and the amount can be reasonably estimated. The Company reviews these estimates each accounting period as additional information is known and adjusts the loss provision when appropriate. If a matter is both probable to result in a liability and the amounts of loss can be reasonably estimated, the Company estimates and discloses the possible loss or range of loss to the extent necessary to make the consolidated financial statements not misleading. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in its consolidated financial statements. As of December |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 8 Months Ended |
Sep. 30, 2021 | |
Class Common Stock Subject To Possible Redemption [Abstract] | |
Class A Common Stock Subject to Possible Redemption | Note 7 — Class A Common Stock Subject to Possible Redemption The Company’s Class A Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 380,000,000 The Class A Common Stock subject to possible redemption reflected on the condensed consolidated balance sheet is reconciled on the following table: Gross proceeds from Initial Public Offering $ 552,000,000 Less: Fair value of Public Warrants at issuance (17,995,200 ) Offering costs allocated at Class A Common Stock subject to possible redemption (28,906,954 ) Plus: Accretion on Class A Common Stock subject to possible redemption 46,902,154 Class A Common Stock subject to possible redemption $ 552,000,000 |
Stockholders_ Deficit
Stockholders’ Deficit | Feb. 04, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Stockholders’ Deficit [Line Items] | |||
Stockholders’ Deficit | Note 7 — Stockholder’s Equity Preferred stock — The Company is authorized to issue 1,000,000 Class A common stock — The Company is authorized to issue 380,000,000 Class B common stock — The Company is authorized to issue 20,000,000 been retroactively restated to reflect the aforementioned stock split. Of the 13,800,000 -allotment Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. 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 -linked -converted -linked -linked -for-one Warrants — No warrants are currently outstanding. Each whole warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issue additional shares of Class A common stock or equity -linked price per share of Class A common stock equals or exceeds $10.00” 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 under “— 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. The warrants will become exercisable 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, 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 Redemption 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 (except as described herein with respect to the Private Placement Warrants): • • • -day • -trading Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. • • • -trading • -trading 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 0.361shares of Class A common stock per warrant (subject to adjustment). | Note 8 — Stockholders’ Deficit Preferred stock Class A Common Stock Class B Common Stock Holders of Class A Common Stock and holders of Class B Common Stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. 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 -linked -converted -linked -linked -for-one | |
EQRx, INC. [Member] | |||
Stockholders’ Deficit [Line Items] | |||
Stockholders’ Deficit | 6. CONVERTIBLE PREFERRED STOCK The Company has issued shares of Series A and Series B (collectively, the “Convertible Preferred Stock”). As of December Series A On January In January, February, June and July 2020 (the “Initial Closings”), the Company sold a total of 126,262,623 Based upon the terms of the Series A Purchase Agreement, the investors that participated in the Initial Closings were obligated to purchase an additional 107,994,846 -outstanding Series B On November Based upon the terms of the Series B Purchase Agreement, after the Series B Initial Closing, the Company may sell, in one or more additional closings, 191,473,066 additional shares of Series B to one or more purchasers who are existing stockholders of the Company or are mutually acceptable to the Company and its board of directors, provided that (a) such subsequent closings are consummated prior to March On January The following table summarize the Company’s outstanding Convertible Preferred Stock as of December Shares Shares Issued Carrying Value Liquidation Conversion Series A 262,070,014 262,070,014 $ 243,536 $ 243,882 $ 0.9306 Series B 191,473,066 181,261,150 496,619 497,000 $ 2.7419 Balance at December 31, 2020 453,543,080 443,331,164 $ 740,155 $ 740,882 Convertible Preferred Stock Rights and Preferences The holders of the Convertible Preferred Stock have the following rights and preferences as of December Dividends — -cumulative Liquidation/Redemption — in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. Voting — The holders of the shares of Series A, exclusively and as a separate class, shall be entitled to elect four directors of the Company. Holders of the shares of common stock and Series A, exclusively and voting together as a single class, shall be entitled to elect the balance of the total number of directors of the Company. Conversion Rights The Company is required to maintain sufficient shares of common stock authorized but unissued at all times to affect a conversion of all Convertible Preferred Stock outstanding. Mandatory Conversion a. the closing of the sale of shares of common stock to the public pursuant to an effective registration statement resulting in $60.0 b. the vote or written consent of at least 55% of the then outstanding Convertible Preferred Stock holders. If, during the period commencing on the Series B Original Issue Date and ending on or before the first to occur of (i) the second anniversary of the Series B Original Issue Date or (ii) the issuance by the Company in a bona fide financing transaction of shares of preferred stock (other than Series A or Series B), a mandatory conversion is proposed to be effected in connection with, or in contemplation of, a Deemed Liquidation Event that would result in per share proceeds to the holders of Series B of less than $2.7419 per share. Such proposed mandatory conversion shall also require the written consent or affirmative vote of at least 55% of the outstanding shares of Series B. Anti -dilution -dilution In anticipation of the closing of the Series B in November 2020, the Company amended its certificate of incorporation and certain rights and preferences pertaining to the Series A. The amendment to the certificate of incorporation revised: (1) the mandatory conversion feature; (2) the liquidation preference for the Series A holders; and (3) the protective voting rights of the Series A shares. The Company assessed each of the revisions made to the Series A pursuant to the amended certificate of incorporation and concluded that they should be accounted for as modifications to the terms of the Series A and that there was no transfer of value to be recorded in the Company’s consolidated balance sheet for the year -ended |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 8 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Warrant Liabilities | Note 9 — Derivative Warrant Liabilities As of September 30, 2021, there were 11,040,000 and 8,693,333 Public Warrants and Private Placement Warrants outstanding, respectively. Each whole Public Warrant will entitle the holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issue additional shares of Class A Common Stock or equity -linked Common Stock equals or exceeds $10.00” 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 under “— 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. The warrants will become exercisable 30 days after the completion of its initial Business Combination and will expire five The Company 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 Redemption 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 (except as described herein with respect to the Private Placement 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 (the “30-day redemption period”); and • if, and only if, the closing price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted) 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. Redemption 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” (as defined below) of the Company’s Class A Common Stock except as otherwise described below; • if, and only if, the closing price of the Company’s Class A Common Stock equals or exceeds $10.00 per Public 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. 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 The Company will account for the 19,733,333 warrants issued in accordance with the guidance contained in ASC 815 -40 -for-fixed The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation and Black -Scholes -measurement -measurement |
Fair Value Measurements
Fair Value Measurements | 8 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Fair Value Measurements [Line Items] | ||
Fair Value Measurements | Note 10 — Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: Investments in Trust Account U.S. Treasury securities $ 552,015,433 $ — $ — Derivative Warrant Liabilities: Public Warrants $ 23,625,600 $ — $ — Private Placement Warrants $ — $ — $ 29,296,532 Transfers to/from Levels Level 1 instruments include investments in U.S Treasury Securities invested in U.S. government securities and, as of September 30, 2021, the Public Warrants. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants as of September 30, 2021 is measured utilizing the listed trading price. The Company utilizes a Black -Scholes The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Black -Scholes -price -free -free -coupon The following tables provide quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of As of Exercise price $ 11.50 $ 11.50 Unit price $ 10.00 $ 9.92 Volatility 23.7% – 41.0% 29.8% – 42.0% Term (years) 5.98 5.25 Risk-free rate 1.09% 1.02% Dividend yield 0.0% 0.0% The activity of derivative warrant liabilities, classified as Level Derivative warrant liabilities at January 25, 2021 (inception) $ — Derivative warrant liabilities at March 31, 2021 — Issuance of Public and Private Warrants 46,248,532 Transfer of Public Warrants to Level 1 (17,995,200 ) Change in fair value of warrant liabilites 4,868,267 Derivative warrant liabilities at June 30, 2021 33,121,599 Change in fair value of warrant liabilites (3,825,067 ) Derivative warrant liabilities at September 30, 2021 $ 29,296,532 | |
EQRx, INC. [Member] | ||
Fair Value Measurements [Line Items] | ||
Fair Value Measurements | 4. FAIR VALUE MEASUREMENTS AND FAIR VALUE OF INSTRUMENTS The following tables set forth the Company’s financial assets measured at fair value on a recurring basis and the level of inputs used in such measurements as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 Amortized Costs Gross Unrealized Gain Gross Unrealized Loss Aggregate Fair Value Fair Value Level Financial assets Cash equivalents: Money market funds $ 238,238 $ — $ — $ 238,238 Level 1 Commercial paper (due within 90 days) 216,233 — — 216,233 Level 2 Total financial assets $ 454,471 $ — $ — $ 454,471 December 31, 2020 Amortized Costs Gross Unrealized Gain Gross Unrealized Loss Aggregate Fair Value Fair Value Level Financial assets Cash equivalents: Money market funds $ 361,087 $ — $ — $ 361,087 Level 1 Commercial bonds (due within 90 days) 32,059 — — 32,059 Level 2 Commercial paper (due within 90 days) 94,536 — — 94,536 Level 2 Total financial assets $ 487,682 $ — $ — $ 487,682 In determining the fair value of its cash equivalents at each date presented above, the Company relied on quoted prices for similar securities in active markets or using other inputs that are observable or can be corroborated by observable market data. The Company did not have any financial assets or liabilities during any of the periods presented in the accompanying consolidated financial statements that required Level 3 inputs. |
Subsequent Events
Subsequent Events | Feb. 04, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Subsequent Events [Line Items] | ||||
Subsequent Events | Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to April In February 2021, the Sponsor transferred 25,000 Founder Shares to each of Mr. -Kesse -share On April Subsequent to February | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. | ||
EQRx, INC. [Member] | ||||
Subsequent Events [Line Items] | ||||
Subsequent Events | 14. SUBSEQUENT EVENTS The Company has performed an evaluation of subsequent events through November | 14. SUBSEQUENT EVENTS The Company has performed an evaluation of subsequent events through August On August -combination Subject to the terms of the Merger Agreement, at the effective time of the merger (the “Effective Time”), each share of Convertible Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted into a share of Company common stock. At the Effective Time, each option to purchase Company common stock shall become an option, respectively, to purchase shares of common stock of CMLS, subject to adjustment in accordance with the exchange ratio as defined in the Merger Agreement. The proposed transaction is expected to be completed in the fourth quarter of 2021, subject to, among other things, the approval by CMLS’s stockholders, satisfaction of the conditions stated in the Merger Agreement and other customary closing conditions. There is no assurance that the transaction will be consummated. In August 2021, the Company and Relay Therapeutics, Inc. (“Relay”), a related party, entered into a discovery collaboration agreement to discover, develop, and commercialize novel medicines against validated oncology targets. Under the terms of the agreement, Relay will be responsible for the discovery phase through to IND application filing, while the Company will be responsible for clinical development, regulatory and commercialization efforts of the product candidates developed pursuant to the collaboration. Subject to certain opt -out |
Proposed Public Offering
Proposed Public Offering | Feb. 04, 2021 |
Proposed Public Offering [Abstract] | |
Proposed Public Offering | Note 3 — Proposed Public Offering Pursuant to the Proposed Public Offering, the Company intends to offer for sale 48,000,000 Units, (or 55,200,000 Units if the underwriters’ over -allotment -fifth |
Nature of Business
Nature of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
EQRx, INC. [Member] | ||
Nature of Business [Line Items] | ||
NATURE OF BUSINESS | 1. NATURE OF BUSINESS EQRx, Inc. (the “Company”) was incorporated on August 26, 2019 (“Inception”) and launched in January 2020 as a new type of pharmaceutical company committed to developing and delivering innovative medicines to patients at radically lower prices. Its mission is to improve health for all with great, innovative, affordable medicines so that people with life -changing -inflammatory Assuming it is successful in obtaining regulatory approval, the Company plans to offer its catalog of innovative medicines to payers and health systems at radically lower prices, through a simple and transparent pricing model without surprise price increases. The Company is also assembling a Global Buyers’ Club by entering into long -term -cost -registrational -generation -programmed -ligand -L1 Risks and Uncertainties The Company is subject to risks and uncertainties common to companies in the biotechnology industry, including, but not limited to, identification of product candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, establishment of relationships with strategic partners, and the ability to secure additional capital to fund operations. Product candidates in -licensed -licensed There can be no assurance that the Company’s ability to identify product candidates and subsequently research and develop those product candidates will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained both inside and outside the U.S., that any products developed will obtain necessary government regulatory approval, or that any approved products will be commercially viable. Even if the Company’s product identification and development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales, and the Company may be subject to significant competitive or litigation risks. In March 2020, the World Health Organization characterized the novel COVID -19 -19 -19 -19 -19 cause delays in the Company’s clinical trial plans and could increase expected costs, all of which could have a material adverse effect on the Company’s business and its financial condition. COVID -19 Liquidity The Company has limited operating history and anticipates that it will incur losses for the foreseeable future as it builds its internal infrastructure, identifies and acquires product candidates, and conducts the research and development of its product candidates. The Company incurred net losses of $101.2 million and $72.4 million during the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, the Company had cash, cash equivalents and restricted cash of $457.1 million, and had an accumulated deficit of $359.7 million. The Company expects that its cash, cash equivalents and restricted cash outstanding as of September 30, 2021, will be sufficient to fund its obligations for at least twelve months from the date of issuance of these condensed consolidated financial statements. | 1. NATURE OF BUSINESS EQRx, Inc. (the “Company”) was incorporated on August -changing -inflammatory Assuming it is successful in obtaining regulatory approval, the Company plans to offer its catalog of innovative medicines to payers and health systems at radically lower prices, through a simple and transparent pricing model without surprise price increases. The Company is also assembling a Global Buyers’ Club by entering into long -term -cost -registrational -generation -programmed -ligand -L1 Risks and Uncertainties The Company is subject to risks and uncertainties common to companies in the biotechnology industry, including, but not limited to, identification of product candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, establishment of relationships with strategic partners, and the ability to secure additional capital to fund operations. Product candidates in -licensed -licensed There can be no assurance that the Company’s ability to identify product candidates and subsequently research and develop those product candidates will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained both inside and outside the U.S., that any products developed will obtain necessary government regulatory approval, or that any approved products will be commercially viable. Even if the Company’s product identification and development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales, and the Company may be subject to significant competitive or litigation risks. In March 2020, the World Health Organization characterized the novel COVID -19 -19 -19 -19 national and international markets. These situations, or others associated with COVID -19 -19 Liquidity The Company has limited operating history and anticipates that it will incur losses for the foreseeable future as it builds its internal infrastructure, identifies and acquires product candidates, and conducts the research and development of its product candidates. The Company incurred a net loss of $250.0 As of December The Company expects that its cash, cash equivalents and restricted cash outstanding as of December |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 9 Months Ended |
Sep. 30, 2021 | |
EQRx, INC. [Member] | |
Cash, Cash Equivalents and Restricted Cash [Line Items] | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 3. CASH, CASH EQUIVALENTS AND RESTRICTED CASH The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows (in thousands): September 30, 2021 December 31, 2020 Cash and cash equivalents $ 456,470 $ 489,682 Restricted cash 633 633 Total cash and restricted cash $ 457,103 $ 490,315 Amounts included in restricted cash as of September 30, 2021 and December 31, 2020 consist of cash held to collateralize a letter of credit issued as a security deposit in connection with the Company’s lease of its corporate facility located in Cambridge, MA (see Note 11). |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
EQRx, INC. [Member] | ||
Property and Equipment, Net [Line Items] | ||
PROPERTY AND EQUIPMENT, NET | 5. PROPERTY AND EQUIPMENT, NET Property and equipment, net, consisted of the following (in thousands): Estimated Useful Life September 30, 2021 December 31, 2020 Property and equipment: Leasehold improvements Lesser of useful life or $ 1,492 $ 1,479 Furniture and fixtures 5 years 1,090 893 Capitalized website development 1 – 3 years 577 548 Computer equipment 3 years 189 138 Work-in-progress n.a. 74 — 3,422 3,058 Less: Accumulated depreciation (1,212 ) (338 ) Property and equipment, net: $ 2,210 $ 2,720 The Company recorded $0.9 million and $69.8 thousand of depreciation expense during the nine months ended September 30, 2021 and 2020, respectively. | 3. PROPERTY AND EQUIPMENT, NET Property and equipment, net, consisted of the following (in thousands): Estimated December 31, 2020 2019 Property and equipment: Leasehold improvements Lesser of useful life or life of lease $ 1,479 $ — Furniture and fixtures 5 years 893 — Capitalized website development 1 – 3 years 548 — Computer equipment 3 years 138 Work-in-progress n.a. — 78 3,058 78 Less: Accumulated depreciation (338 ) — Property and equipment, net: $ 2,720 $ 78 During the year ended December |
Accrued Expenses
Accrued Expenses | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accrued Expenses [Line Items] | ||
ACCRUED EXPENSES | 5. ACCRUED EXPENSES Accrued expenses consist of the following (in thousands): December 31, 2020 2019 External research and development $ 9,870 $ — Accrued professional services 723 116 Accrued consulting 334 424 Accrued compensation 120 524 Other 118 50 Total accrued expenses $ 11,165 $ 1,114 | |
EQRx, INC. [Member] | ||
Accrued Expenses [Line Items] | ||
ACCRUED EXPENSES | 6. ACCRUED EXPENSES Accrued expenses consist of the following (in thousands): September 30, 2021 December 31, 2020 External research and development $ 11,567 $ 9,870 Accrued professional services 2,187 723 Accrued consulting 1,256 334 Accrued compensation 4,874 120 Other 300 118 Total accrued expenses $ 20,184 $ 11,165 |
Convertible Preferred Stock
Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
EQRx, INC. [Member] | |
Convertible Preferred Stock [Line Items] | |
CONVERTIBLE PREFERRED STOCK | 7. CONVERTIBLE PREFERRED STOCK The Company has issued shares of Series A convertible preferred stock and Series B convertible preferred stock (collectively, the “Convertible Preferred Stock”). As of September 30, 2021, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue 469,955,057 Series A On January 10, 2020, the Company entered into a Series A Preferred Stock Purchase Agreement (“Series A Purchase Agreement”), pursuant to which it could raise up to approximately $218.0 million through the issuance of up to 234,257,469 Series A shares, excluding the issuance of shares of Series A upon conversion of the convertible promissory notes issued in October 2019 (the “October 2019 Notes”), par value $0.0001 per share, for $0.9306 per share (“Series A Original Issue Price”). In January, February, June and July 2020 (the “Initial Closings”), the Company sold a total of 126,262,623 Based upon the terms of the Series A Purchase Agreement, the investors that participated in the Initial Closings were obligated to purchase an additional 107,994,846 -outstanding Series B On November 2, 2020 (the “Series B Original Issue Date”), the Company entered into a Series B Preferred Stock Purchase Agreement, as further amended on November 18, 2020 (“Series B Purchase Agreement”), pursuant to which it immediately issued 98,654,203 Based upon the terms of the Series B Purchase Agreement, after the Series B Initial Closing, the Company may sell, in one or more additional closings, 191,473,066 additional shares of Series B to one or more purchasers who are existing stockholders of the Company or are mutually acceptable to the Company and its board of directors, provided that (a) such subsequent closings are consummated prior to March 31, 2021, (b) each such additional purchaser becomes a party to the transaction agreements, and (c) the Company may not sell and issue more than 191,473,066 On January 28, 2021, the Company further amended the Series B Purchase Agreement to increase the number of shares of Series B that could be issued under the agreement from 191,473,066 to 207,885,043. Subsequent to December 31, 2020, the Company issued a total of 26,133,332 additional shares of Series B at the Series B Original Issued Price for aggregate proceeds of $71.7 million. The following table summarize the Company’s outstanding Convertible Preferred Stock as of September 30, 2021 (in thousands, except share information): Shares Authorized Shares Issued and Outstanding Carrying Value Liquidation Preference Conversion Price Series A 262,070,014 262,070,014 $ 243,536 $ 243,882 $ 0.9306 Series B 207,885,043 207,394,482 567,875 568,655 $ 2.7419 Balance at September 30, 2021 469,955,057 469,464,496 $ 811,411 $ 812,537 Convertible Preferred Stock Rights and Preferences The holders of the Convertible Preferred Stock have the following rights and preferences as of September 30, 2021: Dividends -cumulative Liquidation/Redemption prior to such liquidation, dissolution, winding up or Deemed Liquidation Event. If the assets of the Company available for distribution are insufficient, the holders of shares of Convertible Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. Voting The holders of the shares of Series A, exclusively and as a separate class, shall be entitled to elect four directors of the Company. Holders of the shares of common stock and Series A, exclusively and voting together as a single class, shall be entitled to elect the balance of the total number of directors of the Company. Conversion Rights The Company is required to maintain sufficient shares of common stock authorized but unissued at all times to affect a conversion of all Convertible Preferred Stock outstanding. Mandatory Conversion a. the closing of the sale of shares of common stock to the public pursuant to an effective registration statement resulting in $60.0 million in net proceeds at a price of at least $5.4838 per share, or b. the vote or written consent of at least 55% of the then outstanding Convertible Preferred Stock holders. If, during the period commencing on the Series B Original Issue Date and ending on or before the first to occur of (i) the second anniversary of the Series B Original Issue Date or (ii) the issuance by the Company in a bona fide financing transaction of shares of preferred stock (other than Series A or Series B), a mandatory conversion is proposed to be effected in connection with, or in contemplation of, a Deemed Liquidation Event that would result in per share proceeds to the holders of Series B of less than $2.7419 per share. Such proposed mandatory conversion shall also require the written consent or affirmative vote of at least 55% of the outstanding shares of Series B. Anti -dilution -dilution In anticipation of the closing of the Series B in November 2020, the Company amended its certificate of incorporation and certain rights and preferences pertaining to the Series A. The amendment to the certificate of incorporation revised: (1) the mandatory conversion feature; (2) the liquidation preference for the Series A holders; and (3) the protective voting rights of the Series A shares. The Company assessed each of the revisions made to the Series A pursuant to the amended certificate of incorporation and concluded that they should be accounted for as modifications to the terms of the Series A and that there was no transfer of value to be recorded in the Company’s consolidated balance sheet for the year -ended |
Common Stock
Common Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
EQRx, INC. [Member] | ||
Common Stock [Line Items] | ||
COMMON STOCK | 8. COMMON STOCK As of September 30, 2021, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue 620,000,000 Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. However, common stockholders shall not be entitled to vote on any amendments to the certificate of incorporation that relate to the terms of the Convertible Preferred Stock. Common stockholders are entitled to receive dividends, as may be declared by the board of directors, if any, subject to the preferential dividend rights of the Convertible Preferred Stock. As of September 30, 2021, 76,977,802 | 7. COMMON STOCK As of December Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. However, common stockholders shall not be entitled to vote on any amendments to the certificate of incorporation that relate to the terms of the Convertible Preferred Stock. Common stockholders are entitled to receive dividends, as may be declared by the board of directors, if any, subject to the preferential dividend rights of the Convertible Preferred Stock. As of December |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
EQRx, INC. [Member] | ||
Stock-Based Compensation [Line Items] | ||
STOCK-BASED COMPENSATION | 9. STOCK-BASED COMPENSATION As of September 30, 2021, the Company has issued a total of 44,915,546 stock options and shares of restricted stock under the 2019 Plan, and 27,060,518 As required by the 2019 Plan, the exercise price for stock options granted is not to be less than the fair value of common shares as determined by the Company as of the date of grant. The Company values its common stock by taking into consideration its most recently available valuation of common shares performed by management and the board of directors, as well as additional factors which may have changed since the date of the most recent contemporaneous valuation through the date of grant. Stock -based Nine Months Ended 2021 2020 Research and development $ 1,279 $ 18 General and administrative 2,537 102 Total stock-based compensation $ 3,816 $ 120 Stock Options A summary of stock option activity for employee and nonemployee awards under the 2019 Plan is presented below: Options Weighted- Weighted Aggregate Outstanding at December 31, 9,229,963 $ 0.54 9.71 $ 7,726 Granted 26,148,546 2.37 Exercised (105,906 ) 0.27 Forfeited/cancelled (1,348,744 ) 1.42 Outstanding at September 30, 2021 33,923,859 $ 1.92 9.45 $ 122,916 Vested at September 30, 2021 2,362,596 $ 0.59 9.01 $ 11,695 Vested and expected to vest at September 30, 2021 33,548,859 $ 1.92 9.45 $ 121,356 The fair value of each stock option was estimated using a Black -Scholes -pricing -average Nine Months Ended 2021 2020 Risk-free interest rate 0.91 % 0.38 % Volatility 64 % 67 % Dividend yield 0.00 % 0.00 % Expected term (years) 6.0 6.0 The weighted average grant -date During the nine months ended September 30, 2021, the Company granted stock options to purchase a total of 375,000 -based As of September 30, 2021, there was $38.9 million of total unrecognized compensation expense related to unvested stock options that the Company expects to recognize over a remaining weighted -average Restricted Common Stock As of September 30, 2021, the Company has issued a total of: (i) 8,937,037 (ii) 1,000,000 All shares of restricted common stock were issued subject to restricted stock purchase agreements between the Company and each purchaser. Pursuant to the restricted stock purchase agreements, the Company, at its discretion, has the right to repurchase unvested shares if the holder’s relationship with the Company is terminated at the lesser of the original purchase price of the shares, or the fair value of the shares at repurchase. The restricted shares are not deemed to be issued for accounting purposes until they vest and are therefore excluded from shares outstanding until the repurchase right lapses and the shares are no longer subject to the repurchase feature. In January 2020, the Company’s board of directors modified the terms of 43,500,000 -based A summary of the Company’s restricted stock activity and related information is as follows: Number of Weighted- Unvested restricted common stock at December 31, 2020 41,375,794 $ 0.01 Granted 3,750,000 1.29 Forfeited (672,841 ) 0.00 Vested (10,897,997 ) 0.01 Unvested restricted common stock at September 30, 2021 33,554,956 0.11 During the nine months ended September 30, 2021, the Company issued 1,000,000 -average -date -free During the nine months ended September 30, 2021, the Company granted 1,000,000 -based As of September 30, 2021, there was $2.4 million of total unrecognized compensation expense related to unvested restricted common stock that the Company expects to recognize over a remaining weighted -average | 8. STOCK-BASED COMPENSATION 2019 Stock Option and Grant Plan The Company has one stock -based -qualified The 2019 Plan is administered by the board of directors, or at the discretion of the board of directors, by a committee of the board. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or their committee if so delegated, except that the exercise price per share of stock options may not be less than 100% of the fair market value of a share of common stock on the date of grant and the term of a stock option may not be greater than ten years. The Company generally grants stock -based The total number of shares of common stock that may be issued under the 2019 Plan was 39,094,724 at plan adoption. In November 2020, the Company increased the number of shares of common stock reserved for issuance under the 2019 Plan by 31,405,589. Shares underlying any awards that are forfeited, canceled, or reacquired by the Company prior to vesting, satisfied without the issuance of stock or otherwise terminated and shares that are withheld upon exercise of an option or settlement of an award to cover the exercise price or tax withholding shall be added back to the shares available for issuance under the 2019 Plan. As of December As required by the 2019 Plan, the exercise price for stock options granted is not to be less than the fair value of common shares as determined by the Company as of the date of grant. The Company values its common stock by taking into consideration its most recently available valuation of common shares performed by management and the board of directors, as well as additional factors which may have changed since the date of the most recent contemporaneous valuation through the date of grant. Stock -based Year Ended For the Period Research and development $ 99 $ — General and administrative 247 — Total stock-based compensation $ 346 $ — Stock Options A summary of stock option activity for employee and nonemployee awards under the 2019 Plan is presented below: Options Weighted- Weighted Aggregate Outstanding at December 31, 2019 — $ — — $ — Granted 9,329,963 0.54 Forfeited (100,000 ) 0.27 Outstanding at December 31, 9,229,963 $ 0.54 9.71 $ 7,726 Vested at December 31, 2020 166,145 $ 0.35 9.51 $ 172 Vested and expected to vest at December 31, 2020 9,229,963 $ 0.54 9.71 $ 7,726 The fair value of each stock option was estimated using a Black -Scholes -pricing -average Year Ended Risk-free interest rate 0.42 % Volatility 66 % Dividend yield 0.00 % Expected term (years) 6.02 The Company recorded stock -based -employee -date As of December -average Restricted Common Stock During the year ended December During the period from Inception to December All shares of restricted common stock were issued subject to restricted stock purchase agreements between the Company and each purchaser. Pursuant to the restricted stock purchase agreements, the Company, at its discretion, has the right to repurchase unvested shares if the holder’s relationship with the Company is terminated at the lesser of the original purchase price of the shares, or the fair value of the shares at repurchase. The restricted shares are not deemed to be issued for accounting purposes until they vest and are therefore excluded from shares outstanding until the repurchase right lapses and the shares are no longer subject to the repurchase feature. In January 2020, the Company’s board of directors modified the terms of 43,500,000 -based A summary of the Company’s restricted stock activity and related information is as follows: Number of Weighted- Unvested restricted common stock at December 35,857,500 $ — Granted 6,187,037 0.04 Forfeited (750,000 ) — Effect of modification to vesting terms 19,250,000 — Vested (19,168,743 ) — Unvested restricted common stock at December 41,375,794 0.01 The Company recorded stock -based -employee -average |
License Agreements and Discover
License Agreements and Discovery Collaborations | 9 Months Ended |
Sep. 30, 2021 | |
EQRx, INC. [Member] | |
License Agreements and Discovery Collaborations [Line Items] | |
LICENSE AGREEMENTS AND DISCOVERY COLLABORATIONS | 10. LICENSE AGREEMENTS AND DISCOVERY COLLABORATIONS License Agreements Aumolertinib — Hansoh On July 22, 2020, the Company entered into a collaboration and license agreement with (Shanghai) Healthtech Co., LTD and Jiangsu Hansoh Pharmaceutical Group Company LTD, (“Hansoh”) under which it acquired an exclusive license for the research, development, and commercialization of aumolertinib, a 3 rd -exclusive Under the terms of the license agreement, the Company received an exclusive license to develop aumolertinib for any and all uses for the treatment of cancer, cancer -related -inflammatory -refundable -creditable Hansoh is also eligible to receive royalties on worldwide net sales of any products containing aumolertinib which range from mid -single -by-product -by-country The Company has the right to terminate the license agreement with Hansoh for any or no reason upon at least 180 days prior written notice to Hansoh. Either party may terminate the license agreement in its entirety for the other party’s material breach if such party fails to cure the breach. Either party may also terminate the agreement in its entirety upon certain insolvency events involving the other party. The Company evaluated the license agreement with Hansoh under ASC 805 and concluded that as the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar assets, the transaction did not meet the requirements to be accounted for as a business combination and therefore was accounted for as an asset acquisition. The Company recorded the upfront payment of $25.0 million as research and development expense. Sugemalimab/EQ176 — CStone On October 26, 2020, the Company entered into a license agreement with CStone Pharmaceuticals (“CStone”) under which it acquired an exclusive license for the research, development, and commercialization of CStone’s sugemalimab, an anti -PD-L -PD-1 Under the terms of the license agreement, the Company received an exclusive license to develop sugemalimab and EQ176 for any and all uses at its own cost and expense in the Company’s territory. The Company was obligated to make an upfront non -refundable -creditable CStone is also eligible to receive royalties on worldwide (excluding the CStone Territory) net sales of any products containing sugemalimab and EQ176 ranging from the low teens to the high teens for sugemalimab and from the mid -single -by-product -by-country The Company is responsible for the costs associated with the development and regulatory approvals of sugemalimab and EQ176 in its territory. The Company is also required to reimburse CStone for any costs it incurs in the Company’s territory following the execution of the license agreement for development activities that were ongoing at the time the license agreement became effective. Additionally, during the term of the license agreement, either party may propose the development of a combination study with sugemalimab or EQ176. If both parties agree to participate in the combination study, the costs incurred will be split between the two parties based upon the terms provided for in a separate written agreement detailing each party’s rights and obligations with respect to the development of the combination regimen. The Company has the right to terminate the license agreement with CStone for any or no reason upon providing prior written notice to CStone. Either party may terminate the license agreement in its entirety for the other party’s material breach if such party fails to cure the breach. Either party may also terminate the agreement in its entirety upon certain insolvency events involving the other party. The Company evaluated the license agreement with CStone under ASC 805 and concluded that the transaction did not meet the requirements to be accounted for as a business combination and therefore was accounted for as an asset acquisition. The Company recorded the upfront payment of $150.0 million as research and development expense. Other Licenses Through September 30, 2021, the Company entered into a number of license agreements under which it acquired exclusive licenses for the research, development and commercialization of preclinical and clinical compounds from pharmaceutical and/or biotechnology companies (the “Preclinical/Clinical Assets”). Under the terms of the license agreements executed, the Company received exclusive licenses to develop the Preclinical/Clinical Assets at its own cost and expense in the Company’s territory. The Company was obligated to make upfront non -refundable -creditable commercializing the Preclinical/Clinical Assets, the Company may be required to pay (i) up to $108.0 million in development milestone payments, (ii) up to $243.0 million in regulatory milestone payments, and (iii) up to $1.0 billion in sales milestone payments. Additionally, the Company may be required to pay royalties on worldwide net sales of any products containing the Preclinical/Clinical Assets which range from mid -single -by-product -by-country The Company has the right to terminate the license agreements for the Preclinical/Clinical Assets for any or no reason with prior written notice, and either party may terminate the license agreements in their entirety for the other party’s material breach if such party fails to cure the breach. Either party may also terminate the agreements in its entirety upon certain insolvency events involving the other party. The Company evaluated the license agreements under ASC 805 and concluded that as the fair value of the gross assets acquired under each license agreement is concentrated in a single identifiable asset or group of similar assets, the transactions did not meet the requirements to be accounted for as a business combination and therefore were accounted for as asset acquisitions. The Company recorded the upfront payments for each of the Preclinical/Clinical Assets as research and development expense. Discovery Collaboration Agreements During the nine months ended September 30, 2021, the Company entered into a number of discovery collaboration agreements pursuant to which the Company agreed to collaborate with certain collaboration partners (the “Partners”), leveraging the Partner’s AI capabilities to identify, discover and develop innovative therapeutics for agreed upon targets, in order to further expand the Company’s pipeline of therapies (the “Collaboration Agreements”). Pursuant to the Collaboration Agreements, the parties will collaborate to identify a number of targets for which the parties will seek to develop candidates to treat patients. The Partners are responsible for performing the discovery, profiling, preclinical and investigational new drug application (“IND”) enabling studies (the “Research Activities”) for all potential candidates. Once a candidate is identified and selected for further development (the “Collaboration Product”), the Company is responsible for all activities required to develop and commercialize the Collaboration Product. The Company and the Partners will equally share costs (including research, development, and commercialization) and profits (losses) with respect to each Collaboration Product. Under certain Collaboration Agreements, the Company is required to make one -time -front All activities performed under the Collaboration Agreements will be overseen by joint steering committees established under each Collaboration Agreement and made up of an equal number of participants from the Partner and the Company. Decisions by the joint steering committee will generally be made by consensus. The terms of the Collaboration Agreements will continue throughout the development and commercialization of the Collaboration Products, on a product -by-product The Collaboration Agreements are considered to be within the scope of ASC 808 as the agreements represent a joint operating activity and both the Partners and the Company are active participants and exposed to the risks and rewards. The Company has evaluated the Collaboration Agreements and determined they do not fall within the scope of ASC 606 as the Partners do not meet the definition of a customer. During the nine months ended September 30, 2021, the Company paid two Target Fees, of which $5.5 million and $9.3 million are reflected in prepaid and other current assets and other non -current |
Employee Benefits
Employee Benefits | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Employee Benefits [Line Items] | ||
EMPLOYEE BENEFITS | 12. EMPLOYEE BENEFITS In July 2020, the Company adopted a 401(k) retirement and savings plan (the “401(k) Plan”) covering all employees. The 401(k) plan allows employees to make pre -tax -tax | |
EQRx, INC. [Member] | ||
Employee Benefits [Line Items] | ||
EMPLOYEE BENEFITS | 12. EMPLOYEE BENEFITS In July 2020, the Company adopted a 401(k) retirement and savings plan (the “401(k) Plan”) covering all employees. The 401(k) plan allows employees to make pre -tax -tax |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
EQRx, INC. [Member] | ||
Net Loss Per Share [Line Items] | ||
NET LOSS PER SHARE | 13. NET LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per share (in thousands, expect share and per share data): Nine Months Ended September 30, 2021 2020 Net loss $ (101,233 ) $ (72,370 ) Weighted average common shares outstanding, basic and diluted 38,332,938 23,730,386 Net loss per share, basic and diluted $ (2.64 ) $ (3.05 ) The Company’s potentially dilutive securities, which include convertible preferred stock, options to purchase common stock and unvested restricted stock, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti -dilutive Nine Months Ended September 30, 2021 2020 Convertible preferred shares 469,464,496 262,070,014 Outstanding stock options 33,923,859 5,724,963 Unvested restricted stock 33,554,956 45,835,164 | 13. NET LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per share (in thousands, expect share and per share data): Year Ended For the Net loss $ (249,983 ) $ (8,508) Weighted average common shares outstanding, 25,486,021 4,264,435 Net loss per share, basic and diluted $ (9.81 ) $ (2.00) The Company’s potentially dilutive securities, which include convertible preferred stock, options to purchase common stock and unvested restricted stock, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti -dilutive December 31, 2020 2019 Convertible preferred shares 443,331,164 — Outstanding stock options 9,229,963 — Unvested restricted stock 41,375,794 35,857,500 |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2020 | |
EQRx, INC. [Member] | |
Convertible Promissory Notes [Line Items] | |
CONVERTIBLE PROMISSORY NOTES | 4. CONVERTIBLE PROMISSORY NOTES On October 2, 2019, the Company entered into a note purchase agreement under which it issued the October 2019 Notes for an aggregate of $22.0 The Company elected to account for the October 2019 Notes under the fair value option. On January Using the actual conversion price of $0.79101, the Company increased the fair value of the October 2019 Notes to $25.9 |
License Agreements
License Agreements | 12 Months Ended |
Dec. 31, 2020 | |
EQRx, INC. [Member] | |
License Agreements [Line Items] | |
LICENSE AGREEMENTS | 9. LICENSE AGREEMENTS Aumolertinib — Hansoh On July rd -exclusive Under the terms of the license agreement, the Company received an exclusive license to develop aumolertinib for any and all uses for the treatment of cancer, cancer -related -inflammatory -refundable -creditable Hansoh is also eligible to receive royalties on worldwide net sales of any products containing aumolertinib which range from mid -single -by-product -by-country The Company has the right to terminate the license agreement with Hansoh for any or no reason upon at least 180 days prior written notice to Hansoh. Either party may terminate the license agreement in its entirety for the other party’s material breach if such party fails to cure the breach. Either party may also terminate the agreement in its entirety upon certain insolvency events involving the other party. The Company evaluated the license agreement with Hansoh under ASC 805 and concluded that as the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar assets, the transaction did not meet the requirements to be accounted for as a business combination and therefore was accounted for as an asset acquisition. The Company recorded the upfront payment of $25.0 Sugemalimab/EQ176 — CStone On October -PD-L -1 Under the terms of the license agreement, the Company received an exclusive license to develop sugemalimab and EQ176 for any and all uses at its own cost and expense in the Company’s territory. The Company was obligated to make an upfront non -refundable -creditable CStone is also eligible to receive royalties on worldwide (excluding the CStone Territory) net sales of any products containing sugemalimab and EQ176 ranging from the low teens to the high teens for sugemalimab and from the mid -single -by-product -by-country The Company is responsible for the costs associated with the development and regulatory approvals of sugemalimab and EQ176 in its territory. The Company is also required to reimburse CStone for any costs it incurs in the Company’s territory following the execution of the license agreement for development activities that were ongoing at the time the license agreement became effective. Additionally, during the term of the license agreement, either party may propose the development of a combination study with sugemalimab or EQ176. If both parties agree to participate in the combination study, the costs incurred will be split between the two parties based upon the terms provided for in a separate written agreement detailing each party’s rights and obligations with respect to the development of the combination regimen. The Company has the right to terminate the license agreement with CStone for any or no reason upon providing prior written notice to CStone. Either party may terminate the license agreement in its entirety for the other party’s material breach if such party fails to cure the breach. Either party may also terminate the agreement in its entirety upon certain insolvency events involving the other party. The Company evaluated the license agreement with CStone under ASC 805 and concluded that the transaction did not meet the requirements to be accounted for as a business combination and therefore was accounted for as an asset acquisition. The Company recorded the upfront payment of $150.0 Other Licenses During the year ended December Under the terms of the license agreements executed, the Company received exclusive licenses to develop the Preclinical/Clinical Assets at its own cost and expense in the Company’s territory. The Company was obligated to make upfront non -refundable -creditable commercializing the Preclinical/Clinical Assets, the Company may be required to pay (i) up to $75.5 -single -by-product -by-country The Company has the right to terminate the license agreements for the Preclinical/Clinical Assets for any or no reason with prior written notice, and either party may terminate the license agreements in their entirety for the other party’s material breach if such party fails to cure the breach. Either party may also terminate the agreements in its entirety upon certain insolvency events involving the other party. The Company evaluated the license agreements under ASC 805 and concluded that as the fair value of the gross assets acquired under each license agreement is concentrated in a single identifiable asset or group of similar assets, the transactions did not meet the requirements to be accounted for as a business combination and therefore were accounted for as asset acquisitions. The Company recorded the upfront payments as research and development expense within the consolidated statement of operations and comprehensive loss for the year ended December |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
EQRx, INC. [Member] | |
Income Taxes [Line Items] | |
INCOME TAXES | 11. INCOME TAXES No provision for income taxes was recorded for the year ended December -tax Year Ended For the Profit before tax at federal statutory rate 21.0 % 21.0 % State tax benefit, net of federal effects 5.4 % 3.4 % Research and development credits 0.2 % 0.0 % Change in fair value of convertible promissory notes 0.0 % (9.6 )% Change in valuation allowance (26.6 )% (14.8 )% Effective income tax rate 0.0 % 0.0 % Net deferred tax assets as of December December 31, 2020 2019 Deferred tax assets: Net operating losses $ 18,643 $ 875 Intangible assets 47,936 — Operating lease liability 1,345 — Research and development tax credits 657 — Convertible note 397 273 Other 66 — Accrued bonus — 115 Total gross deferred tax assets 69,044 1,263 Valuation allowance (67,758 ) (1,263 ) Net deferred tax assets 1,286 — Deferred tax liabilities: Operating lease asset (1,286 ) — Total deferred tax liability (1,286 ) — Net deferred tax asset (liability) $ — $ — In assessing the realizability of the net deferred tax asset, the Company considers all relevant positive and negative evidence in determining whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The realization of the gross deferred tax assets is dependent on several factors, including the generation of sufficient taxable income in the future. The Company has recorded a valuation allowance against its deferred tax assets as of December The Company has incurred NOLs since inception. As of December As of December NOL carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities and may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three -year The Company will recognize both accrued interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2020 and 2019, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s consolidated statement of operations and comprehensive loss. Since the Company is in a loss carryforward position, the Company is generally subject to examination by the U.S. federal, state and local income tax authorities for all tax years in which a loss carryforward is available. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | Feb. 04, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies, by Policy (Policies) [Line Items] | ||||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014 -15 Sponsor that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Public Offering or one year from the date of issuance of these financial statements. | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10 -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s prospectus as filed with the SEC on April 8, 2021 which contains the audited financial statements and the notes thereto. | ||
Revision to Previously Reported Financial Statements | Restatement to Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480 -10-S99 for the Class A common stock subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. In accordance with SEC Staff Accounting Bulletin No. -K -IPO -Q -IPO The impact of the restatement to the Post -IPO -in As of April 9, 2021 As Adjustment As Restated Total assets $ 553,896,081 $ 553,896,081 Total liabilities $ 66,145,110 $ 66,145,110 Class A common stock subject to possible redemption 482,750,970 69,249,030 552,000,000 Preferred stock — — — Class A common stock 692 (692 ) — Class B common stock 1,380 — 1,380 Additional paid-in capital 21,301,795 (21,301,795 ) — Accumulated deficit (16,303,866 ) (47,946,543 ) (64,250,409 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (69,249,030 ) $ (64,249,029 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 553,896,081 $ — $ 553,896,081 The impact of the restatement on the financial statements for the Affected Quarterly Period is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: As of June 30, 2021 As Adjustment As Restated Total assets $ 553,337,784 $ 553,337,784 Total liabilities $ 81,123,261 $ 81,123,261 Class A common stock subject to possible redemption 467,214,520 84,785,480 552,000,000 Preferred stock — — — Class A common stock 848 (848 ) — Class B common stock 1,380 — 1,380 Additional paid-in capital 36,838,090 (36,838,090 ) — Retained earnings (accumulated (31,840,315 ) (47,946,543 ) (79,786,858 ) Total stockholders’ equity (deficit) $ 5,000,003 $ (84,785,481 ) $ (79,785,478 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 553,337,784 $ — $ 553,337,784 The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from January 25, 2021 (inception) through June 30, 2021: For the period from January 25, 2021 As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 482,750,970 $ (482,750,970 ) $ — Change in value of Class A common stock subject to possible redemption $ 15,536,450 $ (15,536,450 ) $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Period: Earnings Per Share for As Reported Adjustment As Adjusted Three months ended June 30, 2021 Net loss $ (31,803,898 ) $ — $ (31,803,898 ) Weighted average shares 55,200,000 (4,852,747 ) 50,347,253 Basic and diluted earnings per share $ 0.00 $ (0.50 ) $ (0.50 ) For the period from January 25, 2021 (inception) through June 30, 2021 Net loss $ (31,840,315 ) $ — $ (31,840,315 ) Weighted average shares 55,200,000 (23,819,178 ) 31,380,822 Basic and diluted earnings per share $ 0.00 $ (0.72 ) $ (0.72 ) Earnings Per Share for As Reported Adjustment As Adjusted Three months ended June 30, 2021 Net loss $ (31,803,898 ) $ — $ (31,803,898 ) Weighted average shares 13,641,758 — 13,641,758 Basic and diluted earnings per share $ 0.23 $ (0.73 ) $ (0.50 ) For the period from January 25, 2021 (inception) through June 30, 2021 Net loss $ (31,840,315 ) $ — $ (31,840,315 ) Weighted average shares 13,016,327 — 13,016,327 Basic and diluted earnings per share $ (2.33 ) $ 1.61 $ (0.72 ) | |||
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||
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 of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor 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 | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor 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 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. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term | |||
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | |||
Concentrations of Credit Risk and Significant Suppliers | 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 Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | |||
Fair Value Option | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed consolidated balance sheet. | ||
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility and credit risk), either directly or indirectly; and • Prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement). In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | |||
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering and that will be charged to stockholders’ equity upon the completion of the Initial Public Offering. Offering costs will be 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 derivative warrant liabilities will be expensed as incurred, presented as non -operating -current | |||
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants will be recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering were estimated using a Monte Carlo model. The fair value of the Public Warrants as of September 30, 2021 is based on observable listed prices for such warrants. The fair value of the Private Placement Warrants as of September 30, 2021 is determined using Black -Scholes -current | |||
Classification and Accretion of Convertible Preferred Stock | 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 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 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, as of Initial Public Offering, 55,200,000 Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid -in | |||
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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 February The provision for income taxes was deemed to be immaterial for the period from January | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021. 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 subject to income tax examinations by major taxing authorities since inception. | ||
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A Common Stock and Class B Common Stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 19,733,333 -dilutive The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the For the Period From Class A Class B Class A Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 5,235,452 $ 1,308,863 $ (19,026,658 ) $ (6,269,343 ) Denominator: Basic and diluted weighted average common stock outstanding 55,200,000 13,800,000 40,418,410 13,317,992 Basic and diluted net income (loss) per common stock $ 0.09 $ 0.09 $ (0.47 ) $ (0.47 ) | |||
Recently Adopted 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. | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020 -06 Debt -Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging -Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -06 -06 -linked -06 -06 Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | ||
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. | |||
Net Loss Per Share | Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 1,800,000 -allotment | |||
EQRx, INC. [Member] | ||||
Accounting Policies, by Policy (Policies) [Line Items] | ||||
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated interim financial statements and accompanying notes include the accounts of the Company, EQRx Securities Holding Corporation, a wholly -owned -owned Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2020 and the related notes, which provide a more complete discussion of the Company’s accounting policies and certain other information. The December 31, 2020 condensed consolidated balance sheet was derived from the Company’s audited financial statements. These unaudited condensed consolidated interim financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s condensed consolidated financial position as of September 30, 2021 and its results of operations and cash flows for the nine months ended September 30, 2021 and 2020. The results of operations for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other future annual or interim period. | Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of EQRx Securities Holding Corporation, a wholly -owned -owned | ||
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions, based on judgments considered reasonable, which 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 periods. The Company bases its estimates and assumptions on historical experience, known trends and events and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the valuation of the Company’s common stock, the accrual of research and development and manufacturing expenses and stock -based | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions, based on judgments considered reasonable, which 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. The Company bases its estimates and assumptions on historical experience, known trends and events and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the valuation of the Company’s convertible promissory notes and common stock, the accrual of research and development and manufacturing expenses and stock -based | ||
Concentrations of Credit Risk and Significant Suppliers | Concentrations of Credit Risk and Significant Suppliers Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents. The Company mitigates this risk by maintaining its cash and cash equivalents with high quality, accredited financial institutions. The management of the Company’s investments is not discretionary on the part of these financial institutions. As of December -balance The Company is dependent on third -party | |||
Fair Value Option | Fair Value Option As permitted under Accounting Standards Codification (“ASC”) 825, Financial Instruments | |||
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined 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. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • • • -observable The carrying amounts of the Company’s prepaid and other current assets, accounts payable and accrued liabilities, approximate fair value due to their short maturities. The following tables present information about the Company’s financial instruments that are measured at fair value on a recurring basis and the level of inputs used in such measurements (in thousands): December 31, 2020 Amortized Gross Gross Aggregate Fair Financial assets Cash equivalents: Money market funds 361,087 — — 361,087 Level 1 Commercial bonds (due within 90 days) 32,059 — — 32,059 Level 2 Commercial paper (due within 90 days) 94,536 — — 94,536 Level 2 Total financial assets $ 487,682 $ — $ — $ 487,682 December 31, 2019 Amortized Gross Gross Aggregate Fair Financial liabilities Convertible promissory notes $ 25,882 $ — $ — $ 25,882 Level 2 Total financial liabilities $ 25,882 $ — $ — $ 25,882 In determining the fair value of its cash equivalents at each date presented above, the Company relied on quoted prices for similar securities in active markets or using other inputs that are observable or can be corroborated by observable market data. The Company did not have any financial assets or liabilities during any of the periods presented in the accompanying consolidated financial statements that required Level 3 inputs. The Company elected the fair value option to account for its October 2019 Notes. The fair value of the October 2019 Notes was estimated using the actual conversion rate utilized when the October 2019 Notes were converted on January | |||
Classification and Accretion of Convertible Preferred Stock | Classification and Accretion of Convertible Preferred Stock The Company’s convertible preferred stock is classified outside of stockholders’ equity (deficit) on the consolidated balance sheet because the holders of such shares have liquidation rights in the event of a deemed liquidation that, in certain situations, are not solely within the control of the Company and would require the redemption of the then -outstanding | |||
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. The Company accounts for uncertainty in income taxes recognized. If the tax position is deemed more -likely-than-not | |||
Recently Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019 -12 -12 -to-date -12 -to-date -to-date -to-date -12 -12 -12 | Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018 -15 Intangibles -Goodwill and Other -Internal Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract -use -15 -15 -current In August 2018, the FASB issued ASU 2018 -13 Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement -13 -13 | ||
Net Loss Per Share | Net Loss Per Share The Company’s net loss is equivalent to net loss attributable to common stockholders for all periods presented. Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the sum of the weighted average number of common shares outstanding during the period and the effect of dilutive securities. The Company applies the two -class -class -dilutive | |||
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents as of December The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet that sum to the total of the same such amount shown in the consolidated statement of cash flows (in thousands): December 31, 2020 2019 Cash and cash equivalents $ 489,682 $ 18,478 Restricted cash 633 844 Total cash and restricted cash $ 490,315 $ 19,322 Amounts included in restricted cash as of December | |||
Lease Agreements | Lease Agreements Under ASC Topic 842, Leases -of-use Right -of-use -of-use -of-use -line The Company has lease agreements with lease and non -lease | |||
Property and Equipment | Property and Equipment Property and equipment consist of leasehold improvements, furniture, computer equipment, and capitalized website development costs. The Company capitalizes certain costs incurred during the application development stage related to the development of internal -use -implementation -implementation Property and equipment are recorded at cost and depreciated on a straight -line Upon retirement or sale, the cost of the disposed asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized. The Company reviews its long -lived | |||
Cloud Computing Arrangements | Cloud Computing Arrangements The Company defers implementation costs incurred in cloud computing hosting arrangements in accordance with Accounting Standards Update (“ASU”) 2018 -15 -line | |||
Research and Development Funding | Research and Development Funding In October 2019, the Company provided Crimson Biopharm (“Crimson”) with $1.0 In October 2020, the Company amended the Crimson Notes to extend their original maturity dates. The 2019 Crimson Note matures on October The Company evaluated the arrangement with Crimson and concluded that it represents a research and development funding arrangement. As the convertible promissory note purchase agreements do not specify exactly how the funding is to be spent with respect to the continued development of the Crimson asset, the $1.5 | |||
Research and Development Costs | Research and Development Costs Research and development expenses for the year ended December -based -party -related -related Research and development costs are expensed as incurred. The Company estimates preclinical study and clinical trial expenses based on the services performed pursuant to contracts with research institutions, contract research organizations, and clinical manufacturing organizations, that conduct and manage preclinical studies and clinical trials on the Company’s behalf based on actual time and expenses incurred by them. Further, the Company accrues expenses related to clinical trials based on the level of patient activity according to the related agreement. The Company monitors patient enrollment levels and related activity to the extent reasonably possible and adjusts estimates accordingly. The Company accounts for nonrefundable advance payments for goods and services that will be used in future research and development activities as expenses when the services have been performed or when the goods have been received rather than when the payment is made. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in reporting amounts that are too high or too low in any particular period. To date, there have not been any material adjustments to the Company’s prior estimates of accrued research and development expenses. | |||
Stock-Based Compensation | Stock-Based Compensation The Company recognizes stock -based -line The Company estimates the fair value of stock options using the Black -Scholes -free Expected Term — Expected Volatility — -specific Risk Free Interest Rate — -free Expected Dividend — The Company classifies stock -based The Company recognizes stock -based -line | |||
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ deficit that result from transactions and economic events other than those with stockholders. During the year ended December | |||
Collaborative Arrangements | Collaborative Arrangements The Company analyzes its collaboration arrangements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and therefore within the scope of ASC 808, Collaborative Arrangements -customer Revenue from Contracts with Customers. | |||
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available and regulatory reviewed by the chief operating decision maker (“CODM”), or decision -making -lived | |||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019 -12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes -12 -to-date -12 -to-date -to-date -to-date -12 each interim period based on its estimated annual effective tax rate. ASU 2019 -12 -12 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 8 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies (Tables) [Line Items] | ||
Schedule of balance sheet | As of April 9, 2021 As Adjustment As Restated Total assets $ 553,896,081 $ 553,896,081 Total liabilities $ 66,145,110 $ 66,145,110 Class A common stock subject to possible redemption 482,750,970 69,249,030 552,000,000 Preferred stock — — — Class A common stock 692 (692 ) — Class B common stock 1,380 — 1,380 Additional paid-in capital 21,301,795 (21,301,795 ) — Accumulated deficit (16,303,866 ) (47,946,543 ) (64,250,409 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (69,249,030 ) $ (64,249,029 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 553,896,081 $ — $ 553,896,081 As of June 30, 2021 As Adjustment As Restated Total assets $ 553,337,784 $ 553,337,784 Total liabilities $ 81,123,261 $ 81,123,261 Class A common stock subject to possible redemption 467,214,520 84,785,480 552,000,000 Preferred stock — — — Class A common stock 848 (848 ) — Class B common stock 1,380 — 1,380 Additional paid-in capital 36,838,090 (36,838,090 ) — Retained earnings (accumulated (31,840,315 ) (47,946,543 ) (79,786,858 ) Total stockholders’ equity (deficit) $ 5,000,003 $ (84,785,481 ) $ (79,785,478 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 553,337,784 $ — $ 553,337,784 | |
Schedule of statement of cash flows | For the period from January 25, 2021 As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 482,750,970 $ (482,750,970 ) $ — Change in value of Class A common stock subject to possible redemption $ 15,536,450 $ (15,536,450 ) $ — | |
Schedule of weighted average shares outstanding and basic and diluted earnings per share | Earnings Per Share for As Reported Adjustment As Adjusted Three months ended June 30, 2021 Net loss $ (31,803,898 ) $ — $ (31,803,898 ) Weighted average shares 55,200,000 (4,852,747 ) 50,347,253 Basic and diluted earnings per share $ 0.00 $ (0.50 ) $ (0.50 ) For the period from January 25, 2021 (inception) through June 30, 2021 Net loss $ (31,840,315 ) $ — $ (31,840,315 ) Weighted average shares 55,200,000 (23,819,178 ) 31,380,822 Basic and diluted earnings per share $ 0.00 $ (0.72 ) $ (0.72 ) Earnings Per Share for As Reported Adjustment As Adjusted Three months ended June 30, 2021 Net loss $ (31,803,898 ) $ — $ (31,803,898 ) Weighted average shares 13,641,758 — 13,641,758 Basic and diluted earnings per share $ 0.23 $ (0.73 ) $ (0.50 ) For the period from January 25, 2021 (inception) through June 30, 2021 Net loss $ (31,840,315 ) $ — $ (31,840,315 ) Weighted average shares 13,016,327 — 13,016,327 Basic and diluted earnings per share $ (2.33 ) $ 1.61 $ (0.72 ) | |
Schedule of basic and diluted net income (loss) per common share | For the For the Period From Class A Class B Class A Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 5,235,452 $ 1,308,863 $ (19,026,658 ) $ (6,269,343 ) Denominator: Basic and diluted weighted average common stock outstanding 55,200,000 13,800,000 40,418,410 13,317,992 Basic and diluted net income (loss) per common stock $ 0.09 $ 0.09 $ (0.47 ) $ (0.47 ) | |
EQRx, INC. [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Tables) [Line Items] | ||
Schedule of statement of cash flows | December 31, 2020 2019 Cash and cash equivalents $ 489,682 $ 18,478 Restricted cash 633 844 Total cash and restricted cash $ 490,315 $ 19,322 | |
Schedule of fair value recurring basis and level of inputs used in such measurements | December 31, 2020 Amortized Gross Gross Aggregate Fair Financial assets Cash equivalents: Money market funds 361,087 — — 361,087 Level 1 Commercial bonds (due within 90 days) 32,059 — — 32,059 Level 2 Commercial paper (due within 90 days) 94,536 — — 94,536 Level 2 Total financial assets $ 487,682 $ — $ — $ 487,682 December 31, 2019 Amortized Gross Gross Aggregate Fair Financial liabilities Convertible promissory notes $ 25,882 $ — $ — $ 25,882 Level 2 Total financial liabilities $ 25,882 $ — $ — $ 25,882 |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 8 Months Ended |
Sep. 30, 2021 | |
Class Common Stock Subject To Possible Redemption [Abstract] | |
Schedule of class A common Stock subject to possible redemption | Gross proceeds from Initial Public Offering $ 552,000,000 Less: Fair value of Public Warrants at issuance (17,995,200 ) Offering costs allocated at Class A Common Stock subject to possible redemption (28,906,954 ) Plus: Accretion on Class A Common Stock subject to possible redemption 46,902,154 Class A Common Stock subject to possible redemption $ 552,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 8 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurements (Tables) [Line Items] | |||
Schedule of assets that are measured at fair value on a recurring basis | Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: Investments in Trust Account U.S. Treasury securities $ 552,015,433 $ — $ — Derivative Warrant Liabilities: Public Warrants $ 23,625,600 $ — $ — Private Placement Warrants $ — $ — $ 29,296,532 | ||
Schedule of provides quantitative information regarding Level 3 fair value measurements | As of As of Exercise price $ 11.50 $ 11.50 Unit price $ 10.00 $ 9.92 Volatility 23.7% – 41.0% 29.8% – 42.0% Term (years) 5.98 5.25 Risk-free rate 1.09% 1.02% Dividend yield 0.0% 0.0% | ||
Schedule of derivative warrant liabilities | Derivative warrant liabilities at January 25, 2021 (inception) $ — Derivative warrant liabilities at March 31, 2021 — Issuance of Public and Private Warrants 46,248,532 Transfer of Public Warrants to Level 1 (17,995,200 ) Change in fair value of warrant liabilites 4,868,267 Derivative warrant liabilities at June 30, 2021 33,121,599 Change in fair value of warrant liabilites (3,825,067 ) Derivative warrant liabilities at September 30, 2021 $ 29,296,532 | ||
EQRx, INC. [Member] | |||
Fair Value Measurements (Tables) [Line Items] | |||
Schedule of assets that are measured at fair value on a recurring basis | September 30, 2021 Amortized Costs Gross Unrealized Gain Gross Unrealized Loss Aggregate Fair Value Fair Value Level Financial assets Cash equivalents: Money market funds $ 238,238 $ — $ — $ 238,238 Level 1 Commercial paper (due within 90 days) 216,233 — — 216,233 Level 2 Total financial assets $ 454,471 $ — $ — $ 454,471 December 31, 2020 Amortized Costs Gross Unrealized Gain Gross Unrealized Loss Aggregate Fair Value Fair Value Level Financial assets Cash equivalents: Money market funds $ 361,087 $ — $ — $ 361,087 Level 1 Commercial bonds (due within 90 days) 32,059 — — 32,059 Level 2 Commercial paper (due within 90 days) 94,536 — — 94,536 Level 2 Total financial assets $ 487,682 $ — $ — $ 487,682 | ||
Schedule of provides quantitative information regarding Level 3 fair value measurements | Nine Months Ended 2021 2020 Risk-free interest rate 0.91 % 0.38 % Volatility 64 % 67 % Dividend yield 0.00 % 0.00 % Expected term (years) 6.0 6.0 | Year Ended Risk-free interest rate 0.42 % Volatility 66 % Dividend yield 0.00 % Expected term (years) 6.02 |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
EQRx, INC. [Member] | |
Cash, Cash Equivalents and Restricted Cash (Tables) [Line Items] | |
Schedule of condensed consolidated statements of cash flows | September 30, 2021 December 31, 2020 Cash and cash equivalents $ 456,470 $ 489,682 Restricted cash 633 633 Total cash and restricted cash $ 457,103 $ 490,315 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
EQRx, INC. [Member] | ||
Property and Equipment, Net (Tables) [Line Items] | ||
Schedule of property and equipment, net | Estimated Useful Life September 30, 2021 December 31, 2020 Property and equipment: Leasehold improvements Lesser of useful life or $ 1,492 $ 1,479 Furniture and fixtures 5 years 1,090 893 Capitalized website development 1 – 3 years 577 548 Computer equipment 3 years 189 138 Work-in-progress n.a. 74 — 3,422 3,058 Less: Accumulated depreciation (1,212 ) (338 ) Property and equipment, net: $ 2,210 $ 2,720 | Estimated December 31, 2020 2019 Property and equipment: Leasehold improvements Lesser of useful life or life of lease $ 1,479 $ — Furniture and fixtures 5 years 893 — Capitalized website development 1 – 3 years 548 — Computer equipment 3 years 138 Work-in-progress n.a. — 78 3,058 78 Less: Accumulated depreciation (338 ) — Property and equipment, net: $ 2,720 $ 78 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accrued Expenses (Tables) [Line Items] | ||
Schedule of accrued expenses | December 31, 2020 2019 External research and development $ 9,870 $ — Accrued professional services 723 116 Accrued consulting 334 424 Accrued compensation 120 524 Other 118 50 Total accrued expenses $ 11,165 $ 1,114 | |
EQRx, INC. [Member] | ||
Accrued Expenses (Tables) [Line Items] | ||
Schedule of accrued expenses | September 30, 2021 December 31, 2020 External research and development $ 11,567 $ 9,870 Accrued professional services 2,187 723 Accrued consulting 1,256 334 Accrued compensation 4,874 120 Other 300 118 Total accrued expenses $ 20,184 $ 11,165 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
EQRx, INC. [Member] | ||
Convertible Preferred Stock (Tables) [Line Items] | ||
Schedule of outstanding Convertible Preferred Stock | Shares Authorized Shares Issued and Outstanding Carrying Value Liquidation Preference Conversion Price Series A 262,070,014 262,070,014 $ 243,536 $ 243,882 $ 0.9306 Series B 207,885,043 207,394,482 567,875 568,655 $ 2.7419 Balance at September 30, 2021 469,955,057 469,464,496 $ 811,411 $ 812,537 | Shares Shares Issued Carrying Value Liquidation Conversion Series A 262,070,014 262,070,014 $ 243,536 $ 243,882 $ 0.9306 Series B 191,473,066 181,261,150 496,619 497,000 $ 2.7419 Balance at December 31, 2020 453,543,080 443,331,164 $ 740,155 $ 740,882 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) - EQRx, INC. [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation (Tables) [Line Items] | ||
Schedule of stock-based compensation expense | Nine Months Ended 2021 2020 Research and development $ 1,279 $ 18 General and administrative 2,537 102 Total stock-based compensation $ 3,816 $ 120 | Year Ended For the Period Research and development $ 99 $ — General and administrative 247 — Total stock-based compensation $ 346 $ — |
Schedule of stock option activity for employee and nonemployee awards | Options Weighted- Weighted Aggregate Outstanding at December 31, 9,229,963 $ 0.54 9.71 $ 7,726 Granted 26,148,546 2.37 Exercised (105,906 ) 0.27 Forfeited/cancelled (1,348,744 ) 1.42 Outstanding at September 30, 2021 33,923,859 $ 1.92 9.45 $ 122,916 Vested at September 30, 2021 2,362,596 $ 0.59 9.01 $ 11,695 Vested and expected to vest at September 30, 2021 33,548,859 $ 1.92 9.45 $ 121,356 | Options Weighted- Weighted Aggregate Outstanding at December 31, 2019 — $ — — $ — Granted 9,329,963 0.54 Forfeited (100,000 ) 0.27 Outstanding at December 31, 9,229,963 $ 0.54 9.71 $ 7,726 Vested at December 31, 2020 166,145 $ 0.35 9.51 $ 172 Vested and expected to vest at December 31, 2020 9,229,963 $ 0.54 9.71 $ 7,726 |
Schedule of weighted-average assumption | Nine Months Ended 2021 2020 Risk-free interest rate 0.91 % 0.38 % Volatility 64 % 67 % Dividend yield 0.00 % 0.00 % Expected term (years) 6.0 6.0 | Year Ended Risk-free interest rate 0.42 % Volatility 66 % Dividend yield 0.00 % Expected term (years) 6.02 |
Schedule of restricted stock activity | Number of Weighted- Unvested restricted common stock at December 31, 2020 41,375,794 $ 0.01 Granted 3,750,000 1.29 Forfeited (672,841 ) 0.00 Vested (10,897,997 ) 0.01 Unvested restricted common stock at September 30, 2021 33,554,956 0.11 | Number of Weighted- Unvested restricted common stock at December 35,857,500 $ — Granted 6,187,037 0.04 Forfeited (750,000 ) — Effect of modification to vesting terms 19,250,000 — Vested (19,168,743 ) — Unvested restricted common stock at December 41,375,794 0.01 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
EQRx, INC. [Member] | ||
Commitment and Contingencies (Tables) [Line Items] | ||
Schedule of operations and comprehensive loss | Nine Months Ended September 30, Classification 2021 2020 Operating lease costs Research and development $ 916 $ 659 General and administrative 1,039 1,297 Variable lease costs (1) Research and development 286 162 General and administrative 326 306 Total lease costs $ 2,567 $ 2,424 | Classification Year Ended Operating lease costs Research and development $ 939 General and administrative 1,669 Variable lease costs (1) Research and development 240 General and administrative 410 Total lease costs $ 3,258 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) - EQRx, INC. [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Net Loss Per Share (Tables) [Line Items] | ||
Schedule of computation of basic and diluted net loss per share | Nine Months Ended September 30, 2021 2020 Net loss $ (101,233 ) $ (72,370 ) Weighted average common shares outstanding, basic and diluted 38,332,938 23,730,386 Net loss per share, basic and diluted $ (2.64 ) $ (3.05 ) | Year Ended For the Net loss $ (249,983 ) $ (8,508) Weighted average common shares outstanding, 25,486,021 4,264,435 Net loss per share, basic and diluted $ (9.81 ) $ (2.00) |
Schedule of convertible preferred stock, options to purchase common stock and unvested restricted stock | Nine Months Ended September 30, 2021 2020 Convertible preferred shares 469,464,496 262,070,014 Outstanding stock options 33,923,859 5,724,963 Unvested restricted stock 33,554,956 45,835,164 | December 31, 2020 2019 Convertible preferred shares 443,331,164 — Outstanding stock options 9,229,963 — Unvested restricted stock 41,375,794 35,857,500 |
Convertible Preferred Stock (_2
Convertible Preferred Stock (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
EQRx, INC. [Member] | ||
Convertible Preferred Stock (Tables) [Line Items] | ||
Schedule of table summarize the Company’s outstanding Convertible Preferred Stock | Shares Authorized Shares Issued and Outstanding Carrying Value Liquidation Preference Conversion Price Series A 262,070,014 262,070,014 $ 243,536 $ 243,882 $ 0.9306 Series B 207,885,043 207,394,482 567,875 568,655 $ 2.7419 Balance at September 30, 2021 469,955,057 469,464,496 $ 811,411 $ 812,537 | Shares Shares Issued Carrying Value Liquidation Conversion Series A 262,070,014 262,070,014 $ 243,536 $ 243,882 $ 0.9306 Series B 191,473,066 181,261,150 496,619 497,000 $ 2.7419 Balance at December 31, 2020 453,543,080 443,331,164 $ 740,155 $ 740,882 |
Commitment and Contingencies _2
Commitment and Contingencies (Tables) - EQRx, INC. [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitment and Contingencies (Tables) [Line Items] | ||
Schedule of operations and comprehensive loss | Nine Months Ended September 30, Classification 2021 2020 Operating lease costs Research and development $ 916 $ 659 General and administrative 1,039 1,297 Variable lease costs (1) Research and development 286 162 General and administrative 326 306 Total lease costs $ 2,567 $ 2,424 | Classification Year Ended Operating lease costs Research and development $ 939 General and administrative 1,669 Variable lease costs (1) Research and development 240 General and administrative 410 Total lease costs $ 3,258 |
Schedule of total lease payment | Year ending December 31, 2021 $ 2,128 2022 3,255 2023 272 2024 — 2025 — Thereafter — Total lease payments 5,655 Less: Imputed interest (570) Total future minimum lease obligations (lease liability) $ 5,085 |
Income Taxes (Tables)
Income Taxes (Tables) - EQRx, INC. [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes (Tables) [Line Items] | |
Schedule of no provision for income taxes | Year Ended For the Profit before tax at federal statutory rate 21.0 % 21.0 % State tax benefit, net of federal effects 5.4 % 3.4 % Research and development credits 0.2 % 0.0 % Change in fair value of convertible promissory notes 0.0 % (9.6 )% Change in valuation allowance (26.6 )% (14.8 )% Effective income tax rate 0.0 % 0.0 % |
Schedule of net deferred tax assets | December 31, 2020 2019 Deferred tax assets: Net operating losses $ 18,643 $ 875 Intangible assets 47,936 — Operating lease liability 1,345 — Research and development tax credits 657 — Convertible note 397 273 Other 66 — Accrued bonus — 115 Total gross deferred tax assets 69,044 1,263 Valuation allowance (67,758 ) (1,263 ) Net deferred tax assets 1,286 — Deferred tax liabilities: Operating lease asset (1,286 ) — Total deferred tax liability (1,286 ) — Net deferred tax asset (liability) $ — $ — |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Apr. 09, 2021 | Feb. 04, 2021 | Feb. 04, 2021 | Sep. 30, 2021 | Feb. 06, 2021 |
Description of Organization and Business Operations (Details) [Line Items] | |||||
Share price per share (in Dollars per share) | $ 10 | ||||
Gross proceeds | $ 552,000,000 | ||||
Private placements of warrants | $ 8,693,333 | ||||
Price of private placement warrant (in Dollars per share) | $ 1.5 | ||||
Generating proceeds | $ 13,000,000 | ||||
Sale value per unit (in Dollars per share) | $ 10 | $ 10 | $ 10 | ||
Public shares redeem percentage | 100.00% | 80.00% | |||
Public per Share (in Dollars per share) | $ 10 | $ 10 | $ 10 | ||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | |||
Dissolution expenses | $ 100,000 | $ 100,000 | |||
PublicShares (in Dollars per share) | $ 10 | $ 10 | |||
Reduction per share (in Dollars per share) | $ 10 | $ 10 | |||
Business Combination Consideration, description | (i) $3,650,000,000 divided by (ii) 10 divided by (iii) the Aggregate Company Share Amount (as defined in the Merger Agreement). | ||||
Cash | $ 2,100,000 | ||||
Working capital deficiency | 54,000,000,000 | ||||
Payment from sponsor | 25,000 | ||||
Proceeds form sponsor | 156,000 | ||||
Additional borrowed amount | 44,000 | ||||
Total outstanding balance | $ 200,000 | ||||
Business Combinations [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Percentage of ownership interest | 50.00% | 50.00% | 50.00% | ||
Business combination term | 1 year | ||||
Percentage of fair market value interest | 80.00% | 80.00% | |||
Maximum [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Incurring offering costs | 31,000,000 | ||||
Minimum [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Incurring offering costs | $ 19,300,000 | ||||
Proposed Public Offering [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Sale of stock in shares (in Shares) | 55,200,000 | ||||
Over-Allotment Option [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Sale of stock in shares (in Shares) | 7,200,000 | 55,200,000 | |||
Sale value per unit (in Dollars per share) | $ 10 | ||||
Private Placement [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Private placement amount | $ 552,000,000 | ||||
Sale value per unit (in Dollars per share) | $ 10 | $ 10 | $ 10 | ||
Proposed public offering [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Sale of stock in shares (in Shares) | 48,000,000 | ||||
Sale value per unit (in Dollars per share) | $ 10 | $ 10 | |||
CMLS Holdings III LLC [Member] | Proposed Public Offering [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Sale of stock in shares (in Shares) | 55,200,000 | ||||
CMLS Holdings III LLC [Member] | Over-Allotment Option [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Sale of stock in shares (in Shares) | 7,200,000 | 55,200,000 | |||
Share price per share (in Dollars per share) | $ 10 | ||||
Sale of warrants (in Shares) | 8,693,333 | 8,693,333 | |||
CMLS Holdings III LLC [Member] | Proposed public offering [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Sale of stock in shares (in Shares) | 48,000,000 | ||||
Share price per share (in Dollars per share) | $ 10 | $ 10 | |||
Sale of warrants (in Shares) | 7,733,333 | 7,733,333 | |||
Class A Common Stock [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Price of private placement warrant (in Dollars per share) | $ 1.5 | ||||
Sale value per unit (in Dollars per share) | $ 11.5 | 11.5 | 10 | $ 11.5 | |
Common stock, per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | Feb. 04, 2021 | Feb. 29, 2020 | Oct. 31, 2019 | Dec. 31, 2019 | Sep. 30, 2021 | Dec. 31, 2020 |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Net tangible assets | $ 5,000,001 | |||||
Federal Deposit Insurance | 250,000 | |||||
Common stock, shares subject to possible redemption | 46,902,154 | |||||
Weighted average shares (in Shares) | 1,800,000 | |||||
EQRx, INC. [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Lease term | 12 years | |||||
Research and development amount | $ 500,000 | $ 1,000,000 | $ 1,500,000 | $ 1,500,000 | ||
Bear interest rate | 6.00% | |||||
Ultimate settlement percentage | 50.00% | |||||
Prepaid and other current assets | $ 5,500,000 | $ 200,000 | ||||
Prepaid and other current assets | 200,000 | |||||
Amortization expense | $ 19,400 | |||||
Public Offering [Member] | Private Placement Warrants [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Aggregate shares of common stock (in Shares) | 19,733,333 | |||||
Class A Common Stock [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Common stock subject to possible redemption | $ 69,200,000 | |||||
Additional paid-in capital | 21,300,000 | |||||
Accumulated deficit | $ 47,900,000 | |||||
Reclassification of common stock from permanent equity (in Shares) | 6,924,903 | |||||
Common stock, shares subject to possible redemption | $ 55,200,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of balance sheet - USD ($) | Jun. 30, 2021 | Apr. 09, 2021 |
As Previously Reported [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total assets | $ 553,337,784 | $ 553,896,081 |
Total liabilities | $ 81,123,261 | $ 66,145,110 |
Class A common stock subject to possible redemption (in Shares) | 467,214,520 | 482,750,970 |
Preferred stock | ||
Class A common stock (in Shares) | 848 | 692 |
Class B common stock (in Shares) | 1,380 | 1,380 |
Additional paid-in capital | $ 36,838,090 | $ 21,301,795 |
Retained earnings (accumulated deficit) | (31,840,315) | (16,303,866) |
Total stockholders’ equity (deficit) | 5,000,003 | 5,000,001 |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) | 553,337,784 | 553,896,081 |
Adjustment [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total assets | ||
Total liabilities | ||
Class A common stock subject to possible redemption (in Shares) | 84,785,480 | 69,249,030 |
Preferred stock | ||
Class A common stock (in Shares) | (848) | (692) |
Class B common stock (in Shares) | ||
Additional paid-in capital | $ (36,838,090) | $ (21,301,795) |
Retained earnings (accumulated deficit) | (47,946,543) | (47,946,543) |
Total stockholders’ equity (deficit) | (84,785,481) | (69,249,030) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) | ||
As Restated [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total assets | 553,337,784 | 553,896,081 |
Total liabilities | $ 81,123,261 | $ 66,145,110 |
Class A common stock subject to possible redemption (in Shares) | 552,000,000 | 552,000,000 |
Preferred stock | ||
Class A common stock (in Shares) | ||
Class B common stock (in Shares) | 1,380 | 1,380 |
Additional paid-in capital | ||
Retained earnings (accumulated deficit) | (79,786,858) | (64,250,409) |
Total stockholders’ equity (deficit) | (79,785,478) | (64,249,029) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) | $ 553,337,784 | $ 553,896,081 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of statement of cash flows | 17 Months Ended |
Jun. 30, 2021USD ($) | |
As Reported [Member] | |
Supplemental Disclosure of Noncash Financing Activities: | |
Initial value of Class A common stock subject to possible redemption | $ 482,750,970 |
Change in value of Class A common stock subject to possible redemption | 15,536,450 |
Adjustment [Member] | |
Supplemental Disclosure of Noncash Financing Activities: | |
Initial value of Class A common stock subject to possible redemption | (482,750,970) |
Change in value of Class A common stock subject to possible redemption | (15,536,450) |
As Restated [Member] | |
Supplemental Disclosure of Noncash Financing Activities: | |
Initial value of Class A common stock subject to possible redemption | |
Change in value of Class A common stock subject to possible redemption |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of weighted average shares outstanding and basic and diluted earnings per share - USD ($) | 3 Months Ended | 5 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
As Reported [Member] | Class A Common Stock [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Net loss | $ (31,803,898) | $ (31,840,315) |
Weighted average shares outstanding | 55,200,000 | 55,200,000 |
Basic and diluted earnings per share | $ 0 | $ 0 |
As Reported [Member] | Class B Common Stock [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Net loss | $ (31,803,898) | $ (31,840,315) |
Weighted average shares outstanding | 13,641,758 | 13,016,327 |
Basic and diluted earnings per share | $ 0.23 | $ (2.33) |
Adjustment [Member] | Class A Common Stock [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Net loss | ||
Weighted average shares outstanding | (4,852,747) | (23,819,178) |
Basic and diluted earnings per share | $ (0.5) | $ (0.72) |
Adjustment [Member] | Class B Common Stock [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Net loss | ||
Weighted average shares outstanding | ||
Basic and diluted earnings per share | $ (0.73) | $ 1.61 |
As Adjusted [Member] | Class A Common Stock [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Net loss | $ (31,803,898) | $ (31,840,315) |
Weighted average shares outstanding | 50,347,253 | 31,380,822 |
Basic and diluted earnings per share | $ (0.5) | $ (0.72) |
As Adjusted [Member] | Class B Common Stock [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Net loss | $ (31,803,898) | $ (31,840,315) |
Weighted average shares outstanding | 13,641,758 | 13,016,327 |
Basic and diluted earnings per share | $ (0.5) | $ (0.72) |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($) | 3 Months Ended | 8 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 5,235,452 | $ (19,026,658) |
Denominator: | ||
Basic and diluted weighted average common stock outstanding | 55,200,000 | 40,418,410 |
Basic and diluted net income (loss) per common stock | $ 0.09 | $ (0.47) |
Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 1,308,863 | $ (6,269,343) |
Denominator: | ||
Basic and diluted weighted average common stock outstanding | 13,800,000 | 13,317,992 |
Basic and diluted net income (loss) per common stock | $ 0.09 | $ (0.47) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 09, 2021 | Feb. 04, 2021 | Sep. 30, 2021 |
Initial Public Offering (Details) [Line Items] | |||
Sale price per share (in Dollars per share) | $ 10 | $ 10 | |
Gross Proceeds | $ 552 | ||
Deferred Costs | 31 | ||
Deferred Underwriting Commission | $ 19.3 | ||
Initial Public Offering [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Sale of stock in shares (in Shares) | 55,200,000 | ||
Initial public offering, description | Each Unit consists of one share of Class A Common Stock and one-fifth of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. | ||
Over-Allotment Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Sale of stock in shares (in Shares) | 7,200,000 | 55,200,000 | |
Sale price per share (in Dollars per share) | $ 10 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Feb. 04, 2021 | Sep. 30, 2021 | Feb. 06, 2021 |
Private Placement (Details) [Line Items] | |||
Purchase aggregate warrants | 7,733,333 | 8,693,333 | |
Price per warrant (in Dollars per share) | $ 18 | ||
Gross Proceeds (in Dollars) | $ 13,040,000 | ||
Private Placement [Member] | |||
Private Placement (Details) [Line Items] | |||
Purchase aggregate warrants | 166,666 | ||
Committed purchase warrants | 83,334 | ||
Over-Allotment Option [Member] | |||
Private Placement (Details) [Line Items] | |||
Purchase aggregate warrants | 8,693,333 | ||
Price per warrant (in Dollars per share) | $ 1.5 | ||
Gross Proceeds (in Dollars) | $ 13,040,000 | ||
Committed purchase warrants | 8,110,001 | ||
Underwriters [Member] | |||
Private Placement (Details) [Line Items] | |||
Gross Proceeds (in Dollars) | $ 11,600,000 | ||
Sponsor and Director [Member] | Private Placement [Member] | |||
Private Placement (Details) [Line Items] | |||
Purchase aggregate warrants | 8,110,001 | ||
Price per warrant (in Dollars per share) | $ 1.5 | ||
Gross Proceeds (in Dollars) | $ 13 | ||
Mr. Henry, Mr. Robins and Dr. Robins [Member] | |||
Private Placement (Details) [Line Items] | |||
Purchase aggregate warrants | 83,334 | ||
Sponsor [Member] | |||
Private Placement (Details) [Line Items] | |||
Committed purchase warrants | 7,150,001 | ||
Mr. Owusu-Kesse [Member] | Private Placement [Member] | |||
Private Placement (Details) [Line Items] | |||
Committed purchase warrants | 166,666 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Apr. 06, 2021 | Feb. 04, 2021 | Mar. 31, 2021 | Sep. 30, 2021 |
Related Party Transactions (Details) [Line Items] | ||||
Price per share (in Dollars per share) | $ 10 | $ 10 | ||
Stock split, description | On April 6, 2021, the Company effected a 1.2:1 stock split of the Class B Common Stock, resulting in the Sponsor holding an aggregate of 13,700,000 Founder Shares and there being an aggregate of 13,800,000 Founder Shares outstanding. | |||
Founder Shares no longer subject to forfeiture | 1,800,000 | |||
Founder shares, description | The initial stockholders 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 the 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. | |||
Loan amount (in Dollars) | $ 300,000 | |||
Amount borrowed (in Dollars) | $ 156,000 | |||
Additional Amount (in Dollars) | 44,000 | |||
Outstanding Balance (in Dollars) | 200,000 | $ 200,000 | ||
Working capital loans (in Dollars) | $ 1,500,000 | $ 1,500,000 | ||
Price per warrant (in Dollars per share) | $ 10 | |||
Aggregate shares purchased | 15,000,000 | |||
Aggregate amount (in Dollars) | $ 150,000,000 | |||
Subsequent Event [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Stock split, description | the Company effected a 1:1.2 stock split of the Class B common stock, resulting in the Sponsor holding an aggregate of 13,700,000 Founder Shares and there being an aggregate of 13,800,000 | |||
Founder Shares no longer subject to forfeiture | 1,800,000 | |||
Founder shares, description | 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. | |||
Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Purchase price of founder shares (in Dollars) | $ 25,000 | |||
Price per share (in Dollars per share) | $ 0.002 | |||
Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Purchase price of founder shares (in Dollars) | $ 25,000 | |||
Price per share (in Dollars per share) | $ 0.002 | |||
Subject to forfeiture of shares | 1,800,000 | |||
Issued and outstanding ordinary shares percentage | 0.20 | |||
Founder Purchase Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Price per share (in Dollars per share) | $ 10 | |||
Aggregate shares purchased | 15,000,000 | |||
Aggregate amount (in Dollars) | $ 150,000,000 | |||
Mr. Owusu-Kesse [Member] | Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Shares transferred | 25,000 | |||
Mr. Owusu-Kesse [Member] | Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Shares transferred | 25,000 | |||
Dr. Robins [Member] | Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Shares transferred | 25,000 | |||
Mr. Henry [Member] | Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Shares transferred | 25,000 | |||
Mr. Robins [Member] | Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Shares transferred | 25,000 | |||
Class B Common Stock [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | 0.0001 | ||
Class B Common Stock [Member] | Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Number of common stock issued | 11,500,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||
Class B Common Stock [Member] | Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Number of common stock issued | 11,500,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||
Private Placement Warrants [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Price per warrant (in Dollars per share) | $ 1.5 | $ 1.5 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Feb. 04, 2021 | Dec. 31, 2019 | Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Oct. 01, 2020 | Jan. 31, 2020 |
EQRx, INC. [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Expire date | Jan. 31, 2023 | ||||||||
Annual rent | $ 2.5 | $ 2.5 | |||||||
Initial annual rent | $ 2.7 | $ 3 | |||||||
Improvement allowance | $ 1 | $ 1 | |||||||
Property and equipment | 1 | ||||||||
Security deposit | 0.8 | ||||||||
Lease agreement amount | 0.6 | ||||||||
Cash payments | $ 3 | $ 2.2 | |||||||
Lease agreement, description | the Company entered into a non-cancellable operating lease with Surface Oncology, Inc. (“Surface”) for 33,529 square feet of office space in Cambridge, Massachusetts (the “Lease Agreement”). The term of the Lease Agreement commenced on January 1, 2020, and will expire on January 31, 2023, with no renewal option. | ||||||||
Lease allowance | 1 | $ 1 | |||||||
Raising value | $ 100 | ||||||||
Weighted average remaining lease term | 2 years 1 month 6 days | ||||||||
Weighted average discount rate | 9.00% | ||||||||
Business Acquisition [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Description of underwriting agreement | The underwriters will be entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the Proposed Public Offering, or $9,600,000 (or up to $11,040,000 if the underwriters’ over-allotment is exercised in full). Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Proposed Public Offering, or $16,800,000 (or up to $19,320,000 if the underwriters’ over-allotment is exercised in full), upon the completion of the Company’s initial Business Combination. | The underwriters were entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the Initial Public Offering, or approximately $11.0 million. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering, or approximately $19.3 million if the underwriters’ over-allotment is exercised in full), upon the completion of the Company’s initial Business Combination. | |||||||
Maximum [Member] | EQRx, INC. [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Initial annual rent | $ 2.7 | ||||||||
Security deposit | $ 0.8 | ||||||||
Lease agreement amount | 100 | ||||||||
Minimum [Member] | EQRx, INC. [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Initial annual rent | $ 2.5 | ||||||||
Security deposit | 0.6 | ||||||||
Property, Plant and Equipment [Member] | EQRx, INC. [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Lease allowance | $ 1 | ||||||||
Over-Allotment Option [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Purchase of additional shares (in Shares) | 7,200,000 | ||||||||
Purchase of additional shares (in Shares) | 7,200,000 |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption (Details) - Class A Common Stock [Member] | Sep. 30, 2021$ / sharesshares |
Class A Common Stock Subject to Possible Redemption (Details) [Line Items] | |
Common stock authorized | 380,000,000 |
Common stock per share (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock outstanding | 55,200,000 |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption (Details) - Schedule of class A common Stock subject to possible redemption | 8 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule of class A common Stock subject to possible redemption [Abstract] | |
Gross proceeds from Initial Public Offering | $ 552,000,000 |
Less: | |
Fair value of Public Warrants at issuance | (17,995,200) |
Offering costs allocated at Class A Common Stock subject to possible redemption | (28,906,954) |
Plus: | |
Accretion on Class A Common Stock subject to possible redemption | 46,902,154 |
Class A Common Stock subject to possible redemption | $ 552,000,000 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 06, 2021 | Feb. 06, 2021 | Feb. 04, 2021 | Jan. 10, 2020 | Jan. 28, 2021 | Jul. 31, 2020 | Jun. 30, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Apr. 09, 2021 | Nov. 18, 2020 | Dec. 31, 2019 |
Stockholders’ Deficit (Details) [Line Items] | ||||||||||||||
Preferred stock, designated shares | 1,000,000 | 1,000,000 | ||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||
Voting rights, description | Holders are entitled to one vote for each share of Class B common stock. | |||||||||||||
Converted basis, percentage | 20.00% | 20.00% | ||||||||||||
Stock price (in Dollars per share) | $ 10 | $ 10 | ||||||||||||
Aggregate gross proceeds | 60.00% | |||||||||||||
Percentage of market value | 115.00% | |||||||||||||
Issued price (in Dollars per share) | $ 18 | |||||||||||||
Redemption of warrants price per shares (in Dollars per share) | $ 10 | |||||||||||||
Warrant term | 5 years | |||||||||||||
Gross proceeds (in Dollars) | $ 552 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||||||||||
Reverse stock split, description | the Company effected a 1:1.2 stock split of the Class B common stock, resulting in an aggregate of 13,800,000 shares of Class B common stock outstanding (see Note 8). All shares and the associated amounts have been retroactively restated to reflect the aforementioned stock split. Of the 13,800,000 shares of Class B common stock, an aggregate of up to 1,800,000 shares are subject to forfeiture to the Company for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial stockholders will collectively own 20% of the Company’s issued and outstanding common stock after the Proposed Public Offering. | |||||||||||||
EQRx, INC. [Member] | ||||||||||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||||||||||
Common stock, shares authorized | 620,000,000 | 605,000,000 | 75,000,000 | |||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Net proceeds (in Dollars) | $ 60 | |||||||||||||
Per share price | 5.4838 | |||||||||||||
Outstanding holders, percentage | 55.00% | |||||||||||||
Business Combination [Member] | ||||||||||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||||||||||
Initial Business Combination price (in Dollars per share) | $ 9.2 | |||||||||||||
Class A Common Stock [Member] | ||||||||||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||||||||||
Common stock, shares authorized | 380,000,000 | 380,000,000 | ||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||
Common stock, shares issued | 55,200,000 | |||||||||||||
Excess Stock, Shares Outstanding | 55,200,000 | |||||||||||||
Stock price (in Dollars per share) | 11.5 | $ 11.5 | $ 10 | |||||||||||
Issued price (in Dollars per share) | 18 | |||||||||||||
Redemption of warrants price per shares (in Dollars per share) | $ 10 | |||||||||||||
Percentage of higher market value | 180.00% | |||||||||||||
Purchase price (in Dollars per share) | $ 10 | |||||||||||||
Warrants, description | Redemption 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 (except as described herein with respect to the Private Placement 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 (the “30-day redemption period”); and• if, and only if, the closing price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted) 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. | |||||||||||||
Class A Common Stock [Member] | Business Combination [Member] | ||||||||||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||||||||||
Initial Business Combination price (in Dollars per share) | $ 9.2 | |||||||||||||
Class B Common Stock [Member] | ||||||||||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||||||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | ||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||
Common stock, shares issued | 11,500,000 | 13,800,000 | ||||||||||||
Excess Stock, Shares Outstanding | 13,800,000 | |||||||||||||
Voting rights, description | Holders are entitled to one vote for each share of Class B Common Stock. | |||||||||||||
Common stock, shares outstanding | 11,500,000 | |||||||||||||
Series A Preferred Stock [Member] | EQRx, INC. [Member] | ||||||||||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||||||||||
Preferred stock, designated shares | 262,070,014 | 262,070,014 | 0 | |||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, shares issued | 27,812,545 | 27,812,545 | 27,812,545 | 27,812,545 | ||||||||||
Stock price (in Dollars per share) | $ 0.9306 | |||||||||||||
Preferred stock, shares issued | 453,543,080 | |||||||||||||
Purchase agreement, description | the Company entered into a Series A Preferred Stock Purchase Agreement (“Series A Purchase Agreement”), pursuant to which it could raise up to approximately $218.0 million through the issuance of up to 234,257,469 Series A shares, excluding the issuance of shares of Series A upon conversion of the October 2019 Notes, par value $0.0001 per share, for $0.9306 per share (“Series A Original Issue Price”) | (i) 55% of the holders then-outstanding, or (ii) the Company on or after June 1, 2020 (the “Second Closing”). The Company provided notice to investors that it would like to close the Second Closing in September 2020. Upon completion of the Second Closing, the Company issued the additional 107,994,846 shares of Series A at the Series A Original Issue Price. | ||||||||||||
Sale of stock | 126,262,623 | 126,262,623 | 126,262,623 | 126,262,623 | ||||||||||
Gross proceeds (in Dollars) | $ 117.5 | $ 117.5 | $ 117.5 | $ 117.5 | ||||||||||
Additional purchase of shares | 107,994,846 | |||||||||||||
Gross proceeds (in Dollars) | $ 100.5 | |||||||||||||
Conversion price (in Dollars per share) | $ 0.9306 | |||||||||||||
Series B Preferred Stock [Member] | EQRx, INC. [Member] | ||||||||||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||||||||||
Preferred stock, designated shares | 207,885,043 | 191,473,066 | 0 | |||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Purchase price (in Dollars per share) | $ 2.7419 | |||||||||||||
Preferred stock, shares issued | 98,654,203 | |||||||||||||
Additional purchase of shares | 191,473,066 | |||||||||||||
Gross proceeds (in Dollars) | $ 497 | |||||||||||||
Aggregates of shares | 181,261,150 | |||||||||||||
Conversion price (in Dollars per share) | $ 2.7419 | |||||||||||||
Per share price | 2.7419 | |||||||||||||
Outstanding holders, percentage | 55.00% | |||||||||||||
Series B Purchase Agreement [Member] | EQRx, INC. [Member] | ||||||||||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||||||||||
Purchase agreement, description | the Company further amended the Series B Purchase Agreement to increase the number of shares of Series B that could be issued under the agreement from 191,473,066 to 207,885,043. Subsequent to December 31, 2020, the Company issued a total of 26,133,332 additional shares of Series B at the Series B Original Issued Price for aggregate proceeds of $71.7 million. | |||||||||||||
Aggregates of shares | 191,473,066 | |||||||||||||
Exercise price 18.00 [Member] | ||||||||||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||||||||||
Warrants, description | Redemption 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 (except as described herein with respect to the Private Placement 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 (the “30-day redemption period”); and• if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) 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 | |||||||||||||
Exercise price 10.00 [Member] | ||||||||||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||||||||||
Warrants, description | Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00.• in whole and not in part;• at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that 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” (as defined below) of the Company’s Class A common stock except as otherwise described below;• if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $10.00 per public 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 $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) - USD ($) | 8 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Feb. 06, 2021 | Feb. 04, 2021 | |
Derivative Warrant Liabilities (Details) [Line Items] | ||||
Public warrants outstanding (in Dollars) | $ 11,040,000 | |||
Private warrants outstanding (in Dollars) | $ 8,693,333 | |||
Business combination, desccription | In addition, if (x) the Company issue additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination (excluding any issuance of Forward Purchase Shares) at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (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 initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders 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 the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “— Redemption of warrants when the price per share of Class A Common Stock equals or exceeds $18.00” and under “— Redemption of warrants when the price per share of Class A | |||
Common stock equals or exceeds price per share | $ 10 | $ 10 | $ 10 | |
Market value percentage | 180.00% | |||
Newly Issued Price per share | $ 10 | $ 10 | ||
Warrants term | 5 years | |||
Redemption per share | $ 0.361 | |||
Warrants issued (in Shares) | 19,733,333 | |||
Warrant [Member] | ||||
Derivative Warrant Liabilities (Details) [Line Items] | ||||
Newly Issued Price per share | $ 1.5 | 1.5 | 1.5 | |
Class A Common Stock [Member] | ||||
Derivative Warrant Liabilities (Details) [Line Items] | ||||
Price per share | 11.5 | |||
Common stock equals or exceeds price per share | $ 10 | $ 10 | $ 11.5 | $ 11.5 |
Warrants, description | Redemption 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 (except as described herein with respect to the Private Placement 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 (the “30-day redemption period”); and• if, and only if, the closing price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted) 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. | |||
Class A Common Stock [Member] | Warrant [Member] | ||||
Derivative Warrant Liabilities (Details) [Line Items] | ||||
Warrants, description | Redemption 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” (as defined below) of the Company’s Class A Common Stock except as otherwise described below;• if, and only if, the closing price of the Company’s Class A Common Stock equals or exceeds $10.00 per Public 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 $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Private Placement [Member] - USD ($) | Apr. 09, 2021 | Sep. 30, 2021 |
Fair Value Measurements (Details) [Line Items] | ||
Recognized loss | $ 15,213,000 | |
Aggregate private placement warrant | $ 13,040,000 | |
Aggregate fair value | $ 28,253,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis | Sep. 30, 2021USD ($) |
Level 1 [Member] | |
Assets: Investments in Trust Account | |
U.S. Treasury securities | $ 552,015,433 |
Derivative Warrant Liabilities: | |
Public Warrants | 23,625,600 |
Private Placement Warrants | |
Level 2 [Member] | |
Assets: Investments in Trust Account | |
U.S. Treasury securities | |
Derivative Warrant Liabilities: | |
Public Warrants | |
Private Placement Warrants | |
Level 3 [Member] | |
Assets: Investments in Trust Account | |
U.S. Treasury securities | |
Derivative Warrant Liabilities: | |
Public Warrants | |
Private Placement Warrants | $ 29,296,532 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements - Level 3 [Member] - $ / shares | 5 Months Ended | 8 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Fair Value Measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements [Line Items] | ||
Exercise price (in Dollars per share) | $ 11.5 | |
Unit price (in Dollars per share) | $ 9.92 | |
Term (years) | 5 years 3 months | |
Risk-free rate | 1.02% | |
Dividend yield | 0.00% | |
Minimum [Member] | ||
Fair Value Measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements [Line Items] | ||
Volatility | 29.80% | |
Maximum [Member] | ||
Fair Value Measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements [Line Items] | ||
Volatility | 42.00% | |
Initial Fair Value [Member] | ||
Fair Value Measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements [Line Items] | ||
Exercise price (in Dollars per share) | $ 11.5 | |
Unit price (in Dollars per share) | $ 10 | |
Term (years) | 5 years 11 months 23 days | |
Risk-free rate | 1.09% | |
Dividend yield | 0.00% | |
Initial Fair Value [Member] | Minimum [Member] | ||
Fair Value Measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements [Line Items] | ||
Volatility | 23.70% | |
Initial Fair Value [Member] | Maximum [Member] | ||
Fair Value Measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements [Line Items] | ||
Volatility | 41.00% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of derivative warrant liabilities - USD ($) | 2 Months Ended | 3 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | |
Schedule of derivative warrant liabilities [Abstract] | |||
Derivative warrant liabilities at January 25, 2021 (inception) | |||
Derivative warrant liabilities at ending | $ 29,296,532 | $ 33,121,599 | |
Issuance of Public and Private Warrants | 46,248,532 | ||
Transfer of Public Warrants to Level 1 | (17,995,200) | ||
Change in fair value of warrant liabilites | $ (3,825,067) | $ 4,868,267 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Aug. 05, 2021 | Feb. 28, 2021 | Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Apr. 06, 2021 | Feb. 04, 2021 |
Subsequent Events (Details) [Line Items] | ||||||||
Aggregate of founder shares (in Shares) | 100,000 | |||||||
Aggregate of founder shares outstanding (in Shares) | 13,800,000 | |||||||
Borrowing amount | $ 200,000 | |||||||
Sponsor [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Sponsor transferred founder shares | $ 25,000 | |||||||
Aggregate of founder shares (in Shares) | 13,700,000 | |||||||
EQRx, INC. [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Proceeds of business combination | $ 1,700,000,000 | $ 3,000 | $ 373,000 | $ 857,000 | $ 945,000 | |||
EQRx, INC. [Member] | Subsequent Event [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Aggregate of purchase price | 120,000,000 | |||||||
Net proceeds of additional purchase | $ 1,200,000,000 |
Proposed Public Offering (Detai
Proposed Public Offering (Details) - $ / shares | Apr. 09, 2021 | Feb. 04, 2021 | Sep. 30, 2021 |
Proposed Public Offering (Details) [Line Items] | |||
Sale price per share (in Dollars per share) | $ 10 | $ 10 | |
Proposed public offering [Member] | |||
Proposed Public Offering (Details) [Line Items] | |||
Sale of stock in shares | 48,000,000 | ||
Sale price per share (in Dollars per share) | $ 10 | ||
Over-Allotment Option [Member] | |||
Proposed Public Offering (Details) [Line Items] | |||
Sale of stock in shares | 7,200,000 | 55,200,000 | |
Sale price per share (in Dollars per share) | $ 10 | ||
Business Combination [Member] | |||
Proposed Public Offering (Details) [Line Items] | |||
Proposed public offering description | Each Unit consists of one share of Class A common stock and one-fifth of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion of the initial Business Combination, and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. |
Nature of Business (Details)
Nature of Business (Details) - EQRx, INC. [Member] - USD ($) $ in Millions | Jan. 31, 2021 | Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Nature of Business (Details) [Line Items] | |||||
Net loss incurred by company | $ 101.2 | $ 72.4 | |||
Cash | 457.1 | ||||
Accumulated deficit | $ 359.7 | ||||
Net loss | $ 8.5 | $ 250 | |||
Cash | $ 490.3 | ||||
Issuance of shares (in Shares) | 98,654,203 | 61,794,537 | |||
Aggregate proceeds | $ 71.7 | ||||
Series B Convertible Preferred Stock [Member] | |||||
Nature of Business (Details) [Line Items] | |||||
Issuance of shares (in Shares) | 26,133,332 | 181,261,150 | |||
Aggregate proceeds | $ 497 |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents and Restricted Cash (Details) - Schedule of condensed consolidated statements of cash flows - EQRx, INC. [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Cash, Cash Equivalents and Restricted Cash (Details) - Schedule of condensed consolidated statements of cash flows [Line Items] | ||
Cash and cash equivalents | $ 456,470 | $ 489,682 |
Restricted cash | 633 | 633 |
Total cash and restricted cash | $ 457,103 | $ 490,315 |
Fair Value Measurements and Fai
Fair Value Measurements and Fair Value of Instruments (Details) - Schedule of assets that are measured at fair value on a recurring basis - EQRx, INC. [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Cash equivalents: | ||
Amortized Costs | $ 454,471 | $ 487,682 |
Gross Unrealized Gain | ||
Gross Unrealized Loss | ||
Aggregate Fair Value | 454,471 | 487,682 |
Level 1 [Member] | Money Market Funds [Member] | ||
Cash equivalents: | ||
Amortized Costs | 238,238 | 361,087 |
Gross Unrealized Gain | ||
Gross Unrealized Loss | ||
Aggregate Fair Value | $ 238,238 | $ 361,087 |
Fair Value Level | Level 1 | Level 1 |
Level 2 [Member] | Commercial Paper [Member] | ||
Cash equivalents: | ||
Amortized Costs | $ 216,233 | $ 94,536 |
Gross Unrealized Gain | ||
Gross Unrealized Loss | ||
Aggregate Fair Value | $ 216,233 | $ 94,536 |
Fair Value Level | Level 2 | Level 2 |
Level 2 [Member] | Commercial bonds [Member] | ||
Cash equivalents: | ||
Amortized Costs | $ 32,059 | |
Gross Unrealized Gain | ||
Gross Unrealized Loss | ||
Aggregate Fair Value | $ 32,059 | |
Fair Value Level | Level 2 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - EQRx, INC. [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property and Equipment, Net (Details) [Line Items] | |||
Depreciation expense | $ 900,000 | $ 69,800 | |
Depreciation expense | $ 300,000 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment, net - EQRx, INC. [Member] - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property and equipment: | |||
Property and equipment | $ 3,422 | $ 3,058 | $ 78 |
Less: Accumulated depreciation | (1,212) | (338) | |
Property and equipment, net: | $ 2,210 | 2,720 | 78 |
Leasehold improvements [Member] | |||
Property and equipment: | |||
Estimated Useful Life | Lesser of useful life or life of lease | ||
Property and equipment | $ 1,492 | 1,479 | |
Furniture and fixtures [Member] | |||
Property and equipment: | |||
Property and equipment | $ 1,090 | 893 | |
Estimated Useful Life | 5 years | ||
Capitalized website development [Member] | |||
Property and equipment: | |||
Property and equipment | $ 577 | 548 | |
Computer equipment [Member] | |||
Property and equipment: | |||
Property and equipment | $ 189 | 138 | |
Estimated Useful Life | 3 years | ||
Work-in-progress [Member] | |||
Property and equipment: | |||
Estimated Useful Life | n.a. | ||
Property and equipment | $ 74 | ||
Minimum [Member] | Capitalized website development [Member] | |||
Property and equipment: | |||
Estimated Useful Life | 1 year | ||
Maximum [Member] | Capitalized website development [Member] | |||
Property and equipment: | |||
Estimated Useful Life | 3 years |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of accrued expenses - EQRx, INC. [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accrued Expenses (Details) - Schedule of accrued expenses [Line Items] | |||
External research and development | $ 11,567 | $ 9,870 | |
Accrued professional services | 2,187 | 723 | $ 116 |
Accrued consulting | 1,256 | 334 | 424 |
Accrued compensation | 4,874 | 120 | 524 |
Other | 300 | 118 | 50 |
Total accrued expenses | $ 20,184 | $ 11,165 | $ 1,114 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) - EQRx, INC. [Member] - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jan. 28, 2021 | Jul. 31, 2020 | Jun. 30, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Jan. 10, 2020 | Dec. 31, 2019 | |
Convertible Preferred Stock (Details) [Line Items] | |||||||||
Issuance shares | 98,654,203 | 61,794,537 | |||||||
Additional shares | 26,133,332 | 107,994,846 | |||||||
Aggregate proceeds (in Dollars) | $ 71,700,000 | ||||||||
Outstanding percentage | 55.00% | ||||||||
Purchase price (in Dollars per share) | $ 2.7419 | ||||||||
Purchase agreement, description | the Series B Initial Closing, the Company may sell, in one or more additional closings, 191,473,066 additional shares of Series B to one or more purchasers who are existing stockholders of the Company or are mutually acceptable to the Company and its board of directors, provided that (a) such subsequent closings are consummated prior to March 31, 2021, (b) each such additional purchaser becomes a party to the transaction agreements, and (c) the Company may not sell and issue more than 191,473,066 shares in aggregate in all closings under the Series B Purchase Agreement (“Series B Additional Closings”). During the year ended December 31, 2020, the Company issued a total of 181,261,150 shares of Series B for aggregate proceeds of $497.0 million in the Series B Initial Closing and through Series B Additional Closings. | ||||||||
Conversion of stock ,description | a. the closing of the sale of shares of common stock to the public pursuant to an effective registration statement resulting in $60.0 million in net proceeds at a price of at least $5.4838 per share, orb. the vote or written consent of at least 55% of the then outstanding Convertible Preferred Stock holders. | ||||||||
Price per share (in Dollars per share) | $ 2.7419 | ||||||||
Voting percentage | 55.00% | ||||||||
Minimum [Member] | |||||||||
Convertible Preferred Stock (Details) [Line Items] | |||||||||
Issuance shares | 191,473,066 | ||||||||
Maximum [Member] | |||||||||
Convertible Preferred Stock (Details) [Line Items] | |||||||||
Issuance shares | 207,885,043 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Convertible Preferred Stock (Details) [Line Items] | |||||||||
Preferred stock, shares authorized (in Dollars) | $ 469,955,057 | ||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, shares designated | 262,070,014 | ||||||||
Rise up, value (in Dollars) | $ 218,000,000 | ||||||||
Issuance shares | 234,257,469 | ||||||||
Sale value per unit (in Dollars per share) | $ 0.9306 | ||||||||
Sale of stock | 126,262,623 | 126,262,623 | 126,262,623 | 126,262,623 | |||||
Gross proceeds (in Dollars) | $ 117,500,000 | $ 117,500,000 | $ 117,500,000 | $ 117,500,000 | |||||
Excluding shares | 27,812,545 | 27,812,545 | 27,812,545 | 27,812,545 | |||||
Conversion price (in Dollars per share) | 0.9306 | ||||||||
Series B Preferred Stock [Member] | |||||||||
Convertible Preferred Stock (Details) [Line Items] | |||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares designated | 207,885,043 | ||||||||
Conversion price (in Dollars per share) | 2.7419 | ||||||||
Conversion price (in Dollars per share) | $ 2.7419 | ||||||||
Series A Purchase Agreement [Member] | |||||||||
Convertible Preferred Stock (Details) [Line Items] | |||||||||
Additional shares | 107,994,846 | ||||||||
Aggregate proceeds (in Dollars) | $ 100,500,000 |
Convertible Preferred Stock (_3
Convertible Preferred Stock (Details) - Schedule of outstanding Convertible Preferred Stock - EQRx, INC. [Member] - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Conversion of Stock [Line Items] | ||
Shares Authorized | 469,955,057 | |
Shares Issued and Outstanding | 469,464,496 | |
Carrying Value | $ 811,411 | |
Liquidation Preference | $ 812,537 | |
Conversion Price (per share) | $ 0.79101 | |
Series A [Member] | ||
Conversion of Stock [Line Items] | ||
Shares Authorized | 262,070,014 | |
Shares Issued and Outstanding | 262,070,014 | |
Carrying Value | $ 243,536 | |
Liquidation Preference | $ 243,882 | |
Conversion Price (per share) | $ 0.9306 | |
Series B [Member] | ||
Conversion of Stock [Line Items] | ||
Shares Authorized | 207,885,043 | |
Shares Issued and Outstanding | 207,394,482 | |
Carrying Value | $ 567,875 | |
Liquidation Preference | $ 568,655 | |
Conversion Price (per share) | $ 2.7419 |
Common Stock (Details)
Common Stock (Details) - EQRx, INC. [Member] - $ / shares | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Common Stock (Details) [Line Items] | |||
Common stock, shares authorized | 620,000,000 | 605,000,000 | 75,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares, issued | 76,977,802 | 73,794,737 | 56,357,500 |
Common stock issued shares sold | 65,544,537 | ||
Common stock, shares outstanding | 607,926,675 | 582,439,177 | |
Shares sold | 98,654,203 | 61,794,537 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 1 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
EQRx, INC. [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
No of shares remaining for future grant | 27,060,518 | |||||
Number of stock options granted (in Dollars per share) | $ 1.54 | $ 0.16 | ||||
Number of shares options vested (in Dollars) | $ 1,000,000 | $ 10,700 | ||||
Aggregate intrinsic value of options exercised (in Dollars) | $ 500,000 | |||||
Restricted common stock issued | 375,000 | |||||
Fair value of restricted stock grant (in Dollars) | $ 300,000 | |||||
Unrecognized compensation expense (in Dollars) | $ 38,900,000 | |||||
Recognize remaining weighted-average period | 3 years 6 months | |||||
Number of shares common stock | 14,517,000 | |||||
Shares underlying awards forfeited | 31,405,589 | |||||
Shares remain future grant | 56,083,313 | |||||
Stock-based compensation expense, description | associated with employee and non-employee stock options of $0.2 million and $0 during the year ended December 31, 2020 and the period from Inception to December 31, 2019, respectively. The weighted average grant-date fair value of stock options granted during the year ended December 31, 2020 was $0.46 per share. The fair value of options that vested during the year ended December 31, 2020 was $31.4 thousand. | |||||
Total unrecognized compensation expense (in Dollars) | $ 4,100,000 | |||||
Recognize over remaining weighted-average | 3 years 9 months 18 days | |||||
Restricted common stock, description | the Company issued 5,187,037 shares of restricted common stock to employees and advisors of the Company under the 2019 Plan. All shares were purchased at fair value at the date of issuance by the holders, resulting in aggregate proceeds of $0.9 million. The Company also issued 1,000,000 shares of restricted common stock to a strategic partner outside of the 2019 Plan as partial compensation for future services. | |||||
Shares of restricted common stock | 43,500,000 | 56,357,500 | ||||
Issuance resulting in aggregate proceeds (in Dollars) | $ 5,636 | |||||
Stock-based compensation, description | The Company recorded stock-based compensation expense associated with employee and non-employee restricted common stock of $0.1 million and $0 during the year ended December 31, 2020 and during the period from Inception to December 31, 2019. As of December 31, 2020, there was $0.6 million of total unrecognized compensation expense related to unvested restricted common stock that the Company expects to recognize over a remaining weighted-average period of 3.6 years. | |||||
EQRx, INC. [Member] | Restricted Stock [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Issued stock options | 43,500,000 | 1,000,000 | ||||
Unrecognized compensation expense (in Dollars) | $ 2,400,000 | |||||
Recognize remaining weighted-average period | 3 years 3 months 18 days | |||||
Restricted stock issued vesting | 1,000,000 | |||||
Fair value of restricted stock grant (in Dollars) | $ 1,400,000 | |||||
Minimum [Member] | EQRx, INC. [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Stock options granted term | 4 years | |||||
Maximum [Member] | EQRx, INC. [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Stock options granted term | 10 years | |||||
Plan 2019 [Member] | Restricted Stock [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Restricted common stock issued | 8,937,037 | |||||
Plan 2019 [Member] | EQRx, INC. [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Issued stock options | 44,915,546 | |||||
Plan 2019 [Member] | EQRx, INC. [Member] | Restricted Stock [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Restricted common stock to a strategic partner | 1,000,000 | |||||
Restricted common stock to founders | 56,357,500 | |||||
2019 Plan [Member] | EQRx, INC. [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Number of shares common stock | 39,094,724 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense - EQRx, INC. [Member] - USD ($) | 4 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense [Line Items] | ||||
Stock-based compensation expense, Total | $ 3,816,000 | $ 120,000 | $ 346 | |
Research and Development Expense [Member] | ||||
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense [Line Items] | ||||
Stock-based compensation expense, Total | 1,279,000 | 18,000 | ||
General and Administrative Expense [Member] | ||||
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense [Line Items] | ||||
Stock-based compensation expense, Total | $ 2,537,000 | $ 102,000 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of stock option activity for employee and nonemployee awards - EQRx, INC. [Member] $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Stock-Based Compensation (Details) - Schedule of stock option activity for employee and nonemployee awards [Line Items] | |
Options, Outstanding | shares | 9,229,963 |
Weighted- Average Exercise Price, Outstanding | $ / shares | $ 0.54 |
Weighted Average Remaining Contractual Term (years), Outstanding | 9 years 8 months 15 days |
Aggregate Intrinsic Value Outstanding | $ | $ 7,726 |
Options, Granted | shares | 26,148,546 |
Weighted- Average Exercise Price, Granted | $ / shares | $ 2.37 |
Options, Exercised | shares | (105,906) |
Weighted- Average Exercise Price, Exercised | $ / shares | $ 0.27 |
Options, Forfeited/cancelled | shares | (1,348,744) |
Weighted- Average Exercise Price, Forfeited/cancelled | $ / shares | $ 1.42 |
Options, Outstanding | shares | 33,923,859 |
Weighted- Average Exercise Price, Outstanding | $ / shares | $ 1.92 |
Weighted Average Remaining Contractual Term (years), Outstanding | 9 years 5 months 12 days |
Aggregate Intrinsic Value, Outstanding | $ | $ 122,916 |
Options, Vested | shares | 2,362,596 |
Weighted- Average Exercise Price, Vested | $ / shares | $ 0.59 |
Weighted Average Remaining Contractual Term (years), Vested | 9 years 3 days |
Aggregate Intrinsic Value, Vested | $ | $ 11,695 |
Options, Vested and expected | shares | 33,548,859 |
Weighted- Average Exercise Price, Vested and expected | $ / shares | $ 1.92 |
Weighted Average Remaining Contractual Term (years), Vested and expected | 9 years 5 months 12 days |
Aggregate Intrinsic Value, Vested and expected | $ | $ 121,356 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of weighted-average assumption - EQRx, INC. [Member] | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Stock-Based Compensation (Details) - Schedule of weighted-average assumption [Line Items] | |||
Risk-free interest rate | 0.91% | 0.38% | 0.42% |
Volatility | 64.00% | 67.00% | 66.00% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected term (years) | 6 years | 6 years | 6 years 7 days |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details) - Schedule of restricted stock activity - EQRx, INC. [Member] - Restricted Stock Activity [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Stock-Based Compensation (Details) - Schedule of restricted stock activity [Line Items] | |
Number of Shares, opening balance | shares | 41,375,794 |
Weighted- Average Grant Date Fair Value, opening balance | $ / shares | $ 0.01 |
Number of Shares, Granted | shares | 3,750,000 |
Weighted- Average Grant Date Fair Value, Granted | $ / shares | $ 1.29 |
Number of Shares, Forfeited | shares | (672,841) |
Weighted- Average Grant Date Fair Value, Forfeited | $ / shares | $ 0 |
Number of Shares, Vested | shares | (10,897,997) |
Weighted- Average Grant Date Fair Value, Vested | $ / shares | $ 0.01 |
Number of Shares, ending balance | shares | 33,554,956 |
Weighted- Average Grant Date Fair Value, ending balance | $ / shares | $ 0.11 |
License Agreements and Discov_2
License Agreements and Discovery Collaborations (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
License Agreements and Discovery Collaborations (Details) [Line Items] | ||
Non-creditable payments | $ 31.5 | |
EQRx, INC. [Member] | ||
License Agreements and Discovery Collaborations (Details) [Line Items] | ||
Non-creditable payment | 25 | $ 25 |
Development and regulatory milestone payments | 90 | 90 |
Sales milestone payments | 420 | 420 |
Total potential development and regulatory payments | 55 | 55 |
Total potential sales milestone payments | 350 | 350 |
Research and development expense | 25 | 25 |
Target fee | 7.5 | |
Other current assets | 5.5 | 0.2 |
Other non-current assets | 9.3 | |
EQRx, INC. [Member] | Sugemalimab /EQ176 [Member] | ||
License Agreements and Discovery Collaborations (Details) [Line Items] | ||
Non-creditable payment | 150 | 150 |
Development and regulatory milestone payments | 107.5 | 107.5 |
Sales milestone payments | 565 | 565 |
Food and drug administration | 10 | 10 |
EQRx, INC. [Member] | CStone [Member] | ||
License Agreements and Discovery Collaborations (Details) [Line Items] | ||
Development and regulatory milestone payments | 75 | 75 |
Sales milestone payments | 405 | 405 |
Research and development expense | 150 | 150 |
Preclinical/Clinical Assets [Member] | EQRx, INC. [Member] | ||
License Agreements and Discovery Collaborations (Details) [Line Items] | ||
Non-creditable payment | 27 | |
Sales milestone payments | 1,000 | 820 |
Development milestone payments | 108 | 75.5 |
Regulatory milestone payments | $ 243 | $ 170 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - Schedule of operations and comprehensive loss - EQRx, INC. [Member] - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | ||
Condensed Statement of Income Captions [Line Items] | |||
Total lease costs | $ 2,567 | $ 2,424 | |
Research and Development Expense [Member] | |||
Condensed Statement of Income Captions [Line Items] | |||
Operating lease costs | 916 | 659 | |
Variable lease costs | [1] | 286 | 162 |
General and Administrative Expense [Member] | |||
Condensed Statement of Income Captions [Line Items] | |||
Operating lease costs | 1,039 | 1,297 | |
Variable lease costs | $ 326 | $ 306 | |
[1] | Variable lease costs include the Company’s proportionate share of operating expenses, property taxes, utilities and parking for the building in which the leased space is located. |
Employee Benefits (Details)
Employee Benefits (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
EQRx, INC. [Member] | |||
Employee Benefits (Details) [Line Items] | |||
Company contribution | $ 0.7 | $ 0.1 | $ 0.3 |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of computation of basic and diluted net loss per share - EQRx, INC. [Member] - USD ($) $ / shares in Units, $ in Thousands | 4 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Net Loss Per Share (Details) - Schedule of computation of basic and diluted net loss per share [Line Items] | ||||
Net loss | $ (101,233) | $ (72,370) | ||
Weighted average common shares outstanding, basic and diluted | 4,264,435 | 38,332,938 | 23,730,386 | 25,486,021 |
Net loss per share, basic and diluted | $ (2) | $ (2.64) | $ (3.05) | $ (9.81) |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of convertible preferred stock, options to purchase common stock and unvested restricted stock - EQRx, INC. [Member] - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net Loss Per Share (Details) - Schedule of convertible preferred stock, options to purchase common stock and unvested restricted stock [Line Items] | ||||
Convertible preferred shares | 469,464,496 | 262,070,014 | ||
Outstanding stock options | 33,923,859 | 5,724,963 | 9,229,963 | |
Unvested restricted stock | 33,554,956 | 45,835,164 | 41,375,794 | 35,857,500 |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of consolidated statement of cash flows - EQRx, INC. [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Aug. 25, 2019 |
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Cash and cash equivalents | $ 456,470 | $ 489,682 | $ 18,478 | ||
Restricted cash | 633 | 844 | |||
Total cash and restricted cash | $ 457,103 | $ 490,315 | $ 166,657 | $ 19,322 |
Basis of Presentation and Sum_9
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of fair value recurring basis and level of inputs used in such measurements - EQRx, INC. [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Cash equivalents: | ||
Amortized Costs | $ 487,682 | |
Gross Unrealized Gain | ||
Gross Unrealized Loss | ||
Aggregate FairValue | 487,682 | |
Financial liabilities | ||
Amortized Costs | $ 25,882 | |
Gross Unrealized Gain | ||
Gross Unrealized Loss | ||
Aggregate FairValue | 25,882 | |
Level 1 [Member] | Money Market Funds [Member] | ||
Cash equivalents: | ||
Amortized Costs | 361,087 | |
Gross Unrealized Gain | ||
Gross Unrealized Loss | ||
Aggregate FairValue | 361,087 | |
Level 2 [Member] | Commercial Bonds (Due within 90 Days) [Member] | ||
Cash equivalents: | ||
Amortized Costs | 32,059 | |
Gross Unrealized Gain | ||
Gross Unrealized Loss | ||
Aggregate FairValue | 32,059 | |
Level 2 [Member] | Commercial Paper (Due within 90 Days) [Member] | ||
Cash equivalents: | ||
Amortized Costs | 94,536 | |
Gross Unrealized Gain | ||
Gross Unrealized Loss | ||
Aggregate FairValue | $ 94,536 | |
Convertible Promissory Notes [Member] | Level 2 [Member] | ||
Financial liabilities | ||
Amortized Costs | 25,882 | |
Gross Unrealized Gain | ||
Gross Unrealized Loss | ||
Aggregate FairValue | $ 25,882 |
Property and Equipment, Net (_3
Property and Equipment, Net (Details) - Schedule of property plant and equipment - EQRx, INC. [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2019 | |
Property and equipment: | |||
Property and equipment | $ 3,058 | $ 3,422 | $ 78 |
Less: Accumulated depreciation | (338) | (1,212) | |
Property and equipment, net: | $ 2,720 | 2,210 | 78 |
Leasehold Improvements [Member] | |||
Property and equipment: | |||
Estimated Useful Life | Lesser of useful life or life of lease | ||
Property and equipment | $ 1,479 | 1,492 | |
Furniture and Fixtures [Member] | |||
Property and equipment: | |||
Estimated Useful Life | 5 years | ||
Property and equipment | $ 893 | 1,090 | |
Capitalized Website Development [Member] | |||
Property and equipment: | |||
Estimated Useful Life | 1 – 3 years | ||
Property and equipment | $ 548 | ||
Computer Equipment [Member] | |||
Property and equipment: | |||
Estimated Useful Life | 3 years | ||
Property and equipment | $ 138 | $ 189 | |
Work In Progress [Member] | |||
Property and equipment: | |||
Estimated Useful Life | n.a. | ||
Property and equipment | $ 78 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) - EQRx, INC. [Member] - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 4 Months Ended | ||||
Oct. 31, 2019 | Dec. 31, 2019 | Sep. 30, 2021 | Dec. 31, 2020 | Jan. 10, 2020 | Oct. 02, 2019 | |
Convertible Promissory Notes (Details) [Line Items] | ||||||
Aggregate purchase note | $ 22 | |||||
Conversion price percentage | 85.00% | |||||
Conversion price per share (in Dollars per share) | $ 0.79101 | |||||
Conversion share issued (in Shares) | 27,812,545 | |||||
Conversion price (in Dollars per share) | $ 0.79101 | |||||
Increased fair value | $ 25.9 | |||||
Other expenses | $ 3.9 | |||||
Series A [Member] | ||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||
Conversion value | $ 25.9 | |||||
Conversion price (in Dollars per share) | $ 0.9306 |
Accrued Expenses (Details) - _2
Accrued Expenses (Details) - Schedule of accrued expenses - EQRx, INC. [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accrued Expenses (Details) - Schedule of accrued expenses [Line Items] | |||
External research and development | $ 11,567 | $ 9,870 | |
Accrued professional services | 2,187 | 723 | $ 116 |
Accrued consulting | 1,256 | 334 | 424 |
Accrued compensation | 4,874 | 120 | 524 |
Other | 300 | 118 | 50 |
Total accrued expenses | $ 20,184 | $ 11,165 | $ 1,114 |
Convertible Preferred Stock (_4
Convertible Preferred Stock (Details) - Schedule of table summarize the Company’s outstanding Convertible Preferred Stock - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | |
Conversion of Stock [Line Items] | ||
Shares Authorized | 453,543,080 | |
Shares Issued and Outstanding | 443,331,164 | |
Carrying Value | $ 740,155 | |
Liquidation Preference | $ 740,882 | |
EQRx, INC. [Member] | ||
Conversion of Stock [Line Items] | ||
Liquidation Preference | $ 812,537,000 | |
Series A Convertible Preferred Stock [Member] | EQRx, INC. [Member] | ||
Conversion of Stock [Line Items] | ||
Shares Authorized | 262,070,014 | |
Shares Issued and Outstanding | 262,070,014 | |
Carrying Value | $ 243,536 | |
Liquidation Preference | $ 243,882 | |
Conversion Price | $ 0.9306 | |
Series B Convertible Preferred Stock [Member] | EQRx, INC. [Member] | ||
Conversion of Stock [Line Items] | ||
Shares Authorized | 191,473,066 | |
Shares Issued and Outstanding | 181,261,150 | |
Carrying Value | $ 496,619 | |
Liquidation Preference | $ 497,000 | |
Conversion Price | $ 2.7419 |
Stock-Based Compensation (Det_6
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense - EQRx, INC. [Member] - USD ($) | 4 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense [Line Items] | ||||
Research and development | $ 99 | |||
General and administrative | 247 | |||
Total stock-based compensation | $ 3,816,000 | $ 120,000 | $ 346 |
Stock-Based Compensation (Det_7
Stock-Based Compensation (Details) - Schedule of stock option activity for employee and nonemployee awards - EQRx, INC. [Member] - Stock Option Plan [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Stock-Based Compensation (Details) - Schedule of stock option activity for employee and nonemployee awards [Line Items] | |
Options, Beginning balance | |
Weighted-Average Exercise Price, Beginning balance (in Dollars per share) | $ / shares | |
Weighted Average Remaining Contractual Term, Beginning balance | |
Aggregate Intrinsic Value, Beginning balance (in Dollars) | $ | |
Options, Granted | 9,329,963 |
Weighted-Average Exercise Price, Granted (in Dollars per share) | $ / shares | $ 0.54 |
Options, Forfeited | (100,000) |
Weighted-Average Exercise Price, Forfeited (in Dollars per share) | $ / shares | $ 0.27 |
Options, Ending balance | 9,229,963 |
Weighted-Average Exercise Price, Ending balance (in Dollars per share) | $ / shares | $ 0.54 |
Weighted Average Remaining Contractual Term, Ending balance | 9 years 8 months 15 days |
Aggregate Intrinsic Value, Ending balance (in Dollars) | $ | $ 7,726 |
Options, Vested | 166,145 |
Weighted-Average Exercise Price, Vested (in Dollars per share) | $ / shares | $ 0.35 |
Weighted Average Remaining Contractual Term, Vested | 9.51 |
Aggregate Intrinsic Value, Vested (in Dollars) | $ | $ 172 |
Options, Vested and expected to vest | 9,229,963 |
Weighted-Average Exercise Price, Vested and expected to vest (in Dollars per share) | $ / shares | $ 0.54 |
Weighted Average Remaining Contractual Term, Vested and expected to vest | 9 years 8 months 15 days |
Aggregate Intrinsic Value, Vested and expected to vest (in Dollars) | $ | $ 7,726 |
Stock-Based Compensation (Det_8
Stock-Based Compensation (Details) - Schedule of weighted-average assumptions - EQRx, INC. [Member] | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Stock-Based Compensation (Details) - Schedule of weighted-average assumptions [Line Items] | |||
Risk-free interest rate | 0.91% | 0.38% | 0.42% |
Volatility | 64.00% | 67.00% | 66.00% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected term (years) | 6 years | 6 years | 6 years 7 days |
Stock-Based Compensation (Det_9
Stock-Based Compensation (Details) - Schedule of restricted stock activity - EQRx, INC. [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Stock-Based Compensation (Details) - Schedule of restricted stock activity [Line Items] | |
Number of Shares, Opening balance | 35,857,500 |
Weighted-Average Grant Date Fair Value, Opening balance (in Dollars per share) | $ / shares | |
Number of Shares, Granted | 6,187,037 |
Weighted-Average Grant Date Fair Value, Granted (in Dollars per share) | $ / shares | $ 0.04 |
Number of Shares, Forfeited | (750,000) |
Weighted-Average Grant Date Fair Value, Forfeited (in Dollars per share) | $ / shares | |
Number of Shares, Effect of modification to vesting terms | 19,250,000 |
Weighted-Average Grant Date Fair Value, Effect of modification to vesting terms | |
Number of Shares, Vested | (19,168,743) |
Weighted-Average Grant Date Fair Value, Vested (in Dollars per share) | $ / shares | |
Number of Shares, Opening balance | 41,375,794 |
Weighted-Average Grant Date Fair Value, Opening balance (in Dollars per share) | $ / shares | $ 0.01 |
License Agreements (Details)
License Agreements (Details) - EQRx, INC. [Member] - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
License Agreements (Details) [Line Items] | ||
Non-creditable payment | $ 25 | $ 25 |
Development and regulatory milestone payments | 90 | 90 |
Sales milestone payments | 420 | 420 |
Total potential development and regulatory payments | 55 | 55 |
Total potential sales milestone payments | 350 | 350 |
Research and development expense | 25 | 25 |
Sugemalimab /EQ176 [Member] | ||
License Agreements (Details) [Line Items] | ||
Non-creditable payment | 150 | 150 |
Development and regulatory milestone payments | 107.5 | 107.5 |
Sales milestone payments | 565 | 565 |
Food and drug administration | 10 | 10 |
CStone [Member] | ||
License Agreements (Details) [Line Items] | ||
Development and regulatory milestone payments | 75 | 75 |
Sales milestone payments | 405 | 405 |
Research and development expense | 150 | 150 |
Preclinical/Clinical Assets [Member] | ||
License Agreements (Details) [Line Items] | ||
Non-creditable payment | 27 | |
Sales milestone payments | 1,000 | 820 |
Development milestone payments | 108 | 75.5 |
Regulatory milestone payments | $ 243 | $ 170 |
Commitment and Contingencies _3
Commitment and Contingencies (Details) - Schedule of operations and comprehensive loss | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Condensed Statement of Income Captions [Line Items] | |
Total lease costs | $ 3,258 |
Research and Development Expense [Member] | |
Condensed Statement of Income Captions [Line Items] | |
Operating lease costs | 939 |
Variable lease costs(1) | 240 |
General and Administrative Expense [Member] | |
Condensed Statement of Income Captions [Line Items] | |
Operating lease costs | 1,669 |
Variable lease costs(1) | $ 410 |
Commitment and Contingencies _4
Commitment and Contingencies (Details) - Schedule of total lease payment | Dec. 31, 2020USD ($) |
Schedule of total lease payment [Abstract] | |
2021 | $ 2,128 |
2022 | 3,255 |
2023 | 272 |
2024 | |
2025 | |
Thereafter | |
Total lease payments | 5,655 |
Less: Imputed interest | (570) |
Total future minimum lease obligations (lease liability) | $ 5,085 |
Income Taxes (Details)
Income Taxes (Details) - EQRx, INC. [Member] - USD ($) $ in Millions | 4 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Income Taxes (Details) [Line Items] | ||
federal NOL carryforwards | $ 3.2 | $ 71 |
State NOL carryforwards | 3.2 | $ 59.3 |
Ownership interest percentage | 50.00% | |
Federal [Member] | ||
Income Taxes (Details) [Line Items] | ||
Research and development tax | $ 0.6 | |
State [Member] | ||
Income Taxes (Details) [Line Items] | ||
Research and development tax | $ 0.1 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of no provision for income taxes - EQRx, INC. [Member] | 4 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Income Taxes (Details) - Schedule of no provision for income taxes [Line Items] | ||
Profit before tax at federal statutory rate | 21.00% | 21.00% |
State tax benefit, net of federal effects | 3.40% | 5.40% |
Research and development credits | 0.00% | 0.20% |
Change in fair value of convertible promissory notes | (9.60%) | 0.00% |
Change in valuation allowance | (14.80%) | (26.60%) |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of net deferred tax assets - EQRx, INC. [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating losses | $ 18,643 | $ 875 |
Intangible assets | 47,936 | |
Operating lease liability | 1,345 | |
Research and development tax credits | 657 | |
Convertible note | 397 | 273 |
Other | 66 | |
Accrued bonus | 115 | |
Total gross deferred tax assets | 69,044 | 1,263 |
Valuation allowance | (67,758) | (1,263) |
Net deferred tax assets | 1,286 | |
Deferred tax liabilities: | ||
Operating lease asset | (1,286) | |
Total deferred tax liability | (1,286) | |
Net deferred tax asset (liability) |
Net Loss Per Share (Details) _3
Net Loss Per Share (Details) - Schedule of computation of basic and diluted net loss per share - EQRx, INC. [Member] - USD ($) $ / shares in Units, $ in Thousands | 4 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Net Loss Per Share (Details) - Schedule of computation of basic and diluted net loss per share [Line Items] | ||||
Net loss | $ (8,508) | $ (101,233) | $ (72,370) | $ (249,983) |
Weighted average common shares outstanding, basic and diluted | 4,264,435 | 38,332,938 | 23,730,386 | 25,486,021 |
Net loss per share, basic and diluted | $ (2) | $ (2.64) | $ (3.05) | $ (9.81) |
Net Loss Per Share (Details) _4
Net Loss Per Share (Details) - Schedule of convertible preferred stock, options to purchase common stock and unvested restricted stock - EQRx, INC. [Member] - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net Loss Per Share (Details) - Schedule of convertible preferred stock, options to purchase common stock and unvested restricted stock [Line Items] | ||||
Convertible preferred shares | 443,331,164 | |||
Outstanding stock options | 33,923,859 | 5,724,963 | 9,229,963 | |
Unvested restricted stock | 33,554,956 | 45,835,164 | 41,375,794 | 35,857,500 |