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Business Combinations (Tables)
12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Schedule Of Reverse Recapitalization
The following table details the number of shares of Common Stock issued immediately following the consummation of the SPAC Merger:
Shares
CMLS II Class A common stock, outstanding prior to SPAC Merger27,600,000 
Less: CMLS II Redemption shares(809,850)
Class A common stock of CMLS II, net of redemptions26,790,150 
Conversion of CMLS II Founder Shares for Common Stock6,900,000 
Shares issued pursuant to PIPE Investment36,500,000 
Conversion of Old SomaLogic shares for Common Stock (1)
110,973,213 
Total shares of SomaLogic Common Stock, immediately after SPAC Merger181,163,363 
(1) The number of Old SomaLogic shares was determined as the 75,404,883 shares of Old SomaLogic Class B common stock and 31,485,973 shares of Old SomaLogic redeemable convertible preferred stock (assuming deemed conversion to Old SomaLogic Class B common stock) outstanding immediately prior to the closing of the SPAC Merger multiplied by the Exchange Ratio of 0.8381.
Schedule of Consideration Transferred
The following table summarizes the fair value of consideration transferred to acquire Palamedrix:
(in thousands)
Cash$15,778 
Common Stock11,832 
Contingent consideration1,448 
Fair value of replaced Palamedrix equity awards relating to pre-combination service625 
Total consideration transferred$29,683 
Schedule of Assets Acquired and Liabilities
The following table represents the preliminary allocation of consideration transferred to the identifiable assets acquired and the liabilities assumed based on the fair values as of August 31, 2022:
(in thousands)
Cash and cash equivalents$2,521 
Prepaid expenses and other current assets251 
Property and equipment1,246 
Intangible assets16,700 
Other long-term assets1,289 
Accounts payable(68)
Accrued liabilities(81)
Other current liabilities(634)
Deferred income taxes, net(1,390)
Other long-term liabilities(550)
Net identifiable assets acquired19,284 
Goodwill10,399 
Total consideration transferred$29,683 
Schedule of Pro Forma Information
The following supplemental pro forma information has been prepared as if the Palamedrix acquisition had occurred on January 1, 2021 and is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved as if the acquisition had taken place as of January 1, 2021.
Pro forma year ended
(in thousands)
December 31, 2022
(Unaudited)
December 31, 2021
(Unaudited)
Net loss$(111,077)$(100,837)
These pro forma adjustments primarily include the following:
Pro forma year ended
(in thousands)
December 31, 2022
(Unaudited)
December 31, 2021
(Unaudited)
Increase (decrease) to net loss to adjust for transaction costs$4,877 $(4,877)
Increase (decrease) to net loss to reflect income tax benefit from the release of a portion of the valuation allowance(622)622 
Increase (decrease) to net loss to adjust for compensation expense associated with replacement awards62 (3,161)