EQRx (EQRX) 10-K 23 Mar 22 2021 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Mar. 16, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Entity File Number	001-40312
Entity Tax Identification Number	86-1691173
Entity Registrant Name	EQRx, Inc.
Entity Address State Or Province	MA
Entity Address, Address Line One	50 Hampshire Street
Entity Address, City or Town	Cambridge
Entity Incorporation, State or Country Code	DE
Entity Address, Postal Zip Code	02139
City Area Code	617
Local Phone Number	315-2255
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	true
Entity Small Business	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 569.7
Entity Common Stock, Shares Outstanding		487,632,615
Auditor Name	Ernst & Young LLP
Auditor Location	Boston, Massachusetts
Auditor Firm ID	42
Entity Central Index Key	0001843762
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common stock
Trading Symbol	EQRX
Security Exchange Name	NASDAQ
Warrants to purchase one share of common stock
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	EQRXW
Security Exchange Name	NASDAQ

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 1,678,542	$ 489,682
Prepaid expenses and other current assets	27,660	2,594
Total current assets	1,706,202	492,276
Property and equipment, net	1,985	2,720
Restricted cash	633	633
Right-of-use asset	2,672	4,863
Other investments	4,000
Other non-current assets	13,950	36
Total assets	1,729,442	500,528
Current liabilities:
Accounts payable	7,640	1,319
Accrued expenses	28,904	11,165
Lease liability, current	3,102	1,712
Total current liabilities	39,646	14,196
Non-current liabilities:
Contingent earn-out liability	153,041
Warrant liabilities	21,115
Lease liability, noncurrent	272	3,373
Restricted stock repurchase liability	529	877
Total liabilities	214,603	18,446
Commitments and contingencies (note 12)
Stockholders' equity:
Preferred Stock, $0.0001 par value, 2,000,000 share authorized; no shares issued and outstanding as of December 31, 2021 and 2020
Common Stock, $0.0001 par value; 1,250,000,000 shares authorized as of December 31, 2021 and 2020; 537,632,615 and 324,237,896 shares issued as of December 31, 2021 and 2020, respectively; and 469,369,433 and 298,295,250 shares outstanding at December 31, 2021 and 2020, respectively	49	31
Additional paid-in capital	1,873,289	740,542
Accumulated other comprehensive income	1
Accumulated deficit	(358,500)	(258,491)
Total stockholders' equity	1,514,839	482,082
Total liabilities and stockholders' equity	$ 1,729,442	$ 500,528

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
CONSOLIDATED BALANCE SHEETS
Preferred stock, par value per share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,250,000,000	1,250,000,000
Common stock, shares issued	537,632,615	324,237,896
Common stock, shares outstanding	469,369,433	298,295,250

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating expenses:
Research and development	$ 118,109	$ 224,391
General and administrative	78,266	25,689
Total operating expenses	196,375	250,080
Loss from operations	(196,375)	(250,080)
Other income (expense):
Change in fair value of contingent earn-out liability	87,065
Change in fair value of warrant liabilities	8,880
Interest income, net	436	97
Other expense, net	(15)
Total other income, net	96,366	97
Net loss	(100,009)	(249,983)
Other comprehensive loss:
Foreign currency translation adjustments	1
Comprehensive loss	(100,008)	(249,983)
Loss attributable to common stockholders - basic	(100,009)	(249,983)
Loss attributable to common stockholders - diluted	$ (100,009)	$ (249,983)
Net loss per share - basic (in dollars per share)	$ (0.31)	$ (1.81)
Net loss per share - diluted (in dollars per share)	$ (0.31)	$ (1.81)
Weighted average common shares outstanding - basic (in shares)	324,008,969	137,824,126
Weighted average common shares outstanding - diluted (in shares)	324,008,969	137,824,126

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($) $ in Thousands	Series A Convertible Preferred Stock	Series B Convertible Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income	Accumulated Deficit	Total
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of convertible preferred stock, net of issuance cost	$ 243,536	$ 496,619
Issuance of convertible preferred stock, net of issuance cost (in shares)	262,070,014	181,261,150
Retroactive application of recapitalization	$ (243,536)	$ (496,619)	$ 28	$ 740,127			$ 740,155
Beginning Balance at Dec. 31, 2019			$ 2			$ (8,508)	(8,506)
Beginning Balance (in shares) at Dec. 31, 2019			12,853,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Retroactive application of recapitalization	$ (243,536)	$ (496,619)	$ 28	740,127			740,155
Issuance of common stock			$ 1				1
Issuance of common stock (in shares)			7,524,125
Vesting of restricted common stock			$ 1	69			70
Vesting of restricted common stock (in shares)			12,018,778
Modification Of Restricted Common Stock			$ 1				1
Modification Of Restricted Common Stock, Share			(12,069,750)
Stock-based compensation				346			346
Net loss						(249,983)	(249,983)
Ending Balance at Dec. 31, 2020			$ 31	740,542		(258,491)	482,082
Ending Balance (in shares) at Dec. 31, 2020			298,295,250
Increase (Decrease) in Temporary Equity [Roll Forward]
Retroactive application of recapitalization (in shares)	(262,070,014)	(181,261,150)	277,968,597
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Retroactive application of recapitalization (in shares)	(262,070,014)	(181,261,150)	277,968,597
Issuance of convertible preferred stock, net of issuance cost		$ 71,256
Issuance of convertible preferred stock, net of issuance cost (in shares)		26,133,332
Retroactive application of recapitalization		$ (71,256)	$ 2	71,254			71,256
Retroactive application of recapitalization		$ (71,256)	2	71,254			71,256
Vesting of restricted common stock			$ 1	693			694
Vesting of restricted common stock (in shares)			9,608,840
Shares issued in Business Combination and related PIPE Financing, net of transaction costs and acquired liabilities			$ 14	764,153			764,167
Shares issued in Business Combination and related PIPE Financing, net of transaction costs and acquired liabilities (in shares)			144,572,306
Contingent earn-out liability and warrant liabilities recognized upon closing of the Business Combination				270,101			270,101
Exercise of stock options			$ 1	320			321
Exercise of stock options (in shares)			507,446
Foreign currency translation adjustments					$ 1		1
Stock-based compensation				26,226			26,226
Net loss						(100,009)	(100,009)
Ending Balance at Dec. 31, 2021			$ 49	$ 1,873,289	$ 1	$ (358,500)	$ 1,514,839
Ending Balance (in shares) at Dec. 31, 2021			469,369,433
Increase (Decrease) in Temporary Equity [Roll Forward]
Retroactive application of recapitalization (in shares)		(26,133,332)	16,385,591
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Retroactive application of recapitalization (in shares)		(26,133,332)	16,385,591

CONSOLIDATED STATEMENTS OF ST_2

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Series A Convertible Preferred Stock
Issuance cost		$ 347
Series B Convertible Preferred Stock
Issuance cost	$ 169	$ 381

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating activities:
Net loss	$ (100,009)	$ (249,983)
Reconciliation of net loss to net cash used in operating activities:
Stock based compensation	26,226	346
Depreciation expense	1,183	338
Change in fair value of contingent earn-out liability	(87,065)
Change in fair value of warrant liabilities	(8,880)
Non-cash lease expense	481	222
Changes in operating assets and liabilities:
Prepaid expense and other assets	(37,812)	(2,604)
Accounts payable	6,143	324
Accrued expenses	16,553	9,851
Net cash used in operating activities	(183,180)	(241,506)
Investing activities:
Purchases of property and equipment	(448)	(2,980)
Purchases of investments	(4,000)
Net cash used in investing activities	(4,448)	(2,980)
Financing activities:
Proceeds from Business Combination and PIPE Financing, net of offering costs paid	1,304,564
Proceeds from issuance of convertible preferred stock, net of issuance costs	71,256	714,534
Proceeds from issuance of common stock	668	945
Net cash provided by financing activities	1,376,488	715,479
Increase in cash, cash equivalents and restricted cash	1,188,860	470,993
Cash and restricted cash, beginning of period	490,315	19,322
Cash and restricted cash, end of period	1,679,175	490,315
Supplemental disclosure of non-cash activities
Unpaid liabilities assumed in connection with the Business Combination	600
Business Combination transaction costs included in accounts payable and accrued expenses	$ 1,363
Issuance costs for convertible preferred stock included in accounts payable and accrued expenses		220
Right of use asset obtained in exchange for lease obligation		$ 6,931

NATURE OF BUSINESS

NATURE OF BUSINESS	12 Months Ended
	Dec. 31, 2021
NATURE OF BUSINESS
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 or chronic conditions can gain access to the medicines they need, physicians can treat patients without barriers to prescribing, and health systems can afford to make those medicines available, without restrictions, to the populations they serve in a financially sustainable manner. This approach starts with assembling a catalog of medicines at significant scale, targeting some of the most innovative clinical opportunities and highest drug cost categories of today and tomorrow, with an initial focus on oncology and immune-inflammatory diseases. 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, trusted strategic partnerships with private and public payers, providers and health systems so they and the patients they serve can gain access to its future medicines, if approved, at radically lower prices. The Company will offer simple and transparent pricing models to provide an opportunity for dramatic savings in these high-cost drug areas. The Company’s current pipeline of product candidates include two late stage programs each in-licensed in 2020: aumolertinib (EQ143), a third-generation epidermal growth factor receptor (EGFR) inhibitor, and sugemalimab (EQ165, also known as CS1001), an anti-programmed death-ligand 1 (PD-L1) antibody. On December 17, 2021 (the “Closing Date”), the Company and CMLS III consummated the merger transaction contemplated pursuant to a definitive merger agreement dated August 5, 2021 (the “Merger Agreement”), by and among EQRx, Inc. (“Legacy EQRx”), CMLS III and Clover III Merger Sub, Inc. (“Merger Sub”). As contemplated by the Merger Agreement, Merger Sub merged with and into Legacy EQRx, with Legacy EQRx surviving the Merger as a wholly-owned subsidiary of CMLS III (such transactions, the “Business Combination”). As a result of the Business Combination, CMLS III was renamed EQRx, Inc., and Legacy EQRx was renamed EQRx International, Inc. The Business Combination was accounted for as a reverse recapitalization with Legacy EQRx being the accounting acquirer and CMLS III as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the consolidated financial statements and accompanying notes represents the accounts of Legacy EQRx and its wholly owned subsidiaries. The shares and net loss per common share prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. For additional information on the Business Combination, refer to note 3 to these consolidated financial statements. 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 and to be in-licensed, acquired or developed will require significant research and development efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure, and extensive compliance and reporting capabilities. 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 virus as a global pandemic. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses, clinical trials and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat COVID-19, as well as the economic impact on local, regional, national and international markets. These situations, or others associated with COVID-19, could 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 has not had a significant impact on the operations or financial results of the Company to date. 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, conducts the research and development of its product candidates, and seeks marketing approval for its late-stage programs. The Company incurred a net loss of $100.0 million and $250.0 million for the years ended December 31, 2021 and 2020, respectively. Prior to the Business Combination, the Company funded its operations with proceeds from borrowings under the convertible promissory notes it issued in October 2019 (the “October 2019 Notes”) and from the sale of convertible preferred stock. As of December 31, 2021, the Company had cash, cash equivalents and restricted cash of $1.7 billion. The Company expects that its cash, cash equivalents and restricted cash outstanding as of December 31, 2021 will be sufficient to fund its obligations for at least twelve months from the date of issuance of these consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING 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 the Company’s wholly-owned subsidiaries: EQRx International, Inc., EQRx Securities Holding Corporation, and an immaterial foreign subsidiary. All financial information presented has been consolidated and includes the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Functional Currency The functional currency of the Company’s foreign operating subsidiary is the local currency. Foreign currency assets and liabilities held by the subsidiary are translated into U.S. Dollars at the exchange rate in effect at the end of the applicable fiscal reporting period and all foreign currency revenues and expenses are translated at the average monthly exchange rates. Translation adjustments are reflected in equity as a component of Accumulated other comprehensive loss in the consolidated balance sheets and included as a component of Comprehensive loss in the consolidated statements of operations and comprehensive loss. Gains and losses on foreign currency transactions are reflected in other income (expense) in the consolidated statements of operations and comprehensive loss. 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, stock-based compensation expense, the valuation of the contingent earn-out liability, and the fair value of warrants. Changes in estimates are recorded in the period in which they become known. Due to the risks and uncertainties involved in the Company’s business and evolving market conditions and, given the subjective element of the estimates and assumptions made, actual results may differ from estimated results. 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 31, 2021 and 2020 consist of U.S. Government money market funds, commercial paper, and commercial bonds and are reported at fair value. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amount shown in the consolidated statement of cash flows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Cash and cash equivalents ​ $ 1,678,542 ​ $ 489,682 Restricted cash ​ 633 ​ 633 Total cash and restricted cash ​ $ 1,679,175 ​ $ 490,315 ​ Amounts included in restricted cash as of December 31, 2021 and 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 12). 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 31, 2021, the Company’s cash and cash equivalents were deposited at two financial institutions and it has no significant off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements. The Company has not experienced any losses on its deposits of cash and cash equivalents and does not believe that it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company is dependent on third-party manufacturers to supply products for research and development activities of its programs, including preclinical and clinical testing. These programs could be adversely affected by a significant interruption to the supply of such drug substance and drug products. 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: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 — Non-observable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. Lease Agreements Under ASC Topic 842, Leases (“ASC 842”), the Company determines if an arrangement is or contains a lease at inception. For leases with a term of 12 months or less, the Company does not recognize a right-of-use asset or lease liability. The Company’s operating leases are recognized on its consolidated balance sheets as noncurrent assets, current liabilities and noncurrent liabilities. The Company does not have any finance leases. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As the Company’s leases typically do not provide an implicit rate, the Company uses an estimate of its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Operating lease right-of-use assets also include the effect of any lease payments made prior to commencement and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. The Company has a lease agreement with lease and non-lease components, which are accounted for as a combined element. 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 software and websites when it is probable the project will be completed. Capitalized costs include internal and external costs, if direct and incremental, and deemed by management to be significant. The Company expenses costs related to the planning and post-implementation phases of software and website development as these costs are incurred. Maintenance and enhancement costs (including those costs in the post-implementation stages) are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software resulting in added functionality, in which case the costs are capitalized. Property and equipment are recorded at cost and depreciated on a straight-line basis over the estimated useful lives of the respective assets. Expenses for repairs and maintenance are charged to operations as incurred. 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 assets for impairment whenever events or changes in business circumstances indicate that the carrying value of assets may not be recoverable. Recoverability is measured by comparison of the asset’s book value to future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the projected discounted future net cash flows arising from the assets. No impairment losses have been recorded through December 31, 2021. Cloud Computing Arrangements The Company defers implementation costs incurred in cloud computing hosting arrangements in accordance with Accounting Standards Update (“ASU”) 2018-15 and amortizes these costs over the noncancelable term of the cloud computing arrangement, plus any optional renewal periods (1) that are reasonably certain to be exercised by the Company or (2) for which exercises of the renewal option is controlled by the cloud service provider. Costs incurred during the application development stage are capitalized within prepaid expense and other assets on the consolidated balance sheet. Amortization of implementation costs are recorded on a straight-line basis, over the estimated useful life for each module or component of the related hosting arrangement when it is ready for its intended use and reflected in either research and development or general and administrative expense in the consolidated statement of operations and comprehensive loss. Other Investments From time-to-time the Company may make minority investments in other biotechnology companies. Where the Company has no significant influence, these investments are accounted for under the measurement alternative for equity securities without readily determinable fair values provided for under Accounting Standards Codification ("ASC") Topic 321, Equity Investments . The investments are measured at cost less impairment, adjusted for observable price changes and are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. As of December 31, 2021, the Company held one investment in equity securities without readily determinable fair values valued at $4.0 million. As of December 31, 2021, no impairment has been recorded. Contingent Earn-Out Liability In connection with the Business Combination, holders of Legacy EQRx equity securities and options (“Earn-Out Service Providers”) are entitled to receive as additional merger consideration of up to 50,000,000 shares of the Company’s common stock (the “Earn-out Shares”), comprised of two separate tranches, for no consideration upon the occurrence of certain triggering events. Earn-Out Shares allocated to Earn-Out Service Providers who held equity securities not subject to any vesting conditions or restrictions as of the Closing Date of the Business Combination are accounted for in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”), as the Earn-Out Shares are not indexed to the Company’s common stock. Pursuant to ASC 815, these Earn-Out Shares were accounted for as a liability at the Closing Date of the Business Combination and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense), net in the consolidated statements of operations and comprehensive loss. The fair value of the Earn-Out Shares accounted for under ASC 815 was $240.1 million at the Closing Date and was recognized as a liability in the consolidated balance sheet. Earn-Out Shares allocated to Earn-Out Service Providers who held shares of common stock or options to purchase common stock that are subject to time-based vesting conditions or restrictions as of the Closing Date of the Business Combination are accounted for in accordance with ASC Topic 718, Share-Based Compensation (“ASC 718”), as the Earn-Out Shares are subject to forfeiture based on the satisfaction of certain service conditions. Pursuant to ASC 718, these Earn-Out Shares were measured at fair value at the grant date (the Closing Date) and will be recognized as expense over the time-based vesting period with a credit to additional paid-in-capital. The fair value of the Earn-Out Shares accounted for under ASC 718 was $43.4 million at the Closing Date. The Earn-Out Shares accounted for under ASC 815 are categorized as a Level 3 fair value measurement (see Fair Value Measurements accounting policy and note 4) because the Company estimates projections over a ten-year period utilizing unobservable inputs. Contingent earnout payments involve certain assumptions requiring significant judgment and actual results can differ from assumed and estimated amounts. 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 Topic 480, Distinguishing Liabilities from Equity and ASC 815. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company assumed 11,039,957 publicly-traded warrants (“Public Warrants”) and 8,693,333 private placement warrants issued in connection with CMLS III’s initial public offering (“Private Warrants” and, together with the Public Warrants, the “Warrants”). The Warrants entitle the holder to purchase one share of the Company’s common stock, par value $0.0001 , at an exercise price of $11.50 per share. The Private Warrants and the Public Warrants contain provisions that require them to be classified as derivative liabilities in accordance with ASC 815. Accordingly, at the end of each reporting period, changes in fair value during the period are recognized as a change in fair value of warrant liabilities within the consolidated statements of operations and comprehensive loss. The Company adjusts the warrant liability for changes in the fair value until the earlier of (a) the exercise or expiration of the Warrants or (b) the redemption of the Warrants, at which time the Warrants will be reclassified to additional paid-in capital. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Research and Development Funding In October 2019, the Company provided Crimson Biopharm (“Crimson”) with $1.0 million in research and development funding through a convertible promissory note (the “2019 Crimson Note”). In February 2020, the Company provided Crimson with an additional $0.5 million in research and development funding through a convertible promissory note (the “2020 Crimson Note”). The 2019 Crimson Note and 2020 Crimson Note (collectively, the “Crimson Notes”) are senior to all other indebtedness of Crimson and bear interest at 6% , compounding annually, unless previously repaid or converted. The conversion rate of the Crimson Notes is defined based upon the possible occurrence of certain defined events which may or may not occur. In October 2021, the Company amended the Crimson Notes to extend their original maturity dates to April 30, 2022. 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 million of aggregate funding provided through the Crimson Notes was expensed as research and development expense in the consolidated statement of operations and comprehensive loss upon payment of the research and development funding. Research and Development Costs Research and development expenses for the years ended December 31, 2021 and 2020, consists of salaries and benefits, including associated stock-based compensation, third-party license fees, and other operational costs related to the Company’s research and development activities, including allocated facility-related expenses and fees paid to other entities that conduct certain research and development activities on the Company’s behalf. 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 compensation expense for stock options based upon the fair value of the awards on the grant date and recognizes the expense on a straight-line basis over the requisite service period of the award, which is typically the vesting period. Compensation expense is measured using the fair value of the award at the grant date and is adjusted to reflect actual forfeitures as they occur. The Company estimates the fair value of stock options using the Black-Scholes option pricing model that takes into account the fair value of its common stock, the exercise price, the expected term of the option, the expected volatility of the Company’s common stock, expected dividends on the Company’s common stock, and the risk-free interest rate over the expected life of the option. Expected Term — The Company uses the simplified method described in the Securities and Exchange Commission Staff Accounting Bulletin Topic 14.D.2 to calculate the expected term as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for options granted to employees. Expected Volatility — The Company estimates expected volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its traded stock price. Risk Free Interest Rate — The risk-free rate assumption is based on the U.S. Treasury yield curves whose terms are consistent with the expected term of the stock options. Expected Dividend — The Company has not issued any dividends and does not expect to issue dividends over the life of the options. As a result, the Company has estimated the dividend yield to be zero . The Company classifies stock-based compensation expense in its statement of operations in the same manner in which the award recipient’s payroll costs or service payments are classified. The Company recognizes stock-based compensation expense for restricted common stock based upon the difference between the fair value of the Company’s common stock on the grant date of the restricted common stock and the price per share paid by the purchasers and recognizes the expense on a straight-line basis over the requisite service period of the award. 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 to be sustained it would then be assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. To date the Company has no uncertain tax positions and there have been no interest and penalties. Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. During the year ended December 31, 2021, the Company’s comprehensive loss reflects foreign currency translation adjustments. There was no difference between net loss and comprehensive loss during the year ended December 31, 2020. 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 method to calculate its basic and diluted net loss per share as the Company has issued shares that meet the definition of participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. The Company’s participating securities contractually entitle the holders of such shares to participate in dividends; but do not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share, since dilutive common shares are not assumed to have been issued if their effect is anti-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 (“ASC 808”). This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and which elements of the collaboration are more reflective of a vendor-customer relationship and therefore within the scope of ASC 606, Revenue from Contracts with Customers. If the Company concludes that some or all aspects of the arrangement are within the scope of ASC 808 and do not represent a transaction with a customer, the Company recognizes its allocation of the shared costs incurred with respect to the jointly conducted activities as a component of the related expense in the period incurred. 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 group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment as the CODM manages operations on a consolidated basis for purposes of allocating resources and assessing performance. The Company’s singular focus is on making innovative medicines at dramatically lower prices for the benefit of people and society. All of the Company’s long-lived assets reside in the United States. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . Among other items, the amendments in ASU 2019-12 simplify the accounting treatment of tax law changes and year-to-date losses in interim periods. An entity generally recognizes the effects of a change in tax law in the period of enactment; however, there is an exception for tax laws with delayed effective dates. Under current guidance, an entity may not adjust its annual effective tax rate for a tax law change until the period in which the law is effective. This exception was removed under ASU 2019-12, thereby providing that all effects of a tax law change are recognized in the period of enactment, including adjustment of the estimated annual effective tax rate. Regarding year-to-date losses in interim periods, an entity is required to estimate its annual effective tax rate for the full fiscal year at the end of each interim period and use that rate to calculate its income taxes on a year-to-date basis. However, current guidance provides an exception that when a loss in an interim period exceeds the anticipated loss for the year, the income tax benefit is limited to the amount that would be recognized if the year-to-date loss were the anticipated loss for the full year. ASU 2019-12 removes this exception and provides that in this situation, an entity would compute its income tax benefit at each interim period based on its estimated annual effective tax rate. ASU 2019-12 was effective for fiscal years beginning after December 15, 2020. The Company adopted ASU 2019-12 effective January 1, 2021. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements or related disclosures.

BUSINESS COMBINATION

BUSINESS COMBINATION	12 Months Ended
	Dec. 31, 2021
BUSINESS COMBINATION
BUSINESS COMBINATION	3. BUSINESS COMBINATION On December 17, 2021, Merger Sub, a wholly-owned subsidiary of CMLS III, merged with Legacy EQRx, with Legacy EQRx surviving as a wholly-owned subsidiary of CMLS III, a related party. Pursuant to the terms of the Merger Agreement, on the Closing Date, each outstanding share of issued and outstanding common stock and preferred stock of Legacy EQRx was converted into the right to receive 0.627 shares (the “Exchange Ratio”) of the combined entity’s common stock, par value $0.0001 per share (“Common Stock”), resulting in the issuance of a total of 343,060,309 shares of Common Stock. Additionally, on the Closing Date, each option to purchase common stock of Legacy EQRx became an option to purchase shares of Common Stock of the combined company, subject to adjustment in accordance with the Exchange Ratio. As of the Closing Date, each of the issued and outstanding shares of Class A common stock and Class B common stock (“Founders Stock”) of CMLS III automatically converted, on a one-for-one basis, into shares of Common Stock, and each of the issued and outstanding Private Warrants and Public Warrants automatically converted into warrants to acquire shares of Common Stock. In connection with the Business Combination, CMLS III entered into agreements with existing and new investors to subscribe for and purchase an aggregate of 120.0 million shares of its common stock (the “PIPE Financing”) that resulted in gross proceeds of $1.2 billion upon the closing of the PIPE Financing. The closing of the Business Combination was a precondition to the PIPE Financing. The number of shares of the Company’s common stock outstanding immediately following the consummation of the Business Combination was as follows: ​ ​ ​ ​ ​ Shares Common stock of CMLS III outstanding prior to Business Combination 69,000,000 Less redemption of CMLS III shares (39,587,066) Less Founder Stock forfeited (4,840,628) Common stock of CMLS III as of the Business Combination 24,572,306 Common Stock issued pursuant to PIPE Financing 120,000,000 Business Combination and PIPE Financing shares 144,572,306 Common stock issued in Business Combination to Legacy EQRx shareholders 343,060,309 Total shares of common stock issued immediately after Business Combination 487,632,615 ​ The Business Combination has been accounted for as a “reverse recapitalization” in accordance with U.S. GAAP. Under the reverse recapitalization model, the Business Combination was treated as Legacy EQRx issuing equity for the net assets of CMLS III, with no goodwill or intangible assets recorded. Under this method of accounting, CMLS III is treated as the “acquired” company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the merger, Legacy EQRx stockholders have a majority of the voting power of the combined company, Legacy EQRx comprises all of the ongoing operations of the combined entity, Legacy EQRx comprises a majority of the governing body of the combined company, and Legacy EQRx senior management comprises all of the senior management of the combined company. In connection with the Business Combination, the Company received net proceeds of $1.3 billion from the merger and related PIPE Financing. The following table summarizes the elements of the net proceeds from the Business Combination and PIPE Financing transactions as of December 31, 2021 (in thousands): ​ ​ ​ ​ ​ Recapitalization Cash - CMLS III's Trust account and cash (net of redemptions) $ 158,160 Cash - PIPE Financing 1,200,000 Less transaction costs and fees paid as of the Closing Date (53,596) Proceeds from the Business Combination, net of transactions costs paid as of the Closing Date 1,304,564 Less transaction costs included in accounts payable and accrued expenses at December 31, 2021 (1,363) Net proceeds from the Business Combination $ 1,303,201 ​ Following the Closing Date, Earn-Out Service Providers may receive a pro rata share of up to 35,000,000 additional shares of Common Stock if at any time between the 12-month anniversary of the Closing Date and the 36-month anniversary of the Closing Date (the “Earn-Out Period”), the Common Stock price is greater than or equal to $12.50 for a period of at least 20 out of 30 consecutive trading days (“Tranche 1”), and up to 15,000,000 additional share of common stock if at any time during the Earn-Out Period the Common Stock price is greater than or equal to $16.50 for a period of at least 20 out of 30 consecutive trading days (“Tranche 2”). Upon the Closing, the contingent obligation to issue Earn-Out Shares to Earn-Out Service Providers who held equity not subject to any vesting conditions or restrictions as of the Closing Date were accounted for as a liability because as the Earn-Out Shares are not considered indexed to the Company’s common stock. The estimated fair value of the total Earn-Out Shares accounted for as liabilities at the Closing Date was $240.1 million based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis. The contingent earn-out liability was remeasured to fair value as of December 31, 2021, resulting in the recording of a non-cash gain of $87.1 million for the year ended December 31, 2021, classified as a change in the fair value of the contingent earn-out liability in the consolidated statements of operations and comprehensive loss. The Earn-Out Shares subject to liability accounting were valued using the following assumptions under the Monte Carlo simulation valuation model: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 17, ​ ​ 2021 ​ 2021 Market price of public stock $ 6.82 $ 8.69 Expected share price volatility ​ 54.0% ​ 52.9% Risk-free interest rate ​ 0.96% ​ 0.93% Estimated dividend yield ​ 0.0% ​ 0.0% ​

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2021
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	4. FAIR VALUE MEASUREMENTS The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ ​ Level 1 Level 2 Level 3 Total Assets ​ ​ ​ ​ Cash equivalents: ​ ​ ​ ​ Money market funds $ 1,345,174 $ — $ — $ 1,345,174 Commercial paper (due within 90 days) ​ — ​ 329,345 ​ — ​ 329,345 Total financial assets ​ $ 1,345,174 ​ $ 329,345 ​ $ — ​ $ 1,674,519 Liabilities ​ ​ ​ ​ Contingent earn-out liability ​ $ — ​ $ — ​ $ 153,041 ​ $ 153,041 Warrant liabilities ​ 11,813 ​ 9,302 ​ — ​ 21,115 Total financial liabilities ​ $ 11,813 ​ $ 9,302 ​ $ 153,041 ​ $ 174,156 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2020 ​ ​ Level 1 Level 2 Level 3 Total Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents: ​ ​ ​ ​ Money market funds ​ $ 361,087 ​ $ — ​ $ — ​ $ 361,087 Commercial bonds (due within 90 days) ​ — ​ 32,059 ​ — ​ 32,059 Commercial paper (due within 90 days) ​ — ​ 94,536 ​ — ​ 94,536 Total financial assets ​ $ 361,087 ​ $ 126,595 ​ $ — ​ $ 487,682 ​ The following table presents a summary of the change in the fair value of the Company’s level 3 financial instruments (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Fair Value ​ ​ ​ ​ Fair value as of December 31, 2020 $ — Contingent earn-out liability recognized upon the Closing of the Business Combination ​ 240,106 Change in fair value ​ (87,065) Fair value as of December 31, 2021 ​ $ 153,041 ​ ​ The fair value of the contingent earn-out liability and the Warrant liabilities are based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the contingent earn-out liabilities, the Company used a Monte Carlo simulation model using a distribution of potential outcomes on a monthly basis prioritizing the more reliable information available. The assumptions utilized in the calculation were based on the achievement of certain stock price milestones, including the Company’s stock price at December 31, 2021, expected volatility, risk-free rate, expected term and expected dividend yield (see note 3). The fair value of the Public Warrants was based on observable listed prices for such warrants at December 31, 2021. The fair value of the Private Warrants is equivalent to that of the Public Warrants as they have substantially the same terms; however, they are not actively traded. The change in the fair value of the Warrants during the year ended December 31, 2021 is as follows (in thousands): ​ ​ ​ ​ ​ ​ Fair Value ​ ​ ​ ​ Fair value as of December 31, 2020 $ — Warrant liabilities acquired as part of Business Combination ​ 29,995 Change in fair value ​ (8,880) Fair value as of December 31, 2021 ​ $ 21,115 ​ ​ ​ ​ ​ 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.

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, NET	12 Months Ended
	Dec. 31, 2021
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET	5. PROPERTY AND EQUIPMENT, NET Property and equipment, net, consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ Estimated Useful Life ​ 2021 ​ 2020 Property and equipment: ​ ​ Leasehold improvements Lesser of useful life or life of lease $ 1,492 ​ $ 1,479 Furniture and fixtures 5 years ​ 1,215 ​ 893 Capitalized website development 1 - 3 years ​ 577 ​ 548 Computer equipment 3 years ​ 222 ​ 138 Work-in-progress n.a. ​ — ​ — ​ ​ ​ ​ 3,506 ​ 3,058 Less: Accumulated depreciation ​ (1,521) ​ (338) Property and equipment, net: ​ $ 1,985 ​ $ 2,720 ​ During the years ended December 31, 2021 and 2020, the Company recorded approximately $1.2 million and $0.3 million, respectively, in depreciation expense.

ACCRUED EXPENSES

ACCRUED EXPENSES	12 Months Ended
	Dec. 31, 2021
ACCRUED EXPENSES
ACCRUED EXPENSES	6. ACCRUED EXPENSES Accrued expenses consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2021 ​ 2020 External research and development $ 23,282 $ 9,870 Accrued professional services ​ 4,075 ​ 723 Accrued consulting ​ 811 ​ 334 Accrued compensation ​ 417 ​ 120 Other ​ 319 ​ 118 Total accrued expenses ​ $ 28,904 ​ $ 11,165 ​

CONVERTIBLE PREFERRED STOCK

CONVERTIBLE PREFERRED STOCK	12 Months Ended
	Dec. 31, 2021
Features Of Convertible Preferred Stock [Abstract]
CONVERTIBLE PREFERRED STOCK	7. CONVERTIBLE PREFERRED STOCK Series A Convertible Preferred Stock 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 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 shares of its Series A for gross proceeds of $117.5 million, excluding the shares of Series A issued upon conversion of the October 2019 Notes. 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 shares of Series A for aggregate proceeds of $100.5 million within 15 business days of a written notice from either (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. Series B Convertible Preferred Stock On November 2, 2020 (the “Series B Original Issue Date”), the Company entered into a Preferred Stock Purchase Agreement, as further amended on November 18, 2020 (“Series B Purchase Agreement”), pursuant to which it immediately issued 98,654,203 shares of Series B convertible preferred stock (“Series B”) (the “Series B Initial Closing”) at a purchase price of $2.7419 per share (the “Series B Original Issue Price”). Based upon the terms of the Series B Purchase Agreement, after the Series B Initial Closing, the Company could 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 were consummated prior to March 31, 2021, (b) each such additional purchaser became a party to the transaction agreements, and (c) the Company could 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. 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 . In January and February 2021, the Company issued an additional 26,133,332 additional shares of Series B at the Series B Original Issued Price for aggregate proceeds of $71.7 million. Conversion of Convertible Preferred Stock Pursuant to the terms of the Merger Agreement, upon the Closing Date, each share of Legacy EQRx convertible preferred stock issued and outstanding immediately prior to the Closing Date was converted into shares of the combined company’s common stock using an exchange ratio of 0.627 . A retroactive adjustment has been applied to all periods presented to reflect the Business Combination and reverse recapitalization as discussed further in note 3 and note 9.

WARRANTS

WARRANTS	12 Months Ended
	Dec. 31, 2021
WARRANTS
WARRANTS	8. WARRANTS As the accounting acquirer, EQRx, Inc. is deemed to have assumed the Public Warrants and Private Warrants held by CMLS III’s shareholders at an exercise price of $11.50 . In accordance with the warrant agreements, the Warrants became exercisable on January 16, 2022. The Warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation. Subsequent to the Business Combination, the Public Warrants and Private Warrants meet liability classification requirements since the Warrants contain provisions whereby adjustments to the settlement amount of the warrants are based on a variable that is not an input to the fair value of a “fix-for-fixed” option and the existence of the potential for net cash settlement for the warrant holders in the event of a tender offer. In addition, the Private Warrants are potentially subject to a different settlement amount depending upon the holder of the Private Warrants which precludes them from being considered indexed to the entity’s own stock. Therefore, the Warrants are classified as liabilities on the consolidated balance sheet at December 31, 2021. As of December 31, 2021, no Warrants have been exercised or redeemed . As of December 31, 2021, the following Warrants were outstanding: ​ ​ ​ ​ ​ ​ ​ Warrant Type Shares Exercise Price Public Warrants 11,039,957 ​ $ 11.50 Private Warrants 8,693,333 ​ $ 11.50 Total Warrants 19,733,290 ​ ​ Public Warrants The Public Warrants became exercisable into shares of common stock commencing on January 16, 2022. The Public Warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation. Redemption of Warrants When the Price per Common Stock Equals or Exceeds $18.00 The Company may redeem the outstanding Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the common stock for any 20 trading days within a 30 - trading-day period ending three business days before the Company sends the notice of redemption to the warrant holders (“Reference Value”) equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations, and the like). Redemption of Warrants When the Price per Class A Common Stock Equals or Exceeds $10.00 The Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per Warrant upon a minimum of 30 days ’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Company’s common stock as described below; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted per share sub-divisions, share dividends, reorganizations, reclassifications, recapitalizations, and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations, and the like), the Private 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 common stock shall mean the volume weighted average price of the Company’s 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 shares of common stock per warrant (subject to adjustment). No fractional shares will be issued upon exercise of the Warrants. Private Warrants The Private Warrants are identical to the Public Warrants, except that the Private Warrants and the common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as described above in the discussion of the redemption of warrants when the price per share of common stock equals or exceeds $10.00 , the Private Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Warrants were initially recognized as a liability on the Closing Date, at a fair value of $30.0 million, and were remeasured to a fair value of $21.1 million at December 31, 2021, resulting in an unrealized gain of $8.9 million recognized within change in fair value of warrant liabilities in the consolidated statement of operations and comprehensive loss during the year ended December 31, 2021. The Warrants were valued on December 31, 2021 and December 17, 2021 using the listed trading price of $1.07 and $1.52 , respectively.

STOCKHOLDERS EQUITY

STOCKHOLDERS EQUITY	12 Months Ended
	Dec. 31, 2021
STOCKHOLDERS' EQUITY
STOCKHOLDERS EQUITY	9. STOCKHOLDERS’ EQUITY The consolidated statement of stockholders’ equity has been retroactively adjusted for all periods presented to reflect the Business Combination and reverse recapitalization (see note 3). Preferred Stock Upon closing of the Business Combination, pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company is authorized to issue 2,000,000 shares of preferred stock with a par value $0.0001 per share. The Company’s board of directors has the authority, without further action by the stockholders to issue such shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the dividend, voting, and other rights, preferences and privileges of the shares. There were no issued and outstanding shares of preferred stock as of December 31, 2021. Common Stock Upon the closing of the Business Combination, pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation, the Company is authorized to issue 1,250,000,000 shares of common stock with a par value of $0.0001 per share. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. 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 Company’s preferred stock. As of December 31, 2021, 537,632,615 shares of common stock were issued including 40,674,552 shares sold to the Company’s founders, employees and advisors under restricted stock agreements (see note 10), and 50,000,000 Earn-Out Shares. Reserve for Issuance The Company has the following shares of common stock reserved for future issuance: ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2021 ​ 2020 Convertible preferred stock — 277,968,597 Outstanding stock options ​ 21,624,447 5,787,185 Outstanding Public Warrants 11,039,957 — Outstanding Private Warrants 8,693,333 — Remaining shares available for future issuance under 2019 Stock Option and Grant Plan — 35,164,238 Remaining shares available for future issuance under 2021 Stock Option and Incentive Plan 59,353,357 — Shares available for grant under 2021 Employee Stock Purchase Plan 4,876,326 — Total shares of common stock reserved 105,587,420 318,920,020 ​

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	12 Months Ended
	Dec. 31, 2021
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION	10. STOCK-BASED COMPENSATION 2019 Stock Option and Grant Plan The 2019 Stock Option and Grant Plan (the “2019 Plan”) was adopted by the Company’s board of directors and approved by its stockholders in January 2020. The 2019 Plan provided for the issuance of incentive stock options or non-qualified stock options, restricted stock awards, unrestricted stock awards, restricted stock units, or any combination of the foregoing to employees, board members, consultants and advisors. The 2019 Plan was 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 were 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 could 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 granted stock - based awards with service conditions only under the 2019 Plan. Stock options granted under the 2019 Plan generally vest over four years and expire after ten years , although options have been granted with vesting terms less than four years . The total number of shares of common stock that may be issued under the 2019 Plan was 24,512,391 at plan adoption. In November 2020, the Company increased the number of shares of common stock reserved for issuance under the 2019 Plan by 19,691,304 . As required by the 2019 Plan, the exercise price for stock options granted was not to be less than the fair value of common shares as determined by the Company as of the date of grant. Prior to completion of the Business Combination, the Company valued its common stock by taking into consideration its most recently available valuation of common shares performed by management and the board of directors. Upon completion of the Business Combination, the Company ceased issuing awards under the 2019 Plan. As of December 31, 2021, the Company had issued a total of 29,165,789 stock options and shares of restricted stock under the 2019 Plan. 2021 Option Grant and Incentive Plan The 2021 Option Grant and Incentive Plan (the “2021 Plan”) was adopted by the Company’s board of directors and the stockholders on December 16, 2021 and became effective on the Closing Date. The 2021 Plan provides for the issuance of incentive stock options or non-qualified stock options, restricted stock awards, unrestricted stock awards, restricted stock units, or any combination of the foregoing to employees, board members, consultants and advisors. The 2021 Plan is administered by the Compensation and Talent Development Committee of the Company’s board of directors. 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 awards with service conditions only. Stock options granted under the 2021 Plan generally vest over four years and expire after ten years , although options have been granted with vesting terms less than four years . The total number of shares of common stock that may be issued under the 2021 Plan was 59,353,357 at plan adoption (“Share Reserve”). The 2021 Plan provides that the Share Reserve will automatically increase on January 1, 2022 and each January 1 thereafter, by 5% of the outstanding number of shares of our common stock on the immediately preceding December 31 or such lesser number of shares as determined by the Compensation and Talent Development Committee (the “Annual Increase”). Share limits under the 2021 Plan are subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. The shares of common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated (other than by exercise) under each of the 2021 Plan and the 2019 Plan will be added back to the Share Reserve. As of December 31, 2021, the Company has not issued any awards under the 2021 Plan, and 59,353,357 shares remain available for future grant. 2021 Employee Stock Purchase Plan The 2021 Employee Stock Purchase Plan (the “ESPP”) was adopted by the Company’s board of directors and the stockholders on December 16, 2021. The ESPP provides employees with an opportunity to acquire shares of common stock at a discounted price. An aggregate of 4,876,326 shares were initially reserved and available for issuance under the ESPP. The ESPP provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2022, by the least of (i) 1% of the number of shares of common stock outstanding on the immediately preceding December 31, (ii) 4,876,326 shares of common stock, and (iii) such lesser number of shares determined by the Compensation and Talent Development Committee of the Company’s board of directors. If our capital structure changes because of a stock dividend, stock split or similar event, the number of shares that can be issued under the ESPP will be appropriately adjusted. No awards were granted under the ESPP as of December 31, 2021. Stock-based compensation expense included in the Company’s consolidated statements of operations and comprehensive loss is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 2020 Research and development ​ $ 5,393 $ 99 General and administrative ​ 20,833 ​ 247 Total stock-based compensation ​ $ 26,226 ​ $ 346 ​ Stock Options A summary of stock option activity for employee and nonemployee awards under the 2019 Plan is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ Aggregate ​ ​ ​ ​ Weighted- ​ Remaining ​ Intrinsic ​ ​ ​ ​ Average ​ Contractual ​ Value ​ ​ ​ ​ Exercise ​ Term ​ (in ​ Options Price (years) thousands) Outstanding at December 31, 2020 ​ 5,787,185 ​ $ 0.88 ​ 9.71 ​ $ 7,680 Granted ​ 17,398,882 ​ ​ 4.07 ​ ​ ​ ​ ​ Exercised ​ (511,873) ​ ​ 0.65 ​ ​ ​ ​ ​ Cancelled/forfeited ​ (1,049,747) ​ ​ 2.27 ​ ​ ​ ​ ​ Outstanding at December 31, 2021 21,624,447 ​ $ 3.39 9.22 ​ $ 82,038 Vested at December 31, 2021 2,340,128 ​ $ 1.80 8.85 ​ $ 11,942 Vested and expected to vest at December 31, 2021 21,624,447 ​ $ 3.39 9.22 ​ $ 82,038 ​ The fair value of each stock option was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions: ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Risk-free interest rate 0.93 % 0.42 % Volatility 64 % 66 % Dividend yield 0.00 % 0.00 % Expected term (years) 6.03 6.02 ​ ​ The Company recorded stock-based compensation expense associated with employee and non-employee stock options of $7.2 million and $0.2 million during the years ended December 31, 2021 and 2020, respectively. Stock-based compensation expense for the year ended December 31, 2021, included $0.2 million related to the modification of the vesting and exercise terms of certain employee’s stock options. The weighted average grant-date fair value of stock options granted during the years ended December 31, 2021, and 2020 was $2.61 and $0.46 per share, respectively. The fair value of options that vested during the years ended December 31, 2021 and 2020 was $3.0 million and $31.4 thousand, respectively. The aggregate intrinsic value of options exercised (i.e., the difference between the market price at exercise and the price paid by employees to exercise the option) during the year ended December 31, 2021 was $4.2 million. There were no options exercised during the year ended December 31, 2020. During the year ended December 31, 2021, the Company granted stock options to purchase a total of 360,524 shares of common stock to certain employees that vest only upon the achievement of a specified performance condition. The grant date fair value of these options is approximately $0.9 million. The Company determined that certain of the performance condition was achieved as of December 31, 2021, or expected to be achieved, and as a result, recognized $0.8 million of the stock-based compensation expense related to these awards during the year ended December 31, 2021. As of December 31, 2021, there was $40.9 million of total unrecognized compensation expense related to unvested stock options that the Company expects to recognize over a remaining weighted-average period of 3.3 years. Restricted Common Stock As of December 31, 2021, the Company has issued a total of: (i) 5,603,522 shares of restricted common stock to employees and advisors of the Company under the 2019 Plan; (ii) 627,000 shares of restricted common stock to a strategic partner outside of the 2019 Plan as partial compensation for future services; and (iii) 34,865,902 shares of restricted common stock to its founders, employees and advisors outside of the 2019 Plan. 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 27,274,500 shares of restricted common stock that were granted to certain members of the senior leadership team during the period from August 26, 2019 to December 31, 2019. Pursuant to the modified terms, the awards granted will vest at a slower rate than originally provided for under the respective stock purchase agreements. No incremental stock-based compensation expense was recognized as a result of the modification of the awards during the year ended December 31, 2020. A summary of the Company’s restricted stock activity and related information is as follows: ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ Average ​ ​ Number of ​ Grant Date ​ Shares Fair Value Unvested restricted common stock at December 31, 2020 ​ 25,942,576 ​ $ 0.01 Granted ​ 2,351,250 ​ ​ 2.06 Forfeited ​ (421,868) ​ ​ 0.00 Vested ​ (9,608,840) ​ ​ 0.16 Unvested restricted common stock at December 31, 2021 18,263,118 ​ 0.22 ​ During the year ended December 31, 2021, the Company issued 627,000 shares of restricted stock with vesting conditions tied to the achievement of an average closing stock price that meets a specified threshold for 60 consecutive trading days (the “Market Awards”). As the vesting of the Market Awards is tied to the achievement of a market condition, the weighted-average grant-date fair value per share was calculated using a Monte Carlo simulation analysis. This valuation methodology utilizes several key assumptions including the forecasted stock price, stock price volatility, risk-free rate as of valuation date, stock price as of grant date and the trigger for the performance condition to be met. The resulting compensation expense is recognized over the derived service period, calculated using a Monte Carlo simulation analysis. During the year ended December 31, 2021, the Company granted 783,750 shares of restricted stock to certain employees that vest only upon the achievement of a specified performance condition. The grant date fair value of these shares of restricted stock is approximately $1.4 million. The Company determined that the performance condition was achieved as of December 31, 2021 and as a result, recognized all of the stock-based compensation expense related to these awards during the year ended December 31, 2021. As of December 31, 2021, there was $2.2 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 3.1 years. ​ Earn-Out Shares ​ As discussed in note 2, Earn-Out Shares allocated to Earn-Out Service Providers who held shares of common stock or options to purchase common stock that are subject to time-based vesting conditions or restrictions as of the Closing Date of the Business Combination are accounted for in accordance with ASC 718. Pursuant to ASC 718, these Earn-Out Shares were measured at fair value at the grant date (the Closing Date) and will be recognized as expense over the time-based vesting period using the accelerated attribution method with a credit to additional paid-in-capital. The fair value of the Earn-Out Shares accounted for under ASC 718 was $43.4 million at the Closing Date. The following table summarizes the activity associated with Earn-Out Shares accounted for pursuant to ASC 718 during the year ended December 31, 2021 (in thousands, except per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ Average ​ ​ ​ ​ Grant Date Fair Value ​ Number of Shares Per Share Outstanding at December 31, 2020 ​ — ​ $ — Granted ​ 7,653,215 ​ ​ 5.67 Forfeited ​ — ​ ​ — Outstanding at December 31, 2021 7,653,215 ​ $ 5.67 ​ ​ ​ ​ ​ ​ ​ During the year ended December 31, 2021, the Company recognized $16.7 million of stock-based compensation expenses associated with the Earn-Out Shares. As of December 31, 2021, unrecognized compensation costs related to the Earn-Out Shares was $26.7 million and is expected to be recognized over a weighted-average period of 1.4 years.

LICENSE AGREEMENTS AND DISCOVER

LICENSE AGREEMENTS AND DISCOVERY COLLABORATIONS	12 Months Ended
	Dec. 31, 2021
LICENSE AGREEMENTS AND DISCOVERY COLLABORATIONS
LICENSE AGREEMENTS AND DISCOVERY COLLABORATIONS	11. LICENSE AGREEMENTS AND DISCOVERY COLLABORATIONS License Agreements Aumolertinib — Hansoh On July 22, 2020, the Company entered into a collaboration and license agreement with Hansoh (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 generation EGFR inhibitor, worldwide, with the exception of the People’s Republic of China, and its territories and possessions, including Hong Kong, Macau and Taiwan (the “Hansoh Territory”). The license agreement also provides the Company with a non-exclusive license in the Hansoh Territory to research, develop and export aumolertinib for purposes of obtaining regulatory approval for, and commercialization of aumolertinib for use outside of the Hansoh Territory. 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 and immune-inflammatory diseases in humans at its own cost and expense in the Company’s territory. The Company was obligated to make an upfront non-refundable, non-creditable payment of $25.0 million. If the Company succeeds in developing and commercializing aumolertinib, Hansoh will be eligible to receive (i) up to $90.0 million in development and regulatory milestone payments, and (ii) up to $420.0 million in sales milestone payments. In the event that Hansoh elects to opt out of sharing certain global development costs in accordance with the terms of the license agreement, the total potential development and regulatory payments Hansoh is eligible to receive will be reduced to $55.0 million, and the total potential sales milestone payments will be reduced to $350.0 million. Hansoh is also eligible to receive royalties on worldwide net sales of any products containing aumolertinib which range from mid-single digits to low teens, subject to potential reduction following the launch of certain generic products. The royalties for aumolertinib will expire on a product-by-product and country-by-country basis upon the later to occur of (i) the expiration of all valid patent claims covering the compounds in a country, (ii) the expiration of all regulatory exclusivities for aumolertinib in a country, or (iii) eleven years following the first commercial sale of aumolertinib in a 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 in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2020. During the year ended December 31, 2021, the Company recognized an additional $4.5 million of research and development expense in the consolidated statement of operations and comprehensive loss upon the achievement of certain development milestones. Sugemalimab/Nofazinlimab — 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 1 monoclonal antibody, and ofazinlimab, an anti-PD-1 monoclonal antibody, worldwide, with the exception of Mainland China, Taiwan, Hong Kong and Macau (the “CStone Territory”). Under the terms of the license agreement, the Company received an exclusive license to develop sugemalimab and nofazinlimab 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, non-creditable payment of $150.0 million, including $10.0 million as CStone received notification that the U.S. Food and Drug Administration designated sugemalimab as a breakthrough therapy. If the Company succeeds in developing and commercializing sugemalimab, CStone will be eligible to receive (i) up to $107.5 million in development and regulatory milestone payments, and (ii) up to $565.0 million in sales milestone payments. If the Company succeeds in developing and commercializing nofazinlimab, CStone will be eligible to receive (i) up to $75.0 million in development and regulatory milestone payments, and (ii) up to $405.0 million in sales milestone payments. CStone is also eligible to receive royalties on worldwide (excluding the CStone Territory) net sales of any products containing sugemalimab and nofazinlimab ranging from the low teens to the high teens for sugemalimab and from the mid-single digits to teens for nofazinlimab, subject to potential reduction following the launch of certain generic products. The royalties for sugemalimab and nofazinlimab will expire on a product-by-product and country-by-country basis upon the later to occur of (i) the expiration of all valid patent claims covering the compounds in a country, (ii) the expiration of all regulatory exclusivities for sugemalimab and nofazinlimab in a country, or (iii) eleven years following the first commercial sale of sugemalimab or nofazinlimab in a country. The Company is responsible for the costs associated with the development and regulatory approvals of sugemalimab and nofazinlimab 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 nofazinlimab. 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 in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2020. Other Licenses Through December 31, 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, non-creditable payments of $31.5 million through December 31, 2021. If the Company succeeds in developing and 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 digits to low double digits, subject to potential reduction following the launch of certain generic products. The royalties for the Preclinical/Clinical Assets will expire on a product-by-product and country-by-country basis. 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 year ended December 31, 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. In general, 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 generally responsible for all activities required to develop and commercialize the Collaboration Product. In general, the Company and the Partners will equally share costs (including research, development, and commercialization) and profits (losses) with respect to each Collaboration Product. All activities performed under the Collaboration Agreements are 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 basis, until the expiration of the last payment obligation by one of the parties to the other or, if earlier terminated. The Company has the right to terminate the Collaboration Agreements for any or no reason upon providing prior written notice. 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 year ended December 31, 2021, the Company paid upfront fees totalling $27.5 million under the Collaboration Agreements, of which $13.1 million and $12.2 million are reflected in prepaid and other current assets and other non-current assets, respectively, on the consolidated balance sheet at December 31, 2021.

COMMITMENT AND CONTINGENCIES

COMMITMENT AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2021
COMMITMENT AND CONTINGENCIES
COMMITMENT AND CONTINGENCIES	12. COMMITMENT AND CONTINGENCIES Operating Leases In December 2019, 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 originally commenced on January 1, 2020, and was set to expire on January 31, 2023 (the “Original Term Date”), with no renewal option. Pursuant to the Lease Agreement, the Company will pay an initial annual base rent of $2.5 million, which base rent increases after every twelve-month period during the lease term to $2.7 million for the last twelve-month period (the “Base Rent”). The Company has also agreed to pay its proportionate share of operating expenses and property taxes for the building in which the leased space is located. The Lease Agreement provided the Company with an improvement allowance of up to $1.0 million that had to be utilized prior to October 1, 2020. Upon payment to the Company of any amounts under the improvement allowance, the annual Base Rent shall be increased by the total amount drawn and amortized on a straight-line basis over the balance of the lease term such that the full amount of the allowance drawn shall be reimbursed to Surface as of the last regularly scheduled Base Rent payment date. The Company utilized the entire $1.0 million improvement allowance prior to October 1, 2020. 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 consolidated statements of operations and comprehensive (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Classification 2021 2020 Operating lease costs Research and development ​ $ 1,255 ​ $ 939 ​ General and administrative ​ 1,353 ​ ​ 1,669 Variable lease costs (1) Research and development ​ 387 ​ 240 ​ General and administrative ​ 419 ​ ​ 410 Total lease costs ​ ​ ​ $ 3,414 ​ $ 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 $3.9 million and $3.0 million under the Lease Agreement during the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the weighted average remaining lease term and weighted average discount rate of the Company’s operating lease was 1.1 years and 9.0% , respectively. Total lease payments as of December 31, 2021 for the next five years and thereafter are expected to be as follows (in thousands): ​ ​ ​ ​ Year Ending December 31, ​ ​ 2022 $ 3,255 2023 ​ 272 2024 ​ — 2025 ​ — 2026 ​ — Thereafter ​ — Total lease payments ​ 3,527 Less: Imputed interest ​ (153) Total future minimum lease obligations (lease liability) ​ $ 3,374 ​ 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 31, 2021, the Company was not party to any litigation.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2021
INCOME TAXES
INCOME TAXES	13. INCOME TAXES No provision for income taxes was recorded for the years ended December 31, 2021 and 2020. The Company has incurred net pre-tax losses for all periods presented. The Company has not reflected any benefit of such net operating loss (“NOL”) carryforwards in the accompanying financial statements. The provision for income taxes differs from the amount expected by applying the federal statutory rate to the loss before taxes as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 2020 ​ Profit before tax at federal statutory rate 21.0 % 21.0 % State tax benefit, net of federal effects 8.9 ​ 5.4 ​ Research and development credits 2.5 ​ 0.2 ​ Unrealized gains/losses ​ 20.1 ​ — ​ Other (4.2) ​ 0.0 ​ Change in valuation allowance (48.3) ​ (26.6) ​ Effective income tax rate 0.0 % 0.0 % ​ The domestic and foreign components of loss from continuing operations before income taxes are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 ​ 2020 Domestic $ (100,076) $ (249,983) Foreign ​ ​ 67 ​ ​ — Total ​ $ (100,009) ​ $ (249,983) ​ Net deferred tax assets as of December 31, 2021 and 2020, consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Deferred tax assets: ​ ​ ​ ​ ​ ​ Net operating loss carryforwards ​ ​ 61,805 ​ $ 18,643 Intangible assets ​ ​ 46,284 ​ 47,936 Operating lease liability ​ ​ 878 ​ 1,345 Research and development tax credits ​ ​ 2,881 ​ 657 Convertible note ​ ​ 391 ​ 397 Other ​ ​ 7,432 ​ 66 Total gross deferred tax assets ​ 119,671 ​ 69,044 Valuation allowance ​ ​ (118,459) ​ (67,758) Net deferred tax assets ​ 1,212 ​ ​ 1,286 Deferred tax liabilities: ​ ​ ​ ​ ​ Fixed assets ​ ​ (516) ​ ​ — Operating lease asset ​ ​ (696) ​ ​ (1,286) Total deferred tax liability ​ (1,212) ​ (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 31, 2021 and 2020 because the Company’s management believes that it is more likely than not that these assets will not be fully realized. The Company has incurred NOLs since inception. As of December 31, 2021 and 2020, the Company had federal NOL carryforwards of approximately $225.0 million and $71.0 million, respectively, and state NOL carryforwards of $184.9 million and $59.3 million, respectively. The Company’s federal NOL carryforwards will not expire and the state NOL carryforwards will begin to expire at various times beginning in 2030. As of December 31, 2021 and 2020, the Company also had available federal research and development tax credit carryforwards of $2.5 million and $0.6 million, respectively, to reduce future tax liabilities which begin to expire in 2040. The Company also has state research and development tax credit carryforwards as of December 31, 2021 and 2020 of $0.5 million and $0.1 million, respectively, available to reduce future state tax liabilities, which begin to expire in 2040. 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 period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. If the Company experiences a change of ownership, as defined by Section 382, at any time following Inception, utilization of the NOL carryforwards will be subject to the annual limitations under Section 382. The Company will recognize both accrued interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2021 and 2020, 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.

EMPLOYEE BENEFITS

EMPLOYEE BENEFITS	12 Months Ended
	Dec. 31, 2021
EMPLOYEE BENEFITS
EMPLOYEE BENEFITS	14. 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 or post-tax contributions up to the maximum allowable amount set by the Internal Revenue Services. Under the 401(k) Plan, the Company may make discretionary contributions as approved by the board of directors. The Company made contributions to the 401(k) Plan of approximately $1.0 million and $0.3 million during the years ended December 31, 2021 and 2020, respectively.

NET LOSS PER SHARE

NET LOSS PER SHARE	12 Months Ended
	Dec. 31, 2021
NET LOSS PER SHARE
NET LOSS PER SHARE	15. 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 December 31, ​ ​ 2021 ​ 2020 Net loss $ (100,009) $ (249,983) Weighted average common shares outstanding, basic and diluted ​ ​ 324,008,969 ​ ​ 137,824,126 Net loss per share, basic and diluted ​ $ (0.31) ​ $ (1.81) ​ The Company’s potentially dilutive securities, which include Warrants, Earn-Out Shares, 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 effect: ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Convertible preferred stock — 277,968,597 Outstanding Warrants 19,733,290 — Outstanding stock options 21,624,447 — Earn-Out Shares ​ 50,000,000 ​ — Unvested restricted stock 18,263,118 25,942,576 ​

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2021
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	16. SUBSEQUENT EVENTS In preparing the consolidated financial statements as of December 31, 2021, the Company evaluated subsequent events for recognition and measurement purposes through the filing date of this Annual Report on Form 10-K. The Company concluded that no events or transactions have occurred that require disclosure in the accompanying consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	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 the Company’s wholly-owned subsidiaries: EQRx International, Inc., EQRx Securities Holding Corporation, and an immaterial foreign subsidiary. All financial information presented has been consolidated and includes the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Functional Currency	Functional Currency The functional currency of the Company’s foreign operating subsidiary is the local currency. Foreign currency assets and liabilities held by the subsidiary are translated into U.S. Dollars at the exchange rate in effect at the end of the applicable fiscal reporting period and all foreign currency revenues and expenses are translated at the average monthly exchange rates. Translation adjustments are reflected in equity as a component of Accumulated other comprehensive loss in the consolidated balance sheets and included as a component of Comprehensive loss in the consolidated statements of operations and comprehensive loss. Gains and losses on foreign currency transactions are reflected in other income (expense) in the consolidated statements of operations and comprehensive loss.
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 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, stock-based compensation expense, the valuation of the contingent earn-out liability, and the fair value of warrants. Changes in estimates are recorded in the period in which they become known. Due to the risks and uncertainties involved in the Company’s business and evolving market conditions and, given the subjective element of the estimates and assumptions made, actual results may differ from estimated results.
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 31, 2021 and 2020 consist of U.S. Government money market funds, commercial paper, and commercial bonds and are reported at fair value. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amount shown in the consolidated statement of cash flows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Cash and cash equivalents ​ $ 1,678,542 ​ $ 489,682 Restricted cash ​ 633 ​ 633 Total cash and restricted cash ​ $ 1,679,175 ​ $ 490,315 ​ Amounts included in restricted cash as of December 31, 2021 and 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 12).
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 31, 2021, the Company’s cash and cash equivalents were deposited at two financial institutions and it has no significant off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements. The Company has not experienced any losses on its deposits of cash and cash equivalents and does not believe that it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company is dependent on third-party manufacturers to supply products for research and development activities of its programs, including preclinical and clinical testing. These programs could be adversely affected by a significant interruption to the supply of such drug substance and drug products.
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: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 — Non-observable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.
Lease Agreements	Lease Agreements Under ASC Topic 842, Leases (“ASC 842”), the Company determines if an arrangement is or contains a lease at inception. For leases with a term of 12 months or less, the Company does not recognize a right-of-use asset or lease liability. The Company’s operating leases are recognized on its consolidated balance sheets as noncurrent assets, current liabilities and noncurrent liabilities. The Company does not have any finance leases. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As the Company’s leases typically do not provide an implicit rate, the Company uses an estimate of its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Operating lease right-of-use assets also include the effect of any lease payments made prior to commencement and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. The Company has a lease agreement with lease and non-lease components, which are accounted for as a combined element.
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 software and websites when it is probable the project will be completed. Capitalized costs include internal and external costs, if direct and incremental, and deemed by management to be significant. The Company expenses costs related to the planning and post-implementation phases of software and website development as these costs are incurred. Maintenance and enhancement costs (including those costs in the post-implementation stages) are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software resulting in added functionality, in which case the costs are capitalized. Property and equipment are recorded at cost and depreciated on a straight-line basis over the estimated useful lives of the respective assets. Expenses for repairs and maintenance are charged to operations as incurred. 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 assets for impairment whenever events or changes in business circumstances indicate that the carrying value of assets may not be recoverable. Recoverability is measured by comparison of the asset’s book value to future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the projected discounted future net cash flows arising from the assets. No impairment losses have been recorded through December 31, 2021.
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 and amortizes these costs over the noncancelable term of the cloud computing arrangement, plus any optional renewal periods (1) that are reasonably certain to be exercised by the Company or (2) for which exercises of the renewal option is controlled by the cloud service provider. Costs incurred during the application development stage are capitalized within prepaid expense and other assets on the consolidated balance sheet. Amortization of implementation costs are recorded on a straight-line basis, over the estimated useful life for each module or component of the related hosting arrangement when it is ready for its intended use and reflected in either research and development or general and administrative expense in the consolidated statement of operations and comprehensive loss.
Other investments	Other Investments From time-to-time the Company may make minority investments in other biotechnology companies. Where the Company has no significant influence, these investments are accounted for under the measurement alternative for equity securities without readily determinable fair values provided for under Accounting Standards Codification ("ASC") Topic 321, Equity Investments . The investments are measured at cost less impairment, adjusted for observable price changes and are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. As of December 31, 2021, the Company held one investment in equity securities without readily determinable fair values valued at $4.0 million. As of December 31, 2021, no impairment has been recorded.
Contingent Earn-Out Liability	Contingent Earn-Out Liability In connection with the Business Combination, holders of Legacy EQRx equity securities and options (“Earn-Out Service Providers”) are entitled to receive as additional merger consideration of up to 50,000,000 shares of the Company’s common stock (the “Earn-out Shares”), comprised of two separate tranches, for no consideration upon the occurrence of certain triggering events. Earn-Out Shares allocated to Earn-Out Service Providers who held equity securities not subject to any vesting conditions or restrictions as of the Closing Date of the Business Combination are accounted for in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”), as the Earn-Out Shares are not indexed to the Company’s common stock. Pursuant to ASC 815, these Earn-Out Shares were accounted for as a liability at the Closing Date of the Business Combination and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense), net in the consolidated statements of operations and comprehensive loss. The fair value of the Earn-Out Shares accounted for under ASC 815 was $240.1 million at the Closing Date and was recognized as a liability in the consolidated balance sheet. Earn-Out Shares allocated to Earn-Out Service Providers who held shares of common stock or options to purchase common stock that are subject to time-based vesting conditions or restrictions as of the Closing Date of the Business Combination are accounted for in accordance with ASC Topic 718, Share-Based Compensation (“ASC 718”), as the Earn-Out Shares are subject to forfeiture based on the satisfaction of certain service conditions. Pursuant to ASC 718, these Earn-Out Shares were measured at fair value at the grant date (the Closing Date) and will be recognized as expense over the time-based vesting period with a credit to additional paid-in-capital. The fair value of the Earn-Out Shares accounted for under ASC 718 was $43.4 million at the Closing Date. The Earn-Out Shares accounted for under ASC 815 are categorized as a Level 3 fair value measurement (see Fair Value Measurements accounting policy and note 4) because the Company estimates projections over a ten-year period utilizing unobservable inputs. Contingent earnout payments involve certain assumptions requiring significant judgment and actual results can differ from assumed and estimated amounts.
Warrant Liabilities	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 Topic 480, Distinguishing Liabilities from Equity and ASC 815. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company assumed 11,039,957 publicly-traded warrants (“Public Warrants”) and 8,693,333 private placement warrants issued in connection with CMLS III’s initial public offering (“Private Warrants” and, together with the Public Warrants, the “Warrants”). The Warrants entitle the holder to purchase one share of the Company’s common stock, par value $0.0001 , at an exercise price of $11.50 per share. The Private Warrants and the Public Warrants contain provisions that require them to be classified as derivative liabilities in accordance with ASC 815. Accordingly, at the end of each reporting period, changes in fair value during the period are recognized as a change in fair value of warrant liabilities within the consolidated statements of operations and comprehensive loss. The Company adjusts the warrant liability for changes in the fair value until the earlier of (a) the exercise or expiration of the Warrants or (b) the redemption of the Warrants, at which time the Warrants will be reclassified to additional paid-in capital. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Research and Development Funding and Costs	Research and Development Funding In October 2019, the Company provided Crimson Biopharm (“Crimson”) with $1.0 million in research and development funding through a convertible promissory note (the “2019 Crimson Note”). In February 2020, the Company provided Crimson with an additional $0.5 million in research and development funding through a convertible promissory note (the “2020 Crimson Note”). The 2019 Crimson Note and 2020 Crimson Note (collectively, the “Crimson Notes”) are senior to all other indebtedness of Crimson and bear interest at 6% , compounding annually, unless previously repaid or converted. The conversion rate of the Crimson Notes is defined based upon the possible occurrence of certain defined events which may or may not occur. In October 2021, the Company amended the Crimson Notes to extend their original maturity dates to April 30, 2022. 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 million of aggregate funding provided through the Crimson Notes was expensed as research and development expense in the consolidated statement of operations and comprehensive loss upon payment of the research and development funding. Research and Development Costs Research and development expenses for the years ended December 31, 2021 and 2020, consists of salaries and benefits, including associated stock-based compensation, third-party license fees, and other operational costs related to the Company’s research and development activities, including allocated facility-related expenses and fees paid to other entities that conduct certain research and development activities on the Company’s behalf. 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 compensation expense for stock options based upon the fair value of the awards on the grant date and recognizes the expense on a straight-line basis over the requisite service period of the award, which is typically the vesting period. Compensation expense is measured using the fair value of the award at the grant date and is adjusted to reflect actual forfeitures as they occur. The Company estimates the fair value of stock options using the Black-Scholes option pricing model that takes into account the fair value of its common stock, the exercise price, the expected term of the option, the expected volatility of the Company’s common stock, expected dividends on the Company’s common stock, and the risk-free interest rate over the expected life of the option. Expected Term — The Company uses the simplified method described in the Securities and Exchange Commission Staff Accounting Bulletin Topic 14.D.2 to calculate the expected term as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for options granted to employees. Expected Volatility — The Company estimates expected volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its traded stock price. Risk Free Interest Rate — The risk-free rate assumption is based on the U.S. Treasury yield curves whose terms are consistent with the expected term of the stock options. Expected Dividend — The Company has not issued any dividends and does not expect to issue dividends over the life of the options. As a result, the Company has estimated the dividend yield to be zero . The Company classifies stock-based compensation expense in its statement of operations in the same manner in which the award recipient’s payroll costs or service payments are classified. The Company recognizes stock-based compensation expense for restricted common stock based upon the difference between the fair value of the Company’s common stock on the grant date of the restricted common stock and the price per share paid by the purchasers and recognizes the expense on a straight-line basis over the requisite service period of the award.
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 to be sustained it would then be assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. To date the Company has no uncertain tax positions and there have been no interest and penalties.
Comprehensive Loss	Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. During the year ended December 31, 2021, the Company’s comprehensive loss reflects foreign currency translation adjustments. There was no difference between net loss and comprehensive loss during the year ended December 31, 2020.
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 method to calculate its basic and diluted net loss per share as the Company has issued shares that meet the definition of participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. The Company’s participating securities contractually entitle the holders of such shares to participate in dividends; but do not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.
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 (“ASC 808”). This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and which elements of the collaboration are more reflective of a vendor-customer relationship and therefore within the scope of ASC 606, Revenue from Contracts with Customers. If the Company concludes that some or all aspects of the arrangement are within the scope of ASC 808 and do not represent a transaction with a customer, the Company recognizes its allocation of the shared costs incurred with respect to the jointly conducted activities as a component of the related expense in the period incurred.
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 group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment as the CODM manages operations on a consolidated basis for purposes of allocating resources and assessing performance. The Company’s singular focus is on making innovative medicines at dramatically lower prices for the benefit of people and society. All of the Company’s long-lived assets reside in the United States.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . Among other items, the amendments in ASU 2019-12 simplify the accounting treatment of tax law changes and year-to-date losses in interim periods. An entity generally recognizes the effects of a change in tax law in the period of enactment; however, there is an exception for tax laws with delayed effective dates. Under current guidance, an entity may not adjust its annual effective tax rate for a tax law change until the period in which the law is effective. This exception was removed under ASU 2019-12, thereby providing that all effects of a tax law change are recognized in the period of enactment, including adjustment of the estimated annual effective tax rate. Regarding year-to-date losses in interim periods, an entity is required to estimate its annual effective tax rate for the full fiscal year at the end of each interim period and use that rate to calculate its income taxes on a year-to-date basis. However, current guidance provides an exception that when a loss in an interim period exceeds the anticipated loss for the year, the income tax benefit is limited to the amount that would be recognized if the year-to-date loss were the anticipated loss for the full year. ASU 2019-12 removes this exception and provides that in this situation, an entity would compute its income tax benefit at each interim period based on its estimated annual effective tax rate. ASU 2019-12 was effective for fiscal years beginning after December 15, 2020. The Company adopted ASU 2019-12 effective January 1, 2021. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements or related disclosures.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of reconciliation of cash, cash equivalents and restricted cash	The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amount shown in the consolidated statement of cash flows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Cash and cash equivalents ​ $ 1,678,542 ​ $ 489,682 Restricted cash ​ 633 ​ 633 Total cash and restricted cash ​ $ 1,679,175 ​ $ 490,315

BUSINESS COMBINATION (Tables)

BUSINESS COMBINATION (Tables)	12 Months Ended
	Dec. 31, 2021
Business Acquisition [Line Items]
Schedule of common stock outstanding upon business combination	​ ​ ​ ​ ​ Shares Common stock of CMLS III outstanding prior to Business Combination 69,000,000 Less redemption of CMLS III shares (39,587,066) Less Founder Stock forfeited (4,840,628) Common stock of CMLS III as of the Business Combination 24,572,306 Common Stock issued pursuant to PIPE Financing 120,000,000 Business Combination and PIPE Financing shares 144,572,306 Common stock issued in Business Combination to Legacy EQRx shareholders 343,060,309 Total shares of common stock issued immediately after Business Combination 487,632,615
Schedule of elements of net proceeds from business combination	The following table summarizes the elements of the net proceeds from the Business Combination and PIPE Financing transactions as of December 31, 2021 (in thousands): ​ ​ ​ ​ ​ Recapitalization Cash - CMLS III's Trust account and cash (net of redemptions) $ 158,160 Cash - PIPE Financing 1,200,000 Less transaction costs and fees paid as of the Closing Date (53,596) Proceeds from the Business Combination, net of transactions costs paid as of the Closing Date 1,304,564 Less transaction costs included in accounts payable and accrued expenses at December 31, 2021 (1,363) Net proceeds from the Business Combination $ 1,303,201
Earn-Out Shares subject to liability accounting
Business Acquisition [Line Items]
Schedule of valuation inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 17, ​ ​ 2021 ​ 2021 Market price of public stock $ 6.82 $ 8.69 Expected share price volatility ​ 54.0% ​ 52.9% Risk-free interest rate ​ 0.96% ​ 0.93% Estimated dividend yield ​ 0.0% ​ 0.0%

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2021
FAIR VALUE MEASUREMENTS
Schedule of fair value of financial instruments measured on recurring basis	The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ ​ Level 1 Level 2 Level 3 Total Assets ​ ​ ​ ​ Cash equivalents: ​ ​ ​ ​ Money market funds $ 1,345,174 $ — $ — $ 1,345,174 Commercial paper (due within 90 days) ​ — ​ 329,345 ​ — ​ 329,345 Total financial assets ​ $ 1,345,174 ​ $ 329,345 ​ $ — ​ $ 1,674,519 Liabilities ​ ​ ​ ​ Contingent earn-out liability ​ $ — ​ $ — ​ $ 153,041 ​ $ 153,041 Warrant liabilities ​ 11,813 ​ 9,302 ​ — ​ 21,115 Total financial liabilities ​ $ 11,813 ​ $ 9,302 ​ $ 153,041 ​ $ 174,156 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2020 ​ ​ Level 1 Level 2 Level 3 Total Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents: ​ ​ ​ ​ Money market funds ​ $ 361,087 ​ $ — ​ $ — ​ $ 361,087 Commercial bonds (due within 90 days) ​ — ​ 32,059 ​ — ​ 32,059 Commercial paper (due within 90 days) ​ — ​ 94,536 ​ — ​ 94,536 Total financial assets ​ $ 361,087 ​ $ 126,595 ​ $ — ​ $ 487,682
Schedule of change in fair value	The following table presents a summary of the change in the fair value of the Company’s level 3 financial instruments (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Fair Value ​ ​ ​ ​ Fair value as of December 31, 2020 $ — Contingent earn-out liability recognized upon the Closing of the Business Combination ​ 240,106 Change in fair value ​ (87,065) Fair value as of December 31, 2021 ​ $ 153,041 ​ ​ ​ ​ ​ ​ ​ Fair Value ​ ​ ​ ​ Fair value as of December 31, 2020 $ — Warrant liabilities acquired as part of Business Combination ​ 29,995 Change in fair value ​ (8,880) Fair value as of December 31, 2021 ​ $ 21,115 ​ ​ ​ ​

PROPERTY AND EQUIPMENT, NET (Ta

PROPERTY AND EQUIPMENT, NET (Tables)	12 Months Ended
	Dec. 31, 2021
PROPERTY AND EQUIPMENT, NET
Schedule of property and equipment	Property and equipment, net, consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ Estimated Useful Life ​ 2021 ​ 2020 Property and equipment: ​ ​ Leasehold improvements Lesser of useful life or life of lease $ 1,492 ​ $ 1,479 Furniture and fixtures 5 years ​ 1,215 ​ 893 Capitalized website development 1 - 3 years ​ 577 ​ 548 Computer equipment 3 years ​ 222 ​ 138 Work-in-progress n.a. ​ — ​ — ​ ​ ​ ​ 3,506 ​ 3,058 Less: Accumulated depreciation ​ (1,521) ​ (338) Property and equipment, net: ​ $ 1,985 ​ $ 2,720

ACCRUED EXPENSES (Tables)

ACCRUED EXPENSES (Tables)	12 Months Ended
	Dec. 31, 2021
ACCRUED EXPENSES
Schedule of accrued expenses	Accrued expenses consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2021 ​ 2020 External research and development $ 23,282 $ 9,870 Accrued professional services ​ 4,075 ​ 723 Accrued consulting ​ 811 ​ 334 Accrued compensation ​ 417 ​ 120 Other ​ 319 ​ 118 Total accrued expenses ​ $ 28,904 ​ $ 11,165

WARRANTS (Tables)

WARRANTS (Tables)	12 Months Ended
	Dec. 31, 2021
WARRANTS
Schedule of warrants outstanding	​ ​ ​ ​ ​ ​ ​ Warrant Type Shares Exercise Price Public Warrants 11,039,957 ​ $ 11.50 Private Warrants 8,693,333 ​ $ 11.50 Total Warrants 19,733,290 ​

STOCKHOLDERS EQUITY (Tables)

STOCKHOLDERS EQUITY (Tables)	12 Months Ended
	Dec. 31, 2021
STOCKHOLDERS' EQUITY
Schedule of common stock reserved for future issuance	​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2021 ​ 2020 Convertible preferred stock — 277,968,597 Outstanding stock options ​ 21,624,447 5,787,185 Outstanding Public Warrants 11,039,957 — Outstanding Private Warrants 8,693,333 — Remaining shares available for future issuance under 2019 Stock Option and Grant Plan — 35,164,238 Remaining shares available for future issuance under 2021 Stock Option and Incentive Plan 59,353,357 — Shares available for grant under 2021 Employee Stock Purchase Plan 4,876,326 — Total shares of common stock reserved 105,587,420 318,920,020

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	12 Months Ended
	Dec. 31, 2021
STOCK-BASED COMPENSATION
Schedule of Stock-based Compensation Expense	Stock-based compensation expense included in the Company’s consolidated statements of operations and comprehensive loss is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 2020 Research and development ​ $ 5,393 $ 99 General and administrative ​ 20,833 ​ 247 Total stock-based compensation ​ $ 26,226 ​ $ 346
Schedule of Options Activity	A summary of stock option activity for employee and nonemployee awards under the 2019 Plan is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ Aggregate ​ ​ ​ ​ Weighted- ​ Remaining ​ Intrinsic ​ ​ ​ ​ Average ​ Contractual ​ Value ​ ​ ​ ​ Exercise ​ Term ​ (in ​ Options Price (years) thousands) Outstanding at December 31, 2020 ​ 5,787,185 ​ $ 0.88 ​ 9.71 ​ $ 7,680 Granted ​ 17,398,882 ​ ​ 4.07 ​ ​ ​ ​ ​ Exercised ​ (511,873) ​ ​ 0.65 ​ ​ ​ ​ ​ Cancelled/forfeited ​ (1,049,747) ​ ​ 2.27 ​ ​ ​ ​ ​ Outstanding at December 31, 2021 21,624,447 ​ $ 3.39 9.22 ​ $ 82,038 Vested at December 31, 2021 2,340,128 ​ $ 1.80 8.85 ​ $ 11,942 Vested and expected to vest at December 31, 2021 21,624,447 ​ $ 3.39 9.22 ​ $ 82,038
Schedule of Options Valuation Inputs	The fair value of each stock option was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions: ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Risk-free interest rate 0.93 % 0.42 % Volatility 64 % 66 % Dividend yield 0.00 % 0.00 % Expected term (years) 6.03 6.02 ​
Schedule of Restricted Stock Activity	A summary of the Company’s restricted stock activity and related information is as follows: ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ Average ​ ​ Number of ​ Grant Date ​ Shares Fair Value Unvested restricted common stock at December 31, 2020 ​ 25,942,576 ​ $ 0.01 Granted ​ 2,351,250 ​ ​ 2.06 Forfeited ​ (421,868) ​ ​ 0.00 Vested ​ (9,608,840) ​ ​ 0.16 Unvested restricted common stock at December 31, 2021 18,263,118 ​ 0.22
Schedule of Earn-Out shares activity	The following table summarizes the activity associated with Earn-Out Shares accounted for pursuant to ASC 718 during the year ended December 31, 2021 (in thousands, except per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ Average ​ ​ ​ ​ Grant Date Fair Value ​ Number of Shares Per Share Outstanding at December 31, 2020 ​ — ​ $ — Granted ​ 7,653,215 ​ ​ 5.67 Forfeited ​ — ​ ​ — Outstanding at December 31, 2021 7,653,215 ​ $ 5.67 ​ ​ ​ ​ ​ ​ ​

COMMITMENT AND CONTINGENCIES (T

COMMITMENT AND CONTINGENCIES (Tables)	12 Months Ended
	Dec. 31, 2021
COMMITMENT AND CONTINGENCIES
Schedule of the effect of lease costs	The following table summarizes the effect of lease costs in the Company’s consolidated statements of operations and comprehensive (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Classification 2021 2020 Operating lease costs Research and development ​ $ 1,255 ​ $ 939 ​ General and administrative ​ 1,353 ​ ​ 1,669 Variable lease costs (1) Research and development ​ 387 ​ 240 ​ General and administrative ​ 419 ​ ​ 410 Total lease costs ​ ​ ​ $ 3,414 ​ $ 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.
Schedule of Lessee, Operating Lease, Liability, Maturity	Total lease payments as of December 31, 2021 for the next five years and thereafter are expected to be as follows (in thousands): ​ ​ ​ ​ Year Ending December 31, ​ ​ 2022 $ 3,255 2023 ​ 272 2024 ​ — 2025 ​ — 2026 ​ — Thereafter ​ — Total lease payments ​ 3,527 Less: Imputed interest ​ (153) Total future minimum lease obligations (lease liability) ​ $ 3,374 ​

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2021
INCOME TAXES
Schedule of effective income tax rate reconciliation	​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 2020 ​ Profit before tax at federal statutory rate 21.0 % 21.0 % State tax benefit, net of federal effects 8.9 ​ 5.4 ​ Research and development credits 2.5 ​ 0.2 ​ Unrealized gains/losses ​ 20.1 ​ — ​ Other (4.2) ​ 0.0 ​ Change in valuation allowance (48.3) ​ (26.6) ​ Effective income tax rate 0.0 % 0.0 %
Schedule of domestic and foreign components	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 ​ 2020 Domestic $ (100,076) $ (249,983) Foreign ​ ​ 67 ​ ​ — Total ​ $ (100,009) ​ $ (249,983)
Schedule of net deferred tax assets	Net deferred tax assets as of December 31, 2021 and 2020, consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Deferred tax assets: ​ ​ ​ ​ ​ ​ Net operating loss carryforwards ​ ​ 61,805 ​ $ 18,643 Intangible assets ​ ​ 46,284 ​ 47,936 Operating lease liability ​ ​ 878 ​ 1,345 Research and development tax credits ​ ​ 2,881 ​ 657 Convertible note ​ ​ 391 ​ 397 Other ​ ​ 7,432 ​ 66 Total gross deferred tax assets ​ 119,671 ​ 69,044 Valuation allowance ​ ​ (118,459) ​ (67,758) Net deferred tax assets ​ 1,212 ​ ​ 1,286 Deferred tax liabilities: ​ ​ ​ ​ ​ Fixed assets ​ ​ (516) ​ ​ — Operating lease asset ​ ​ (696) ​ ​ (1,286) Total deferred tax liability ​ (1,212) ​ (1,286) Net deferred tax asset (liability) ​ $ — ​ $ — ​

NET LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables)	12 Months Ended
	Dec. 31, 2021
NET LOSS PER SHARE
Schedule of computation of basic and diluted 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 December 31, ​ ​ 2021 ​ 2020 Net loss $ (100,009) $ (249,983) Weighted average common shares outstanding, basic and diluted ​ ​ 324,008,969 ​ ​ 137,824,126 Net loss per share, basic and diluted ​ $ (0.31) ​ $ (1.81) ​
Schedule of antidilutive securities	​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Convertible preferred stock — 277,968,597 Outstanding Warrants 19,733,290 — Outstanding stock options 21,624,447 — Earn-Out Shares ​ 50,000,000 ​ — Unvested restricted stock 18,263,118 25,942,576

NATURE OF BUSINESS (Details)

NATURE OF BUSINESS (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021USD ($)item	Dec. 31, 2020USD ($)	Dec. 31, 2019USD ($)
NATURE OF BUSINESS
Number of Products In Development | item	2
Net loss	$ (100,009)	$ (249,983)
Cash, cash equivalents and restricted cash	$ 1,679,175	$ 490,315	$ 19,322

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021USD ($)item	Dec. 31, 2020USD ($)	Dec. 31, 2019USD ($)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract]
Cash and cash equivalents	$ 1,678,542	$ 489,682
Restricted cash	633	633
Total cash and restricted cash	$ 1,679,175	$ 490,315	$ 19,322
Number of financial institutions holding cash | item	2
Investment in equity securities	$ 4,000
Impairment recognized on other investments	0
Impairment losses	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Earn-Out Shares (Details) $ in Thousands	Dec. 17, 2021USD ($)trancheshares	Dec. 31, 2021USD ($)
Business Acquisition [Line Items]
Number of Earn-Out Shares issued | shares	35,000,000
Number of tranches for Earn-Out Shares issuance | tranche	2
Earn-Out shares liability | $	$ 240,100	$ 153,041
Fair value of Earn-Out Shares | $		$ 43,400
Maximum
Business Acquisition [Line Items]
Number of Earn-Out Shares issued | shares	50,000,000

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Warrants (Details) - $ / shares	Dec. 31, 2021	Dec. 17, 2021	Dec. 31, 2020
Class of Warrant or Right [Line Items]
Number of warrants outstanding	19,733,290
Number of shares per warrant	1
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Exercise price (in dollars per share)	$ 11.50
Private Warrant
Class of Warrant or Right [Line Items]
Number of warrants outstanding	8,693,333
Exercise price (in dollars per share)	$ 11.50
Public Warrant
Class of Warrant or Right [Line Items]
Number of warrants outstanding	11,039,957
Exercise price (in dollars per share)	$ 11.50

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - R&D, etc. (Details) $ in Thousands	1 Months Ended		12 Months Ended
	Feb. 29, 2020USD ($)	Oct. 31, 2019USD ($)	Dec. 31, 2021USD ($)segment
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Research and development expense from funding via promissory note receivable	$ 500	$ 1,000	$ 1,500
Promissory note interest rate			6.00%
Dividend yield			0.00%
Unrecognized tax benefits			$ 0
Interest and penalties			$ 0
Number of operating segments | segment			1

BUSINESS COMBINATION (Details)

BUSINESS COMBINATION (Details) $ / shares in Units, $ in Thousands	Dec. 17, 2021USD ($)$ / sharesshares	Dec. 31, 2021USD ($)$ / sharesshares	Dec. 16, 2021shares	Dec. 31, 2020$ / sharesshares
Business Acquisition [Line Items]
Number of shares received for each share in conversion	0.627
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001		$ 0.0001
Proceeds from PIPE financing | $	$ 1,200,000	$ 1,200,000
Number of Earn-Out Shares issued	35,000,000
Common stock of CMLS III	24,572,306		69,000,000
Less redemption of CMLS III shares	(39,587,066)
Less: Founder stock forfeited	(4,840,628)
Shares issued in PIPE financing	120,000,000
Business Combination and PIPE Financing shares	144,572,306
Common stock, shares issued	487,632,615	537,632,615		324,237,896
Earn-Out shares liability | $	$ 240,100	$ 153,041
Change in fair value of contingent earn-out liability | $		$ (87,065)
Minimum
Business Acquisition [Line Items]
Earn-out shares liability duration	12 months
Maximum
Business Acquisition [Line Items]
Number of Earn-Out Shares issued	50,000,000
Earn Out Shares Liability, Ending, Duration Period	36 months
Merger Sub
Business Acquisition [Line Items]
Shares issued in business combination	343,060,309
Tranche 1
Business Acquisition [Line Items]
Number of Earn-Out Shares issued	15,000,000
Share Price | $ / shares	$ 12.50
Tranche 2
Business Acquisition [Line Items]
Share Price | $ / shares	$ 16.50

BUSINESS COMBINATION - Net proc

BUSINESS COMBINATION - Net proceeds (Details) - USD ($) $ in Thousands	Dec. 17, 2021	Dec. 31, 2021
BUSINESS COMBINATION
Proceeds from Business Combination and PIPE Financing, net of offering costs paid		$ 1,304,564
Cash - CMLS III's Trust account and cash		158,160
Proceeds from PIPE financing	$ 1,200,000	1,200,000
Less transaction costs and fees paid as of the Closing Date		(53,596)
Proceeds from the Business Combination, net of transaction costs paid as of the Closing Date		1,304,564
Less transaction costs included in accounts payable and accrued expenses		(1,363)
Net proceeds from the Business Combination		$ 1,303,201

BUSINESS COMBINATION - Earn-Out

BUSINESS COMBINATION - Earn-Out Shares Valuation Assumptions (Details)	Dec. 31, 2021$ / shares	Dec. 17, 2021$ / shares
Market price
Business Acquisition [Line Items]
Earn-out liability, valuation input	6.82	8.69
Expected share price volatility
Business Acquisition [Line Items]
Earn-out liability, valuation input	54	52.9
Risk-free interest rate
Business Acquisition [Line Items]
Earn-out liability, valuation input	0.96	0.93
Estimated dividend yield
Business Acquisition [Line Items]
Earn-out liability, valuation input	0	0

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 17, 2021	Dec. 31, 2020
Fair Value, Net Asset (Liability) [Abstract]
Total financial assets	$ 1,674,519		$ 487,682
Earn-Out shares liability	153,041	$ 240,100
Warrant liability	21,115
Total financial liabilities	174,156
Money market funds
Fair Value, Net Asset (Liability) [Abstract]
Cash equivalents:	1,345,174		361,087
Commercial paper
Fair Value, Net Asset (Liability) [Abstract]
Cash equivalents:	329,345		94,536
Commercial bonds
Fair Value, Net Asset (Liability) [Abstract]
Cash equivalents:			32,059
Level 1
Fair Value, Net Asset (Liability) [Abstract]
Total financial assets	1,345,174		361,087
Warrant liability	11,813
Total financial liabilities	11,813
Level 1 | Money market funds
Fair Value, Net Asset (Liability) [Abstract]
Cash equivalents:	1,345,174		361,087
Level 2
Fair Value, Net Asset (Liability) [Abstract]
Total financial assets	329,345		126,595
Warrant liability	9,302
Total financial liabilities	9,302
Level 2 | Commercial paper
Fair Value, Net Asset (Liability) [Abstract]
Cash equivalents:	329,345		94,536
Level 2 | Commercial bonds
Fair Value, Net Asset (Liability) [Abstract]
Cash equivalents:			$ 32,059
Level 3
Fair Value, Net Asset (Liability) [Abstract]
Earn-Out shares liability	153,041
Total financial liabilities	153,041
Contingent Earn Out Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Liabilities acquired or recognized	240,106
Change in fair value	(87,065)
Fair value, end of period	153,041
Warrant [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Liabilities acquired or recognized	29,995
Change in fair value	(8,880)
Fair value, end of period	$ 21,115

PROPERTY AND EQUIPMENT, NET (De

PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 3,506	$ 3,058
Less: Accumulated depreciation	(1,521)	(338)
Property and equipment, net	1,985	2,720
Depreciation expense	1,200	300
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 1,492	1,479
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Property, Plant and Equipment, Gross	$ 1,215	893
Capitalized website development
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 577	548
Capitalized website development | Minimum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	1 year
Capitalized website development | Maximum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Computer equipment
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Property, Plant and Equipment, Gross	$ 222	$ 138

ACCRUED EXPENSES (Details)

ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
ACCRUED EXPENSES
External research and development	$ 23,282	$ 9,870
Accrued professional services	4,075	723
Accrued consulting	811	334
Accrued compensation	417	120
Other	319	118
Total accrued expenses	$ 28,904	$ 11,165

CONVERTIBLE PREFERRED STOCK (De

CONVERTIBLE PREFERRED STOCK (Details) $ / shares in Units, $ in Thousands

Mar. 31, 2021shares

Nov. 02, 2020$ / sharesshares

Jan. 10, 2020USD ($)$ / sharesshares

Sep. 30, 2020shares

Jul. 31, 2020USD ($)shares

Jun. 30, 2020USD ($)shares

Feb. 28, 2021USD ($)shares

Feb. 29, 2020USD ($)shares

Dec. 31, 2020USD ($)$ / sharesshares

Dec. 31, 2021$ / sharesshares

Dec. 17, 2021

Jan. 28, 2021shares

Jan. 27, 2021shares

Class of Stock [Line Items]

Issuance of common stock | $

$ 1

Par value per preferred stock (in dollars per share) | $ / shares

$ 0.0001

$ 0.0001

Preferred stock, shares authorized

2,000,000

2,000,000

Number of shares received for each share in conversion

0.627

Series A Preferred Stock

Class of Stock [Line Items]

Proceeds from issuance of Preferred Stock | $

$ 218,000

Number of shares issued

234,257,469

Par value per preferred stock (in dollars per share) | $ / shares

$ 0.0001

Purchase price per share (in dollars per share) | $ / shares

$ 0.9306

Series A Preferred Stock | Sale Of Stock Per Purchase Agreement

Class of Stock [Line Items]

Number of shares issued

107,994,846

Gross proceeds of additional shares | $

$ 100,500

Series A Preferred Stock | Sale Of Stock Per Purchase Agreement, Initial Closing

Class of Stock [Line Items]

Number of shares issued

126,262,623

126,262,623

126,262,623

Gross proceeds from issuance of convertible preferred stock | $

$ 117,500

$ 117,500

$ 117,500

Series A Preferred Stock | Sale Of Stock Per Purchase Agreement, Subsequent Closings

Class of Stock [Line Items]

Number of shares issued

107,994,846

Sale of stock, subsequent closing period

15 days

Stockholder authorization percentage

55.00%

Series B Preferred Stock

Class of Stock [Line Items]

Number of shares issued

26,133,332

181,261,150

Gross proceeds from issuance of convertible preferred stock | $

$ 71,700

$ 497,000

Preferred stock, shares authorized

207,885,043

191,473,066

Series B Preferred Stock | Sale Of Stock Per Purchase Agreement, Initial Closing

Class of Stock [Line Items]

Number of shares issued

98,654,203

Purchase price per share (in dollars per share) | $ / shares

$ 2.7419

Series B Preferred Stock | Sale Of Stock Per Purchase Agreement, Subsequent Closings

Class of Stock [Line Items]

Number of shares issued

191,473,066

WARRANTS (Details)

WARRANTS (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 17, 2021
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)	$ 11.50
Expiry period	5 years
Number of warrants outstanding	19,733,290
Number of warrants exercised	0
Number of warrants redeemed	0
Number of shares per warrant	1
Unrealized gain recognized	$ (8,880)
Common Stock Price Exceeds Trigger [Member]
Class of Warrant or Right [Line Items]
Period prior to redemption notification at which trading period ends	20 days
Period for calculation of weighted average stock price	30 days
Stock price notification period	3 days
Common Stock Price Exceeds Tranche 2 Trigger For At Least Twenty Out Of Thirty Consecutive Trading Days [Member]
Class of Warrant or Right [Line Items]
Trading price of the warrants at Year End used to FV the warrants		$ 16.50
Common Stock Price Exceeds Trigger For At Least Twenty Out Of Thirty Consecutive Trading Days [Member]
Class of Warrant or Right [Line Items]
Trading price of the warrants at Year End used to FV the warrants		12.50
Private Warrant
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)	$ 11.50
Number of warrants outstanding	8,693,333
Warrants freeze period	30 days
Warrant liability	$ 30,000
Unrealized gain recognized	$ 8,900
Private Warrant | Minimum
Class of Warrant or Right [Line Items]
Trading price of the warrants at Year End used to FV the warrants	$ 10
Public Warrant
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)	$ 11.50
Expiry period	5 years
Number of warrants outstanding	11,039,957
Trading price of the warrants at Year End used to FV the warrants	$ 1.07	$ 1.52
Public Warrant | Common Stock Price Exceeds Trigger [Member]
Class of Warrant or Right [Line Items]
Trading price of the warrants at Year End used to FV the warrants	18
Redemption price per warrant	$ 0.01
Notice period for redemption	30 days
Public Warrant | Common Stock Price Exceeds Trigger [Member] | Minimum
Class of Warrant or Right [Line Items]
Trading price of the warrants at Year End used to FV the warrants	$ 18
Public Warrant | Class A Common Stock Price Exceeds Trigger [Member]
Class of Warrant or Right [Line Items]
Trading price of the warrants at Year End used to FV the warrants	10
Redemption price per warrant	$ 0.10
Period prior to redemption notification at which trading period ends	10 days
Stock price notification period	1 day
Number of shares per warrant	0.361
Public Warrant | Class A Common Stock Price Exceeds Trigger [Member] | Minimum
Class of Warrant or Right [Line Items]
Notice period for redemption	30 days
Public Warrant | Class A Common Stock Price Exceeds Trigger [Member] | Maximum
Class of Warrant or Right [Line Items]
Redemption price per warrant	$ 18

WARRANTS - Valuation (Details)

WARRANTS - Valuation (Details) $ in Millions	Dec. 31, 2021USD ($)
Private Warrant
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value	$ 21.1

STOCKHOLDERS EQUITY (Details)

STOCKHOLDERS EQUITY (Details) $ / shares in Units, $ in Thousands	Dec. 17, 2021USD ($)$ / sharesshares	Dec. 31, 2021USD ($)Vote$ / sharesshares	Dec. 31, 2020$ / sharesshares
Class of Stock [Line Items]
Preferred stock, shares authorized		2,000,000	2,000,000
Par value per preferred stock (in dollars per share) | $ / shares		$ 0.0001	$ 0.0001
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
Common stock, shares authorized		1,250,000,000	1,250,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Number of votes per common share | Vote		1
Common stock, shares issued	487,632,615	537,632,615	324,237,896
Number of Earn-Out Shares issued	35,000,000
Earn-Out shares liability | $	$ 240,100	$ 153,041
Maximum
Class of Stock [Line Items]
Number of Earn-Out Shares issued	50,000,000
Tranche 1
Class of Stock [Line Items]
Number of Earn-Out Shares issued	15,000,000
Liability for Earn-Out Shares
Class of Stock [Line Items]
Number of Earn-Out Shares issued		50,000,000
Founders, employees and advisors
Class of Stock [Line Items]
Common stock, shares issued		40,674,552

STOCKHOLDERS EQUITY - Shares re

STOCKHOLDERS EQUITY - Shares reserved for issuance (Details) - shares	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Common stock reserved	105,587,420	318,920,020
Employee Stock Purchase Plan 2021
Class of Stock [Line Items]
Common stock reserved	4,876,326
Potential conversion of convertible preferred stock
Class of Stock [Line Items]
Common stock reserved		277,968,597
Potential exercise of stock options
Class of Stock [Line Items]
Common stock reserved	21,624,447	5,787,185
Potential redemption of public warrants in satisfaction of derivative liability
Class of Stock [Line Items]
Common stock reserved	11,039,957
Potential redemption of private warrants in satisfaction of derivative liability
Class of Stock [Line Items]
Common stock reserved	8,693,333
Potential share-based compensation | Stock Option and Grant Plan 2019
Class of Stock [Line Items]
Common stock reserved		35,164,238
Potential share-based compensation | Option Grant and Incentive Plan 2021
Class of Stock [Line Items]
Common stock reserved	59,353,357
Potential share-based compensation | Employee Stock Purchase Plan 2021
Class of Stock [Line Items]
Common stock reserved	4,876,326

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details) - shares	1 Months Ended	12 Months Ended
	Nov. 30, 2020	Dec. 31, 2021	Dec. 17, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares issued		537,632,615	487,632,615	324,237,896
Minimum annual increase in the number of reserved shares		105,587,420		318,920,020
Stock Option and Grant Plan 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized		24,512,391
Number of additional shares authorized	19,691,304
Maximum option exercise price, as percentage of market value		100.00%
Award expiration period		10 years
Award vesting period		4 years
Granted (in shares)		17,398,882
Stock Option and Restricted Stock Plan 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued in period		29,165,789
Option Grant and Incentive Plan 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized		59,353,357
Maximum option exercise price, as percentage of market value		100.00%
Award expiration period		10 years
Award vesting period		4 years
Annual increase in shares authorized, as a percentage of shares outstanding		5.00%
Number of shares available for future grant		59,353,357
Employee Stock Purchase Plan 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized		4,876,326
Minimum annual increase in the number of reserved shares		4,876,326
Annual increase in shares authorized, as a percentage of shares outstanding		1.00%
Granted (in shares)		0

STOCK-BASED COMPENSATION - Comp

STOCK-BASED COMPENSATION - Compensation expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 26,226	$ 346
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	5,393	99
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 20,833	$ 247

STOCK-BASED COMPENSATION - Opti

STOCK-BASED COMPENSATION - Options activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Stock Option and Grant Plan 2019
Options
Outstanding at beginning of period (in shares)	5,787,185
Granted (in shares)	17,398,882
Exercised (in shares)	(511,873)
Cancelled/forfeited (in shares)	(1,049,747)
Outstanding at end of period (in shares)	21,624,447	5,787,185
Vested (in shares)	2,340,128
Vested and expected to vest (in shares)	21,624,447
Weighted-Average Exercise Price
Outstanding at beginning of period (in dollars per share)	$ 0.88
Granted (in dollars per share)	4.07
Exercised (in dollars per share)	0.65
Cancelled/forfeited (in dollars per share)	2.27
Outstanding at end of period (in dollars per share)	3.39	$ 0.88
Vested (in dollars per share)	1.80
Vested and expected to vest (in dollars per share)	$ 3.39
Contractual Term and Aggregate Intrinsic Value
Weighted average contractual term (in years)	9 years 2 months 19 days	9 years 8 months 15 days
Vested, weighted average contractual term (in years)	8 years 10 months 6 days
Vested and expected to vest, weighted average contractual term (in years)	9 years 2 months 19 days
Aggregate intrinsic value	$ 82,038	$ 7,680
Vested, aggregate intrinsic value	11,942
Vested and expected to vest, aggregate intrinsic value	$ 82,038
Employee Stock Purchase Plan 2021
Options
Granted (in shares)	0

STOCK-BASED COMPENSATION - Op_2

STOCK-BASED COMPENSATION - Options valuation (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Valuation assumptions
Dividend yield	0.00%
Stock options
Valuation assumptions
Risk-free interest rate	0.93%	0.42%
Volatility	64.00%	66.00%
Dividend yield	0.00%	0.00%
Expected term	6 years 10 days	6 years 7 days

STOCK-BASED COMPENSATION - Op_3

STOCK-BASED COMPENSATION - Options additional information (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Contractual Term and Aggregate Intrinsic Value
Stock-based compensation expense	$ 26,226	$ 346
Allocated share based compensation related to modification of vesting and exercise terms	$ 200
Stock Option and Grant Plan 2019
Contractual Term and Aggregate Intrinsic Value
Granted (in shares)	17,398,882
Stock options
Contractual Term and Aggregate Intrinsic Value
Stock-based compensation expense	$ 7,200	$ 200
Options granted, weighted average grant date fair value	$ 2.61	$ 0.46
Options vested in period, fair value	$ 3,000	$ 31,400
Options exercised, aggregate intrinsic value	4,200	$ 0
Options, unrecognized compensation cost	$ 40,900
Period for recognition (in years)	3 years 3 months 18 days
Stock Options Vesting Based On Performance [Member]
Contractual Term and Aggregate Intrinsic Value
Options granted, fair value	$ 900
Options, unrecognized compensation cost	$ 800
Stock Options Vesting Based On Performance [Member] | Share-based Payment Arrangement, Employee [Member] | Stock Option and Grant Plan 2019
Contractual Term and Aggregate Intrinsic Value
Granted (in shares)	360,524

STOCK-BASED COMPENSATION - Rest

STOCK-BASED COMPENSATION - Restricted stock (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	Jan. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 17, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued to date		537,632,615	324,237,896	487,632,615
Founders, employees and advisors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued to date		40,674,552
Restricted stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares affected by modification in granted	27,274,500
Incremental cost of modification			$ 0
Number of Shares
Outstanding at beginning of period (in shares)		25,942,576
Granted (in shares)		2,351,250
Forfeited (in shares)		(421,868)
Vested (in shares)		(9,608,840)
Outstanding at end of period (in shares)		18,263,118	25,942,576
Weighted-Average Grant Date Fair Value
Outstanding at beginning of period (in dollars per share)		$ 0.01
Granted (in dollars per share)		2.06
Vested (in dollars per share)		0
Forfeited (in dollars per share)		0.16
Outstanding at end of period (in dollars per share)		$ 0.22	$ 0.01

STOCK-BASED COMPENSATION - Re_2

STOCK-BASED COMPENSATION - Restricted stock, additional information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021USD ($)shares
Restricted stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Trading period for vesting determination	60 days
Granted (in shares)	2,351,250
Unrecognized compensation cost | $	$ 2.2
Period for recognition (in years)	3 years 1 month 6 days
Restricted stock | Strategic partner
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued	627,000
Restricted stock | Founders, employees and advisors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued	34,865,902
Restricted stock | Stock Option and Grant Plan 2019 | Employees and advisors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued	5,603,522
Restricted Stock Vesting Based On Performance [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of shares issued | $	$ 1.4
Restricted Stock Vesting Based On Performance [Member] | Share-based Payment Arrangement, Employee [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	783,750
Restricted Stock Vesting Based On Stock Price [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued	627,000

STOCK-BASED COMPENSATION - Earn

STOCK-BASED COMPENSATION - Earn-Out Shares (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of Earn-Out Shares	$ 43,400
Weighted-Average Grant Date Fair Value
Stock-based compensation expense	$ 26,226	$ 346
Earn-Out Shares
Number of Shares
Granted (in shares)	7,653,215
Outstanding at end of period (in shares)	7,653,215
Weighted-Average Grant Date Fair Value
Granted (in dollars per share)	$ 5.67
Outstanding at end of period (in dollars per share)	$ 5.67
Stock-based compensation expense	$ 16,700
Unrecognized compensation cost	$ 26,700
Period for recognition (in years)	1 year 4 months 24 days

LICENSE AGREEMENTS AND DISCOV_2

LICENSE AGREEMENTS AND DISCOVERY COLLABORATIONS (Details) - USD ($) $ in Thousands	Oct. 26, 2020	Jul. 22, 2020	Dec. 31, 2021	Dec. 31, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Research and Development Expense			$ 118,109	$ 224,391
Agreement funded based on Developmental criteria
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payment amount			4,500
Prepaid expenses and other current assets
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment amount			13,100
Other non-current assets
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment amount			12,200
Agreement for development of Aumolertinib
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment amount		$ 25,000
Duration of royalty period		11 years
Termination notice period		180 days
Agreement for development of Aumolertinib | Agreement funded based on Developmental and Regulatory criteria
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payment amount		$ 55,000
Agreement for development of Aumolertinib | Agreement funded based on Developmental criteria
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment amount				25,000
Agreement for development of Aumolertinib | Agreement funded based on Sales criteria
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payment amount		350,000
Agreement for development of Aumolertinib | Maximum | Agreement funded based on Developmental and Regulatory criteria
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payment amount		90,000
Agreement for development of Aumolertinib | Maximum | Agreement funded based on Sales criteria
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payment amount		$ 420,000
Agreement for development of Sugemalimab and Eq176 | Agreement funded based on Developmental criteria
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment amount				$ 150,000
Agreement for development of Sugemalimab and Eq176 | Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payment amount	$ 107,500
Agreement for development of Sugemalimab and Eq176 | Maximum | Agreement funded based on Sales criteria
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payment amount	565,000
Agreement for development of Sugemalimab
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment amount	150,000
Agreement for development of Sugemalimab | Agreement funded based on Developmental and Regulatory criteria
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment amount	$ 10,000
Agreement for development of Nofazinlimab
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Duration of royalty period	11 years
Agreement for development of Nofazinlimab | Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payment amount	$ 75,000
Agreement for development of Nofazinlimab | Maximum | Agreement funded based on Sales criteria
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payment amount	$ 405,000
License Agreements
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Non-creditable payment			31,500
License Agreements | Maximum | Agreement funded based on Developmental criteria
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payment amount			108,000
License Agreements | Maximum | Agreement funded based on Regulatory criteria
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payment amount			243,000
License Agreements | Maximum | Agreement funded based on Sales criteria
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payment amount			1,000,000
Discovery collaborative agreements
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment amount			$ 27,500

COMMITMENT AND CONTINGENCIES (D

COMMITMENT AND CONTINGENCIES (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021USD ($)	Dec. 31, 2020USD ($)	Dec. 31, 2019USD ($)ft²
Lessee, Lease, Description [Line Items]
Office space under lease | ft²			33,529
Initial annual base rent			$ 2,500
Annual base rent for last twelve month period			2,700
Operating Lease, Expense	$ 481	$ 222
Operating Lease, Leasehold Improvements Allowance		1,000
Improvement allowance utilized	1,000
Letter of credit provided against lease cost		600	800
Proceeds from Issuance of Convertible Preferred Stock	71,256	714,534
Total lease cost	3,414	3,258
Cash payments	$ 3,900	3,000
Operating Lease, Weighted Average Remaining Lease Term	1 year 1 month 6 days
Weighted average discount rate	9.00%
Lease payments
2022	$ 3,255
2023	272
Total lease payments	3,527
Less: Imputed interest	(153)
Total future minimum lease obligations (lease liability)	3,374
Maximum
Lessee, Lease, Description [Line Items]
Operating Lease, Leasehold Improvements Allowance			$ 1,000
Series A Preferred Stock | Minimum
Lessee, Lease, Description [Line Items]
Value of shares		100,000
Research and development
Lessee, Lease, Description [Line Items]
Operating Lease, Cost	1,255	939
Variable Lease, Cost	387	240
General and administrative
Lessee, Lease, Description [Line Items]
Operating Lease, Cost	1,353	1,669
Variable Lease, Cost	$ 419	410
Property and equipment
Lessee, Lease, Description [Line Items]
Operating Lease, Leasehold Improvements Allowance		$ 1,000

INCOME TAXES - Expense, Rate re

INCOME TAXES - Expense, Rate reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
INCOME TAXES
Provision for income taxes	$ 0	$ 0
Effective income tax rate
Profit before tax at federal statutory rate	21.00%	21.00%
State tax benefit, net of federal effects	8.90%	5.40%
Research and development credits	2.50%	0.20%
Unrealized gains/losses	20.10%
Other	(4.20%)	0.00%
Change in valuation allowance	(48.30%)	(26.60%)
Effective income tax rate	0.00%	0.00%
Loss from continuing operations before income taxes
Domestic	$ (100,076)	$ (249,983)
Foreign	67
Total	$ (100,009)	$ (249,983)

INCOME TAXES - Deferred tax ass

INCOME TAXES - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Net deferred tax assets
Net operating loss carryforwards	$ 61,805	$ 18,643
Intangible assets	46,284	47,936
Operating lease liability	878	1,345
Research and development tax credits	2,881	657
Convertible note	391	397
Other	7,432	66
Total gross deferred tax assets	119,671	69,044
Valuation allowance	(118,459)	(67,758)
Net deferred tax assets	1,212	1,286
Fixed assets	(516)
Operating lease asset	(696)	(1,286)
Total deferred tax liability	(1,212)	(1,286)
Net deferred tax asset (liability)	$ 0	$ 0

INCOME TAXES - NOLs (Details)

INCOME TAXES - NOLs (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Accrued interest or penalties	$ 0	$ 0
Research Tax Credit Carryforward [Member]
Operating Loss Carryforwards [Line Items]
Tax credit carryforward	2.5	0.6
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	225	71
Domestic Tax Authority [Member] | Research Tax Credit Carryforward [Member]
Operating Loss Carryforwards [Line Items]
Tax credit carryforward	0.5
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 184.9	59.3
State and Local Jurisdiction [Member] | Research Tax Credit Carryforward [Member]
Operating Loss Carryforwards [Line Items]
Tax credit carryforward		$ 0.1

EMPLOYEE BENEFITS (Details)

EMPLOYEE BENEFITS (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
EMPLOYEE BENEFITS
Employer contribution	$ 1	$ 0.3

NET LOSS PER SHARE (Details)

NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
NET LOSS PER SHARE
Loss attributable to common stockholders - basic	$ (100,009)	$ (249,983)
Loss attributable to common stockholders - diluted	(100,009)	(249,983)
Net loss	$ (100,009)	$ (249,983)
Weighted average common shares outstanding - basic (in shares)	324,008,969	137,824,126
Weighted average common shares outstanding - diluted (in shares)	324,008,969	137,824,126
Net loss per share - basic (in dollars per share)	$ (0.31)	$ (1.81)
Net loss per share - diluted (in dollars per share)	$ (0.31)	$ (1.81)

NET LOSS PER SHARE - Dilutive s

NET LOSS PER SHARE - Dilutive securities (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities		277,968,597
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	19,733,290
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	21,624,447
Earn-Out Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	50,000,000
Restricted stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	18,263,118	25,942,576