0001847903-23-000063 | 10-K | XBRL Viewer | Centessa Pharmaceuticals PLC

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Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2022	Mar. 15, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Entity Transition Report	false
Entity File Number	001-04321
Entity Registrant Name	CENTESSA PHARMACEUTICALS PLC
Entity Incorporation, State or Country Code	X0
Entity Tax Identification Number	98-1612294
Entity Address, Address Line One	3rd Floor
Entity Address, Address Line Two	1 Ashley Road
Entity Address, Address Line Three	Altrincham
Entity Address, City or Town	Cheshire
Entity Address, Postal Zip Code	WA14 2DT
Entity Address, Country	GB
Country Region	+44
City Area Code	203
Local Phone Number	9206789
Extension	9999
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 Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 241,465,000
Entity Common Stock, Shares Outstanding		94,961,169
Entity Central Index Key	0001847903
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Ordinary shares
Document Information [Line Items]
Title of 12(b) Security	Ordinary shares, nominal value £0.002 per share
Trading Symbol	CNTA
Security Exchange Name	NASDAQ
American Depositary Shares
Document Information [Line Items]
Title of 12(b) Security	American Depositary Shares, each representing one ordinary share, nominal value £0.002 per share
Trading Symbol	CNTA
Security Exchange Name	NASDAQ

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Name	KPMG LLP
Auditor Location	Boston, MA
Auditor Firm ID	185

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 393,644	$ 595,082
Tax incentive receivable	24,166	15,392
Prepaid expenses and other current assets	19,937	18,300
Total current assets	437,747	628,774
Property and equipment, net	1,168	162
Other non-current assets	5,392	699
Total assets	444,307	629,635
Current liabilities:
Accounts payable	13,836	8,065
Accrued expenses and other current liabilities	24,502	16,573
Total current liabilities	38,338	24,638
Long term debt	69,800	75,700
Contingent value rights	0	37,700
Other non-current liabilities	0	43
Total liabilities	108,138	138,081
Commitments and contingencies (Note 7)
Shareholders’ equity
Ordinary shares: £0.002 nominal value: 152,500,000 shares authorized; 94,843,391 shares issued and outstanding at December 31, 2022; 89,988,228 shares issued and outstanding at December 31, 2021	265	252
Additional paid-in capital	939,261	876,267
Accumulated other comprehensive (loss) income	(1,497)	688
Accumulated deficit	(601,860)	(385,653)
Total shareholders’ equity	336,169	491,554
Total liabilities and shareholders’ equity	$ 444,307	$ 629,635

Consolidated Balance Sheets (Parenthetical) - £ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock, nominal value (in pound sterling per share)	£ 0.002	£ 0.002
Common stock, shares authorized (in shares)	152,500,000	152,500,000
Common stock, shares issued (in shares)	94,843,391	89,988,228
Common Stock, shares outstanding (in shares)	94,843,391	89,988,228

Consolidated and Combined Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Jan. 29, 2021	Dec. 31, 2021	Dec. 31, 2022
Operating expenses:
Research and development	$ 662	$ 95,660	$ 155,083
General and administrative	121	42,888	55,200
Change in fair value of contingent value rights	0	15,082	1,980
Acquired in-process research and development	0	220,454	0
Loss from operations	(783)	(374,084)	(212,263)
Interest expense, net	(9)	(1,172)	(7,033)
Amortization of debt discount	(37)	0	0
Debt issuance costs	0	(1,331)	0
Other income (expense), net	0	(4,370)	2,342
Loss before income taxes	(829)	(380,957)	(216,954)
Income tax (benefit) expense	0	114	(747)
Net loss	(829)	(381,071)	(216,207)
Other comprehensive (loss) income:
Foreign currency translation adjustments	107	778	(2,185)
Total comprehensive loss	$ (722)	$ (380,293)	$ (218,392)
Net loss per ordinary share - basic (in dollars per share)		$ (5.07)	$ (2.31)
Net loss per ordinary share - diluted (in dollars per share)		$ (5.07)	$ (2.31)
Weighted average ordinary shares outstanding - basic (in shares)		75,166,456	93,400,513
Weighted average ordinary shares outstanding - diluted (in shares)		75,166,456	93,400,513

Consolidated Statement of Shareholders' Equity - USD ($) $ in Thousands	Total	IPO	Series A preferred	Series A preferred Series A preferred	Ordinary shares	Ordinary shares IPO	Additional paid-in capital	Additional paid-in capital IPO	Accumulated other comprehensive (loss) income	Accumulated deficit
Preferred stock, beginning balance (in shares) at Jan. 29, 2021				0
Beginning balance at Jan. 29, 2021	$ (4,651)			$ 0	$ 21		$ 0		$ (90)	$ (4,582)
Ordinary shares, beginning balance (in shares) at Jan. 29, 2021					7,500,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued (in shares)				22,272,721		18,975,000
Shares issued		$ 344,136	$ 241,597	$ 241,597		$ 54		$ 344,082
Issuance of Series A convertible preferred shares upon conversion of debt (in shares)				568,181
Issuance of Series A convertible preferred shares upon conversion of debt	6,250			$ 6,250
Acquisition of Centessa Subsidiaries (in shares)					40,308,079
Acquisition of Centessa Subsidiaries, net	262,686				$ 111		262,575
Forgiveness of convertible term loan	6,199						6,199
Conversion of Series A convertible preferred shares into ordinary shares (in shares)				(22,840,902)	22,840,902
Conversion of Series A convertible preferred shares into ordinary shares	0			$ (247,847)	$ 65		247,782
Stock option exercises (in shares)					133,389
Stock option exercises	779						779
Share-based compensation expense	14,851						14,851
Vesting of ordinary shares (in shares)					230,858
Vesting of ordinary shares	0				$ 1		(1)
Foreign currency translation adjustments	778								778
Net loss	(381,071)									(381,071)
Preferred stock, ending balance (in shares) at Dec. 31, 2021				0
Ending balance at Dec. 31, 2021	$ 491,554			$ 0	$ 252		876,267		688	(385,653)
Ordinary shares, ending balance (in shares) at Dec. 31, 2021	89,988,228				89,988,228
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued (in shares)					3,938,423
Shares issued	$ 37,748				$ 10		37,738
Stock option exercises (in shares)	205,107				205,107
Stock option exercises	$ 799				$ 1		798
Share-based compensation expense	24,965						24,965
Vesting of ordinary shares (in shares)					853,013
Vesting of ordinary shares	0				$ 2		(2)
Shares withheld to pay employee withholding tax on share based compensation (in shares)					(141,380)
Shares withheld to pay employee withholding tax on share based compensation	(505)						(505)
Foreign currency translation adjustments	(2,185)								(2,185)
Net loss	(216,207)									(216,207)
Ending balance at Dec. 31, 2022	$ 336,169				$ 265		$ 939,261		$ (1,497)	$ (601,860)
Ordinary shares, ending balance (in shares) at Dec. 31, 2022	94,843,391				94,843,391

Consolidated Statement of Shareholders' Equity (Parenthetical) $ in Millions	11 Months Ended
	Dec. 31, 2021 USD ($)
IPO
Debt issuance costs	$ 8.8
Series A preferred
Debt issuance costs	$ 3.4

Combined Statements of Convertible Preferred Shares and Combined Deficit - USD ($) $ in Thousands	1 Months Ended	11 Months Ended
	Jan. 29, 2021	Dec. 31, 2021
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Combined deficit, beginning balance	$ (22,423)	$ (23,145)
Foreign currency translation adjustments	107	778
Net loss	(829)	$ (381,071)
Combined deficit, ending balance	$ (23,145)
Preferred Stock \| Series A preferred
Increase (Decrease) in Temporary Equity [Roll Forward]
Temporary equity, beginning balance (in shares)	4,337,282	4,337,282
Temporary equity, beginning balance	$ 13,329	$ 13,329
Temporary equity, ending balance (in shares)	4,337,282
Temporary equity, ending balance	$ 13,329
Preferred Stock \| Series B preferred
Increase (Decrease) in Temporary Equity [Roll Forward]
Temporary equity, beginning balance (in shares)	1,111,923	1,111,923
Temporary equity, beginning balance	$ 10,840	$ 10,840
Temporary equity, ending balance (in shares)	1,111,923
Temporary equity, ending balance	$ 10,840
Preferred Stock \| Series Seed preferred
Increase (Decrease) in Temporary Equity [Roll Forward]
Temporary equity, beginning balance (in shares)	1,100,000	1,100,000
Temporary equity, beginning balance	$ 1,352	$ 1,352
Temporary equity, ending balance (in shares)	1,100,000
Temporary equity, ending balance	$ 1,352

Consolidated and Combined Statements of Cash Flows - USD ($) $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Jan. 29, 2021	Dec. 31, 2021	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (829)		$ (216,207)
Adjustments to reconcile net loss to net cash used in operating activities:
Acquired in-process research and development	0	$ 220,454	0
Share-based compensation expense	0	14,851	24,965
Depreciation and amortization	0	34	131
Change in fair value of financial instruments	0	15,782	(3,920)
Deferred tax			(2,857)
Changes in operating assets and liabilities:
Tax incentive receivable	74	(6,796)	(11,711)
Prepaid expenses and other assets	681	(16,164)	(3,732)
Accounts payable	(358)	4,157	6,351
Accrued expenses and other liabilities	(589)	12,968	6,261
Other, net	(28)	676	173
Net cash used in operating activities	(1,049)	(135,109)	(200,546)
Cash flows from investing activities:
Cash acquired upon acquisition of Centessa Subsidiaries, net of cash paid	0	63,442	0
Purchase of property and equipment	0	(186)	(1,137)
Other, net	0	0	206
Net cash (used in) provided by investing activities	0	63,256	(931)
Cash flows from financing activities:
Proceeds from the sale of convertible preferred shares, net of issuance costs	0	241,597	0
Proceeds from the sale of ordinary shares in connection with initial public offering, net of issuance costs paid in cash	0	344,136	0
Proceeds from issuance of debt, net of issuance costs	0	73,930	0
Proceeds from option exercises	0	779	718
Other, net	0	(295)	(261)
Net cash provided by financing activities	0	660,147	457
Effect of exchange rate on cash and cash equivalents	80	1,822	(418)
Net (decrease) increase in cash and cash equivalents	(969)	590,116	(201,438)
Cash and cash equivalents at beginning of period	7,227	4,966	595,082
Cash and cash equivalents at end of period	6,258	595,082	393,644
Supplemental disclosure:
Interest paid	0	1,483	7,277
Income taxes paid	0	0	1,299
Non-cash investing and financing activities:
Issuance of ordinary shares to settle outstanding contingent value rights	0	0	39,680
Issuance of ordinary shares upon acquisition of Centessa Subsidiaries	0	262,698	0
Issuance of contingent value rights upon acquisition of Centessa Subsidiaries	0	22,618	0
Issuance of Series A convertible preferred shares	0	6,250	0
Forgiveness of convertible term loan	0	6,199	0
Other, net	$ 0	$ (295)	$ (261)

Organization and Description of Business	12 Months Ended
Organization and Description of Business	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business Centessa Pharmaceuticals plc (“Centessa” or “the Company”) is a clinical-stage pharmaceutical company that aims to discover, develop and ultimately deliver medicines that are transformational for patients. Centessa was incorporated on October 26, 2020 as a limited liability company under the laws of England and Wales. In connection with the IPO, we re-registered Centessa Pharmaceuticals Limited as an English public limited company and renamed it as Centessa Pharmaceuticals plc. In January 2021, the management and equity holders of ApcinteX Limited, Capella Biosciences Limited, Inexia Limited, Janpix Limited, LockBody Therapeutics Ltd, Morphogen-IX Limited, Orexia Limited, Palladio Biosciences, Inc., PearlRiver Bio GmbH, Pega-One S.A.S., and Z Factor Limited (together, the “Centessa Subsidiaries”), contributed the Centessa Subsidiaries to Centessa, in a share for share exchange, after which these companies became wholly-owned subsidiaries of Centessa. As the Company had no significant operations prior to the contribution of the Centessa Subsidiaries, and the registrant was required to present two years of historical financial statements in its prospectus filed with the SEC on June 2, 2021, the Company’s management (“Management”) sought to identify a predecessor, for which it could include audited historical financial statements, to satisfy the filing requirement. As such, Management sought to identify the predecessor from the population of portfolio companies, which would represent a sizable portion of the historical results of the entities later contributed to Centessa. Entities affiliated with Medicxi manage multiple investment funds, including – Medicxi Ventures I LP, Medicxi Growth I LP, and Medicxi Secondary I LP. In addition, entities affiliated with Medicxi act as sub advisors to Index Ventures Life VI (Jersey) Limited which advises the managing general partner of Index Ventures Life VI (Jersey), L.P. (all funds collectively are referred to as the “Funds”). Management determined the companies owned by Index Ventures Life VI (Jersey), LP individually represent some of the earliest investments by the Funds. These companies (together, the “Centessa Predecessor Group” or the “Group”) are: •Z Factor Limited (“Z Factor”) •LockBody Therapeutics Ltd (“LockBody”) •Morphogen-IX Limited (“Morphogen-IX”) As the above entities that comprise the Centessa Predecessor Group were historically under the common control of Index Ventures Life VI (Jersey), LP, the historical financial statements of the Group for periods prior to January 30, 2021 are presented on a combined basis and are denoted as “Predecessor” within these financial statements. Subsequent to the contribution of the Centessa Subsidiaries to Centessa, the financial activities of Centessa and all Centessa Subsidiaries are being presented on a consolidated basis and are denoted as “Successor” within these financial statements. Initial Public Offering In June 2021, the Company completed an initial public offering (“IPO”) of its ordinary shares through the sale and issuance of 16,500,000 American Depositary Shares (“ADSs”), at an initial price of $20.00 per ADS. Each ADS represents one ordinary share with a nominal value of £0.002 per ordinary share. Following the close of the IPO, the underwriters fully exercised their option to purchase an additional 2,475,000 ADSs at the initial public offering price of $20.00 per ADS. The Company received aggregate net proceeds of $344.1 million in connection with the IPO and subsequent exercise of the underwriter’s options after deducting underwriting discounts, commissions and other offering expenses paid or to be paid. Risks and Liquidity The Company is subject to risks common to other life science companies in early stages of development including, but not limited to, uncertainty of product development and commercialization, lack of marketing and sales history, development by its competitors of new technological innovations, dependence on key personnel, market acceptance of products, product liability, protection of proprietary technology, ability to raise additional financing and compliance with government regulations, in the markets in which the Company is seeking approvals, including FDA regulations. If the Company does not successfully advance its programs, including the Centessa Subsidiaries’ programs, into and through human clinical trials and/or enter into collaborations for its programs and commercialize any of its product candidates, it may be unable to produce product revenue or achieve profitability. The Company has incurred losses and negative cash flows from operations since inception and the Company had an accumulated deficit of $601.9 million as of December 31, 2022. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales of the product candidates currently in development by the Centessa Subsidiaries. Substantial additional capital will be needed by the Company to fund its operations (including those of the Centessa Subsidiaries) and to develop its product candidates. In October 2021, the Company entered into a Note Purchase Agreement with Oberland Capital Management LLC (“Oberland Capital”). Under the terms of the agreement, Oberland Capital will purchase up to $300.0 million of 6-year, interest-only (initial interest rate was 8.0% per annum), senior secured notes (“the Notes”) from the Company including $75.0 million, funded on October 4, 2021, $125.0 million available through 2023 at the Company’s option, and $100.0 million available to fund Mergers and Acquisitions (“M&A”), in-licensing, or other strategic transactions, at the option of the Company and Oberland Capital (See - Note 6 "Debt"). The Company expects its existing cash and cash equivalents as of December 31, 2022 of $393.6 million will be sufficient to fund its expected operating expenses and capital expenditure requirements for at least the next 12 months from the date of issuance of these consolidated financial statements. Global Pandemic – COVID-19 On March 10, 2020, the WHO characterized the novel COVID-19 virus as a global pandemic. The Company is continuing to proactively monitor the COVID-19 global pandemic, to assess the potential impact on the business, and to seek to avoid any unnecessary potential delays to the Company’s programs. As of December 31, 2022, the clinical programs and research activities remain largely on track, with some modest delays in clinical trial enrollment rates and supply chain activities. While we are unable to fully quantify the potential effects of this pandemic on our future operations, including potential delays to our preclinical and clinical programs, management continues to evaluate and to seek to mitigate risks. The safety and well-being of employees, patients and partners remains our highest priority.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation and Consolidation/Combination

References to the combined financial statements of the Centessa Predecessor Group refer to three of the eleven direct acquired Centessa Subsidiaries that were deemed to represent the predecessor entity prior to the Company’s acquisition of the Centessa Subsidiaries in January 2021. The Centessa Predecessor Group includes the combined financial information of Z Factor, Morphogen-IX and LockBody. The successor includes the consolidated financial information of Centessa and all Centessa subsidiaries subsequent to the acquisition.

Accordingly, the accompanying consolidated and combined financial statements are presented in accordance with Securities and Exchange Commission (“SEC”) requirements for predecessor and successor financial statements, which include the financial results of both the Company and the Centessa Predecessor Group. The consolidated balance sheets present the consolidated financial position of the Company as of December 31, 2022 and December 31, 2021. The results of operations and cash flows contained in the consolidated and combined financial statements include the Company’s consolidated financial results and cash flows for the twelve months ended December 31, 2022 and for the period from January 30, 2021 through December 31, 2021; and the Centessa Predecessor Group’s combined financial results and cash flows for the period from January 1, 2021 through January 29, 2021.

The accompanying consolidated and combined financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and

Accounting Standards Updates (“ASUs”) promulgated by the Financial Accounting Standards Board (“FASB”). All intercompany accounts and transactions have been eliminated in consolidation and combination.

In the opinion of management, the accompanying consolidated and combined financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly:

•the Company’s financial position as of December 31, 2022 and December 31, 2021;

•the Company’s results of operations and cash flows for the twelve months ended December 31, 2022 and for the period from January 30, 2021 through December 31, 2021; and

•the Predecessor’s results of operations and cash flows for the period from January 1, 2021 through January 29, 2021.

Emerging Growth Company and Smaller Reporting Company

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”) enacted in April 2012. For so long as we remain an emerging growth company, we are permitted and intend to rely on certain exemptions from various public company reporting requirements, including not being required to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved.

We will remain an emerging growth company until the earlier to occur of (1) the last day of the fiscal year that is five years following the closing of our initial public offering, (2) the last day of the fiscal year in which we have total annual gross revenues of at least $1.235 billion, (3) the last day of the fiscal year in which we are deemed to be a “large accelerated filer,” under the rules of the U.S. Securities and Exchange Commission, or SEC, which means the market value of our equity securities that is held by non-affiliates exceeds $700 million as of the prior June 30th after we have been subject to the SEC’s periodic reporting requirements for at least twelve calendar months and have filed at least one annual report, and (4) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We are electing to utilize the extended transition period and, as a result, will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for emerging growth companies.

We are also a “smaller reporting company” as defined in the Securities Exchange Act of 1934 (the “Exchange Act”). Even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company” if the market value of our ordinary shares held by non-affiliates is below $250 million (or $560 million if our annual revenue is less than $100 million) as of June 30 in any given year. As a smaller reporting company, we are eligible for scaled disclosure relief from certain Regulation S-X and Regulation S-K requirements. The Company adopted the scaled disclosures in this annual report on Form 10-K.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash in readily available checking accounts, certificate of deposits and money market funds.

Segments

Operating segments are defined as components of an enterprise with separate discrete information available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. We view our operations and manage our business as one segment.

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on previously reported net loss or comprehensive loss.

Foreign Currency Translation

The Company’s financial statements are presented in U.S. dollars (“USD”), the reporting currency of the Company. The functional currency of Centessa Pharmaceuticals plc is USD and the functional currency of the Centessa Subsidiaries is their respective local currency. Income and expenses have been translated into USD at average monthly exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheets dates and equity accounts at their respective historical rates. The resulting translation gain and loss adjustments are recorded directly as a separate component of shareholders’ equity as other comprehensive (loss) income. Transactions denominated in a currency other than the functional currency are remeasured based upon the exchange rate at the date of remeasurement with the resulting gain or loss included in the accompanying consolidated and combined statements of operations and comprehensive loss within Other income (expense), net. The aggregate foreign currency transaction loss included in the Company (Successor)’s results of operations for the twelve months ended December 31, 2022 and for the period from January 30, 2021 through December 31, 2021 were $2.8 million and $3.6 million, respectively.

The functional currency of Centessa Pharmaceuticals plc had previously been British pounds (“GBP”), as Centessa Pharmaceutical plc’s primary activities during formation were mostly denominated in GBP, including related transaction costs, the acquisition of Centessa subsidiaries predominantly with operations in GBP and the issuance of shares with a GBP nominal value as consideration in the acquisition. Beginning in the second quarter of 2021, the functional currency of Centessa Pharmaceuticals plc changed from GBP to USD. The change in functional currency was the result of many factors including the completion of an IPO and receipt of proceeds in USD which resulted in USD denominated assets exceeding GBP denominated assets, the increase in the number of U.S.-based employees, and the increase in costs denominated in USD, following completion of the Company’s IPO on a U.S. stock exchange (“Nasdaq”). Given these significant changes, the Company considered the economic factors outlined in ASC 830, Foreign Currency Matters and concluded that the majority of the factors supported the use of the USD as the functional currency for Centessa Pharmaceutical plc.

The change in functional currency for Centessa Pharmaceuticals plc was applied on a prospective basis beginning in the second quarter of 2021 and translation adjustments for prior periods will continue to remain as a component of accumulated other comprehensive loss. The Company reclassified the presentation of foreign currency gains and losses recognized in the first quarter of 2021 from General & administration expense to Other income (expense), net to conform to the current period financial statement presentation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated and combined financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the consolidated and combined financial statements in the period they are determined to be necessary. Significant areas that require management’s estimates include accrued research and development expenses, the note purchase agreement, share-based compensation, contingent value rights, and, prior to the IPO, the fair value of the Company’s ordinary shares.

Property and Equipment, net

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets. Property and equipment includes computer equipment, which has a useful life of three years, as well as leasehold improvements under construction, which have useful lives of the lesser of applicable lease terms or their useful lives. The costs of maintenance and repairs are expensed as incurred. Improvements and betterment that add new functionality or extend the useful life of the asset are capitalized. Depreciation expense for the twelve months ended December 31, 2022 and for the period from January 30, 2021 through December 31, 2021 was $131 thousand and $34 thousand, respectively.

Capitalized software as a service costs representing costs incurred during the application development stage are included in “Other non-current assets” and the corresponding current portion, in “Prepaid expenses and other current assets” and is amortized using the straight line method over five years. Costs incurred during the preliminary project stage and the post-implementation-operation stage are expensed as incurred. Hosting fees associated with the hosting as a service arrangement are expensed on a straight line basis over the term of the hosting arrangement.

Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, then an impairment charge is recognized for the amount by which the carrying value of the asset exceeds the estimated fair value of the asset. As of December 31, 2022, the Company believes that no revision of the remaining useful lives or write-down of long-lived assets is required.

Fair Value Measurement

Fair value is the price that could be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value determination in accordance with applicable accounting guidance requires that a number of significant judgments be made. Additionally, fair value is used on a nonrecurring basis to evaluate assets for impairment or as required for disclosure purposes by applicable accounting guidance on disclosures about fair value of financial instruments. Depending on the nature of the assets and liabilities, various valuation techniques and assumptions are used when estimating fair value. The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, prepaid expense and accounts payable, are shown at cost, which approximates fair value due to the short-term nature of these instruments. The Company follows the provisions of FASB ASC Topic 820, Fair Value Measurement, for financial assets and liabilities measured on a recurring basis. The guidance requires fair value measurements be classified and disclosed in one of the following three categories:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liabilities.

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

Note Purchase Agreement

As described in further detail in Note 6 - "Debt", in October 2021, the Company entered into a Note Purchase Agreement (the “Notes”) with Oberland Capital Management LLC (“Oberland Capital”). Under the terms of the agreement, Oberland Capital will purchase up to $300.0 million of 6-year, interest-only (initial interest rate was 8.0% per annum), senior secured notes (the Notes) from the Company including $75.0 million, funded on October 4, 2021, $125.0 million available through 2023 at the Company’s option, and $100.0 million available to fund Mergers and Acquisitions (M&A), in-licensing, or other strategic transactions, at the option of the Company and Oberland Capital. In addition, the Company is obligated to pay a Milestone payment equal to 30% of the aggregate principal amount issued under the Notes by the Company upon regulatory approval of any drug candidate.

The Company evaluated the Notes and determined that the Notes include embedded derivatives that would otherwise require bifurcation as derivative liabilities. Neither the debt instrument nor any embedded features are required to be classified as equity. Therefore, the hybrid financial instrument comprised of the debt host and the embedded derivative liability may be accounted for under the fair value option. The Company elected to carry the Notes at fair value, and the debt instrument is outside the scope of ASC 480, Distinguishing Liabilities from Equity, and thus will be classified as a liability under ASC 470, Debt, in the Company’s financial statements. As the Company has elected to account for the Notes under the fair value option, debt issuance costs were immediately expensed.

The fair value of the Note Purchase Agreement represents the present value of estimated future payments, including interest, principal as well as estimated payments that are contingent upon the achievement of specified milestones. The fair value of the Notes is based on the cumulative probability of the various estimated payments. The fair value measurement is based on significant Level 3 unobservable inputs such as the probability of achieving the milestones, anticipated timelines, probability and timing of an early redemption of all obligations under the agreement and the discount rate. Any changes in the fair value of the liability in each reporting period are recognized in the consolidated statement of operations and comprehensive loss until it is settled.

Research and Development Expenses and Accruals

All research and development costs are expensed in the period incurred and consist primarily of salaries, payroll taxes, employee benefits, stock-based compensation charges for those individuals involved in research and development efforts, external research and development costs incurred under agreements with contract research organizations and consultants to conduct and support the Company’s ongoing clinical trials.

The Company has entered into various research and development contracts with clinical research organizations, clinical manufacturing organizations and other companies. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred. Payments made in advance of performance are reflected in the accompanying balance sheets as prepaid expenses, while payments made after performance are reflected as accrued liabilities in the accompanying balance sheets. The Company records accruals for estimated costs incurred for ongoing research and development activities. When recording accruals for ongoing research and development activities, the Company analyzes progress of the services, including the phase or completion of events, invoices received and contracted costs. Nonrefundable advance payments for goods and services, including fees for process development or manufacturing and distribution of clinical supplies that will be used in future research and development activities, are recognized as expense in the period that the related goods are consumed or services are performed.

Milestone payments within the Company (Successor)’s licensing arrangements are recognized when achievement of the milestone is deemed probable to occur. To the extent products are commercialized and future economic benefit has been established, commercial milestones that become probable are capitalized and amortized over the estimated remaining useful life of the intellectual property. Significant judgments and estimates may be made in determining the prepaid or accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates.

Research and Development Tax Incentives

The Company participates in research tax incentive programs that are granted to companies by the United Kingdom and certain European tax authorities in order to encourage them to conduct technical and scientific research. Expenditures that meet the required criteria are eligible to receive a tax credit that is reimbursed in cash. Estimates of the amount of the cash refund expected to be received are determined at each reporting period and recorded as reductions to research and development expenses. The Company recorded research and development tax incentives of $12.6 million and $13.8 million during the twelve months ended December 31, 2022 and the period from January 30, 2021 through December 31, 2021, respectively.

The Company may not be able to continue to claim the most beneficial payable research and development tax credits in the future if it ceased to qualify as a small or medium enterprise, based on size criteria concerning employee headcount, turnover and gross assets. In addition, unless its subsidiaries qualify for an exemption, there are limitations to how much tax incentive can be claimed. This limitation is calculated as the total of the Company's relevant expenditure on employees in the period, multiplied by 300%, plus £20,000.

Acquired In-Process Research and Development Expenses

Acquired in-process research and development (“IPR&D”) consists of the initial up-front payments incurred in connection with the acquisition or licensing of products or technologies in transactions that do not meet the definition of a business under FASB ASC Topic 805, Business Combinations.

Leases

On January 1, 2022, the Company adopted ASU No. 2016-02, Leases (“ASC 842”), which requires a lessee to record a right-of-use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. As of January 1, 2022, the Company was not party to any significant leases and therefore the adoption of this standard did not have a significant impact as of this adoption date. As permitted in the standards, the Company is reflecting the adoption of ASC 842 in its annual report on Form 10-K for the year ended December 31, 2022, and in interim periods within the fiscal year ended December 31, 2023.

In accordance with ASC 842, the Company assesses whether an arrangement is a lease, or contains a lease at the inception of the arrangement. When an arrangement contains a lease, the Company categorizes leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that allow us to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in “Property and equipment, net.” All other leases are categorized as operating leases.

The Company records right-of use ("ROU") assets and lease obligations for its finance and operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. As the rate implicit in the Company's leases may not be easily determinable, the Company uses its incremental borrowing rate to calculate the present value of the sum of the lease payments. Lease terms may include options to extend or terminate the lease. The Company will include such options in determining the lease term when it is reasonably certain that the Company will exercise such options. Operating and finance lease ROU assets are recognized net of any lease prepayments and incentives. The Company elected the practical expedient to not separate lease and non-lease components and, accordingly, accounts for them as a single component. Operating lease expense is recognized on a straight-line basis over the lease term. Finance lease expense is recognized based on the effective-interest method over the lease term. The Company elected not to recognize ROU assets and lease obligations for any short-term leases, which are defined as leases with an initial term of 12 months or less.

On February 7, 2022, the Company entered into a 10-year office lease (the “Boston Lease”) for its new corporate headquarters in Boston, Massachusetts. The Boston Lease contains 18,922 square feet with a fixed annual rent of approximately $1.6 million in 2023, escalating to approximately $1.9 million by Year 10. The Company may, at its discretion, extend the Boston Lease for one extension term of five years. The Company will recognize an operating lease right-of-use asset and lease liability for this facility upon lease commencement, expected in early 2023 after the construction of the leased space. The Company intends to sublet a portion of the Boston Lease after the commencement of the lease.

Collaborative Arrangements

The Company enters into collaborative arrangements to develop and commercialize intellectual property. These arrangements typically involve two (or more) parties who are active participants in the collaboration and are exposed to significant risks and rewards dependent on the commercial success of the activities. These collaborations usually involve various activities by one or more parties, including research and development, marketing and selling and distribution. Often, these collaborations require upfront, milestone and royalty or profit share payments, contingent upon the occurrence of certain future events linked to the success of the asset in development. Amounts due to collaborative partners related to development activities are generally reflected as research and development expense.

Share-Based Compensation

The Company measures share-based awards, including restricted shares, restricted stock units and stock options, at their grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the

awards. Subsequent to the IPO, the Company determines the fair value of share-based compensation awards using the market closing price of the Company’s ADSs on the date of grant. Forfeitures of stock options are recognized in the period the forfeiture occurs.

The Company uses the Black-Scholes option pricing model to value its stock option awards. The expected life of the stock options is estimated using the “simplified method,” as the Company has limited historical information from which to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. The simplified method is the midpoint between the vesting period and the contractual term of the option. For share price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of option grants. The risk-free rate is based on the U.S. Treasury yield curve commensurate with the expected life of the option. The estimated annual dividend yield is 0% because the Company has not historically paid and does not expect for the foreseeable future to pay a dividend on its ordinary shares.

Prior to its IPO in June 2021, the fair value of the Company’s ordinary shares was determined by the Company’s board of directors with assistance from management and an independent third-party valuation firm. As discussed in further detail in Note 3 - "Acquisitions and Dispositions", the estimated fair value of its ordinary shares was based on the Hybrid Method outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, (“Practice Guide”). Subjective factors considered by the Company’s board of directors and management included the addition of new executive members and the election of new independent directors to the Company’s board of directors, as well as definitive plans to undertake an IPO. The assumptions used in estimating the fair value of share-based awards represented management’s estimate and involved inherent uncertainties and the application of management’s judgment. As a result, if factors changed and management used different assumptions, share-based compensation expense would have been materially different.

Retirement Plans

The Company provided defined contribution plans to its employees beginning in 2021 and continuing in 2022. In the US, the primary plan sponsored by the Company is a safe harbor, 401k plan with a 4% employer match, no waiting period and immediate vesting on the match. In the UK, the primary plan sponsored by the Company is a money purchase plan, which requires a minimum 8% contribution, including a minimum employer contribution of 4% and employee contribution of 4% in 2022. The Company recorded charges of $0.7 million and $0.2 million under these plans during the twelve months ended December 31, 2022 and the period from January 30, 2021 through December 31, 2021, respectively.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Loss Per Ordinary Share

Basic loss per ordinary share is computed by dividing net loss by the aggregate weighted-average number of ordinary shares outstanding. Diluted loss per ordinary share includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred shares, stock options, unvested restricted ordinary shares and

convertible debt which would result in the issuance of incremental ordinary shares. For diluted net loss per ordinary share, the weighted-average number of ordinary shares is the same for basic net loss per ordinary share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive.

The following potentially dilutive securities have been excluded from the computation of diluted weighted-average ordinary shares outstanding, as they would be anti-dilutive.


	Twelve months ended December 31, 2022	Period from January 30, 2021 through December 31, 2021
Unvested ordinary shares	599,421	982,944
Restricted stock units	1,804,760	—
Stock options	14,688,996	11,730,382
	17,093,177	12,713,326

Recently Issued Accounting Pronouncements

In March 2022, the FASB issued ASU No 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging-Portfolio Layer Method. The amendments in this Update expand the current last-of-layer method of hedge accounting that permits only one hedged layer to allow multiple hedged layers of a single closed portfolio. To reflect that expansion, the last-of-layer method is renamed the portfolio layer method. This ASU is the final version of Proposed Accounting Standards Update 2021-002-Derivatives and Hedging (Topic 815): Fair Value Hedging-Portfolio Layer Method, which has been deleted. The amendments in this Update apply to all entities that elect to apply the portfolio layer method of hedge accounting in accordance with Topic 815. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted on any date on or after the issuance of this Update for any entity that has adopted the amendments in Update 2017-12 for the corresponding period. We do not have any hedging instruments that would be subject to this guidance. Therefore, we do not expect any related impact on the Company's consolidated financial statements and related disclosures.

In June 2022, the FASB issued ASU No 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in this Update affect all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction. The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2021-005-Fair Value (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which has been deleted. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. We do not have any equity securities subject to contractual sale restrictions that would be subject to this guidance. Therefore, we do not expect any related impact on the Company's consolidated and combined financial statements and related disclosures.

In September 2022, the FASB issued ASU No 2022-04, Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. Subtopic 405-50 requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The amendments in this Update require qualitative and quantitative disclosures about supplier finance programs and thereby allow financial statement users to better understand the effect of those programs on an entity’s working capital, liquidity, and cash flows. This Accounting Standard Update applies to all entities that use supplier finance programs in connection with the purchase of goods and services. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2021-007-

Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which has been deleted. We do not participate in any supplier finance programs that would be subject to this guidance. Therefore, we do not expect any related impact on the Company's consolidated financial statements and related disclosures.

Acquisitions and Dispositions

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions and Dispositions

Dispositions

In December 2022, the Company sold its wholly-owned subsidiary based in Germany, PearlRiver Bio GmbH (“PearlRiver) for a nominal amount of proceeds. In addition, as of December 31, 2022, the Company was in the process of selling Pega-One S.A.S. (“Pega-One”), a wholly owned subsidiary based in France. This sale was consummated on January 9, 2023 for a nominal amount of upfront proceeds. Both sales include future consideration if certain developmental and commercial milestones are met. The assets and liabilities of Pega-One, which were insignificant, were classified as held-for-sale as of December 31, 2022 and were included in “Prepaid expenses and other current assets” and “Accrued expenses and other current liabilities,” respectively. A loss of $0.2 million related to the dispositions, including corresponding cumulative translation adjustment balances, was recognized in “Other income (expenses), net” in the accompanying Consolidated and Combined Statements of Operations and Comprehensive Loss for the twelve months ended December 31, 2022.

Acquisition of Centessa Subsidiaries in 2021

In January 2021, the Company entered into a contribution or merger agreement with each Centessa Subsidiary whereby the Company acquired 100% of the outstanding Centessa Subsidiaries’ shares in exchange for, in aggregate, 44,758,079 ordinary shares of the Company. In addition, the Company issued certain contingent value rights to the selling shareholders of Palladio Biosciences, Inc.

As part of the acquisition, the Company issued replacement equity awards to select employees and consultants of certain Centessa Subsidiaries. The awards consisted of options and restricted shares with vesting provisions generally consistent with the original awards prior to the acquisition. The Company determined that a portion of the fair value of the replacement awards should be a component of consideration paid to acquire the Centessa Subsidiaries, with the remaining value of the award accounted for as post-combination share-based compensation expense.

The acquisition of each Centessa Subsidiary has been treated as a separate asset acquisition as the Company determined that none of the Centessa Subsidiaries meet the definition of a business due to substantially all of the fair value of each entity being concentrated in a single asset or group of assets which represent the IPR&D or the entity did not have the requisite inputs and substantive processes to be considered a business. The Company’s acquired IPR&D expense of $223.6 million, of which $3.1 million was in connection with transaction costs recognized prior to January 30, 2021, and reflects the fair value of consideration ascribed to the product candidates in each subsidiary, as the Company determined the assets had no alternative future use.

The total purchase price for the asset acquisitions was calculated as follows (amounts in thousands):


Estimated fair value of Centessa ordinary shares issued	$	261,387
Estimated fair value of replacement equity awards allocated to consideration paid	1,310
Estimated fair value of contingent value rights	22,618
Transaction costs	4,597
Total consideration given	$	289,912

The following table summarizes the assets acquired and liabilities assumed as of the acquisition date for the asset acquisitions (amounts in thousands):


Assets acquired:
Cash and cash equivalents	$	68,038
Tax incentive receivable	8,752
Prepaid expenses and other current assets	2,551
Other assets	203
In-process research and development assets	223,593
Total assets acquired	$	303,137


Liabilities assumed:
Accounts payable	$	3,607
Accrued expenses and other current liabilities	3,128
Convertible notes	6,199
Loan with related party	291
Total liabilities assumed	$	13,225
Net assets acquired	$	289,912

The Company’s determinations of the fair value of the ordinary shares were performed using methodologies, approaches and assumptions in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, (“Practice Guide”). In accordance with the Practice Guide, the Company considered the following methods for allocating the enterprise value across its classes and series of capital shares to determine the fair value of its ordinary shares at each valuation date.

•Option Pricing Method (“OPM”). The OPM estimates the value of the ordinary equity of the Company using the various inputs in the Black-Scholes option pricing model. The OPM treats the rights of the holders of ordinary shares as equivalent to that of call options on any value of the enterprise above certain break points of value based upon the liquidation preferences of the holders of the Company’s convertible preferred shares, as well as their rights to participation, and the share prices of the outstanding options. Thus, the value of the ordinary shares can be determined by estimating the value of its portion of each of these call option rights. Under this method, the ordinary shares have value only if the funds available for distribution to shareholders exceed the value of the liquidation preference at the time of a liquidity event, such as a merger or sale. Given the ordinary shares represents a non-marketable equity interest in a private enterprise, an adjustment to the preliminary value estimates had to be made to account for the lack of liquidity that a shareholder experiences. This adjustment is commonly referred to as a discount for lack of marketability (“DLOM”).

•Probability-Weighted Expected Return Method (“PWERM”). The PWERM is a scenario-based analysis that estimates the value per share based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes considered by the Company, as well as the economic and control rights of each share class.

•Hybrid Method. The Hybrid Method is a hybrid between the PWERM and OPM, estimating the probability-weighted value across multiple scenarios, but using the OPM to estimate the allocation of value within one or more of those scenarios. Weighting allocations are assigned to the OPM and PWERM methods factoring possible future liquidity events.

The Company estimated the fair value of its ordinary shares based on the Hybrid Method. Subjective factors considered by the Company’s board of directors and management included the pending addition of new executive members and the election of new independent directors to the Company’s board of directors, as well as definitive plans to undertake an IPO. There are significant judgments and estimates inherent in the determination of the fair value of ordinary shares. These judgments and estimates included assumptions regarding the Company’s future operating performance, the time to

complete an initial public offering or other liquidity event and the determination of the appropriate valuation methods. If the Company had made different assumptions, its ordinary shares could have been significantly different.

At the time of the acquisitions, all outstanding unvested share-based awards of the Centessa Predecessor Group vested immediately. The unrecognized compensation expense of $4.1 million was recognized at the time of the acquisitions.

In connection with the acquisition of the Centessa Subsidiaries, the Company issued contingent value rights (“CVR”), to former shareholders and option holders of Palladio. The CVR represented the contractual rights to receive shares valued, in aggregate, at $39.7 million upon the first patient dosed in a Phase 3 pivotal study of lixivaptan for the treatment of autosomal dominant polycystic kidney disease (“ADPKD”) in any of the United States, France, Germany, Italy, Spain, the United Kingdom and Japan (designated the ACTION Study).

The Company determined that the CVR should be accounted for as a liability in accordance with ASC 480, Distinguishing Liabilities from Equity. Accordingly, the fair value of the contingent consideration was assessed quarterly until it was ultimately settled in the first quarter of 2022. The cumulative probability of dosing the first patient in the ACTION Study was applied to the CVR payout to arrive at a fair value of $22.6 million as of the acquisition date of the Centessa Subsidiaries. Thereafter, the Company recognized a fair value adjustment (a charge of $15.1 million) in its consolidated statement of operations and comprehensive loss in 2021 and a remaining adjustment of fair value (a charge of $2.0 million) in its consolidated statement of operations and comprehensive loss in its first quarter of 2022.

Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

The following fair value hierarchy table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis (amounts in thousands):


	Fair value measurement at reporting date using
	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
December 31, 2022 (Successor)
Liabilities
Note Purchase Agreement	$	—	$	—	$	69,800


	Fair value measurement at reporting date using
	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
December 31, 2021 (Successor)
Liabilities
Note Purchase Agreement	$	—	$	—	$	75,700
Contingent Value Rights	$	—	$	—	$	37,700

The fair value of the Note Purchase Agreement represents the present value of estimated future payments, including interest, principal as well as estimated payments that are contingent upon the achievement of specified milestones. The fair value of the notes is based on the cumulative probability of the various estimated payments. The fair value measurement is based on significant Level 3 unobservable inputs such as the probability of achieving the milestones, anticipated timelines, probability and timing of an early redemption of all obligations under the agreement and discount rate. Any changes in the fair value of the liability are recognized in the consolidated statement of operations and comprehensive loss until it is settled. For the twelve months ended December 31, 2022 and the period beginning on January 30, 2021 through December 31, 2021, the Company recorded an unrealized gain of $5.9 million and an unrealized

loss of $0.7 million, respectively, for the estimated change in fair value of the Note Purchase Agreement, which were recorded in Other Income (Expense), net in the consolidated statement of operations and comprehensive loss. The unrealized gain in 2022 was largely driven by a higher discount rate due to a higher risk free rate and an increase in credit spreads in 2022.

The acquisition-date fair value of the contingent valuation rights liability represented the estimated future payments that are contingent upon the achievement of a specified development for Palladio’s product candidate. The fair value of the contingent value rights was based on the cumulative probability of achieving the specified milestone, which was expected by the first quarter of 2022. The fair value measurement at December 31, 2021 was based on significant Level 3 unobservable inputs such as the probability of achieving the milestone, anticipated timelines, and discount rate. Changes in the fair value of the liability were recognized in the statement of operations and comprehensive loss until it was settled in the first quarter of 2022.

The Centessa Predecessor Group evaluated a redemption feature within the convertible term notes and determined bifurcation of the redemption feature was required. The redemption feature was classified as a liability on the combined balance sheets prior to settlement upon completion of the acquisition of the Centessa Subsidiaries in January 2021. The derivative liability was considered a Level 3 liability because its fair value measurement was based, in part, on significant inputs not observed in the market. The fair value of the derivative was estimated primarily on the probability of the next fund raising occurring and the timing of such event.

The reconciliation of the redemption feature measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows (amounts in thousands):


	Contingent Value Rights		Note Purchase Agreement		Derivative Liability
Balance at January 1, 2021 (Predecessor)	$	—	$	—	$	913
Additions	—		—		—
Change in fair value	—		—		—
Settlements	—		—		(913)
Balance at January 29, 2021 (Predecessor)	$	—	$	—	$	—
Balance at January 30, 2021 (Successor)	$	—	$	—	$	—
Additions	22,618		75,000		—
Change in fair value	15,082		700		—
Balance at December 31, 2021 (Successor)	37,700		75,700		—
Change in fair value	1,980		(5,900)		—
Settlements	(39,680)		—		—
Balance at December 31, 2022 (Successor)	$	—	$	69,800	$	—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Balance Sheet Components

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Prepaid expenses and other current assets consist of the following (amounts in thousands):


	Successor
	December 31, 2022		December 31, 2021
Research and development costs	$	11,321	$	11,224
Insurance related costs	2,788		4,661
Value added tax receivable	2,557		1,422
Other	3,271		993
	$	19,937	$	18,300

Accrued expenses and other current liabilities consist of the following (amounts in thousands):


	Successor
	December 31, 2022		December 31, 2021
Research and development costs	$	10,795	$	9,323
Personnel related expenses	7,264		4,865
Professional fees	4,171		1,514
Income tax liability	1,582		769
Other	690		102
	$	24,502	$	16,573

Property and equipment, net consisted of the following (amounts in thousands):


	Successor
	December 31, 2022		December 31, 2021
Computer equipment	$	442	$	196
Construction in progress	890		—
Property and equipment, at cost	1,332		196
Less: Accumulated depreciation	(164)		(34)
Property and equipment, net	$	1,168	$	162

Foreign Currency Translation Adjustments consisted of the following (amounts in thousands):


	Successor
	Twelve months ended December 31, 2022		Period from January 30, 2021 through December 31, 2021
Foreign currency translation adjustments	$	(1,382)	$	778
Reclassifications to net loss	(803)		—
Foreign Currency Translation Adjustments	$	(2,185)	$	778

Debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Debt


	(Amounts in thousands)
	Successor
	December 31, 2022		December 31, 2021
Note Purchase Agreement	$	69,800	$	75,700
	$	69,800	$	75,700

Note Purchase Agreement

On October 1, 2021 (the “Signing Date”), the Company, as issuer, and certain of the Company’s wholly owned subsidiaries, as guarantors (the “Guarantors”), entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with Oberland Capital Management LLC (the “Purchasers”) and Cocoon SA LLC (the “Agent”), an affiliate of Oberland Capital Management LLC, as agent for the Purchasers.

Under the Note Purchase Agreement, since amended on February 11, 2022, the Purchasers agreed to purchase, and the Company agreed to sell, tranches of secured notes in the aggregate principal amount of up to $300,000,000 as follows: (a) a secured note in the aggregate principal amount of $75,000,000 (the “First Purchase Note”), which was funded on October 4, 2021, (b) on and after the Signing Date until September 30, 2023, at the Company’s option, a secured note in the aggregate principal amount of $75,000,000 (the “Second Purchase Note”), (c) on and after the Signing Date until December 31, 2023, at the Company’s option, a secured note in the aggregate principal amount of $50,000,000 (the “Third Purchase Note”), and (d) one or more secured notes in the aggregate principal amount of up to $100,000,000 at any time at the Company’s and Purchasers’ option, to be used to finance certain permitted acquisitions as described in the Note Purchase Agreement (the “Fourth Purchase Notes” and collectively with the First Purchase Note, the Second Purchase Note and the Third Purchase Note, the “Notes”). The obligations of the Purchasers to purchase the Notes are subject to certain conditions precedent.

The Notes will mature on the six-year anniversary of the First Purchase Date, unless earlier accelerated under the terms of the Note Purchase Agreement. At maturity, the Company must repay the outstanding principal amount of the Notes, together with any accrued and unpaid interest thereon and other outstanding obligations thereunder. Interest is payable quarterly during the term of the Notes at a rate per annum equal to the sum of (a) the greater of (i) LIBOR (which may be subject to replacement as contemplated by the Note Purchase Agreement) and (ii) 0.25% and (b) 7.75% (which percentage is subject to adjustment as described in the Note Purchase Agreement); provided that the interest rate shall never be less than 8.00%. The average interest rate over the twelve months ended December 31, 2022 was 9.6%.

The Company’s obligations under the facility are secured by a first priority security interest in all assets of the Company and Guarantors, subject to variation in accordance with local law with respect to assets held by the Company and the Guarantors outside of the United States.

Upon the first regulatory approval of any of the Company’s product candidates by either the FDA or the European Medicines Agency (“EMA”), the Company is obligated to pay the Purchasers an amount equal to 30% of the aggregate principal amount issued under the Notes by the Company (the “Milestone Payment”). The Milestone Payment shall be paid in quarterly installments over five years beginning on the earlier of (i) the date of the first commercial sale following such regulatory approval; and (ii) the six-month anniversary of such regulatory approval. The Milestone Payment is triggered one time only, and applies only to the Company’s first product to obtain regulatory approval.

The Company may redeem all, but not less than all, of the outstanding Notes (if any) and pay all other outstanding obligations under the Note Purchase Agreement. On the applicable date, the Company shall repurchase the Notes by paying an amount of up to (i) 175% of the principal amount issued under the Notes if such repurchase occurs on or prior to the third anniversary of the First Purchase Date, (ii) 185% of the principal amount issued under the Notes if such repurchase occurs between the third and sixth anniversaries of the First Purchase Date, and (iii) 205% of the principal amount issued under the Notes if such repurchase occurs thereafter, in each case less specified deductions and exclusions described in the Note Purchase Agreement, including amounts paid by the Company to the Purchasers in respect of certain asset sale or strategic transactions, the interest payments and the Milestone Payments (the “Final Payment Amount”). As of December 31, 2022, the cumulative payments under the Note Purchase Agreement, including interest payments, totaled $8.8 million.

Conversely, the Purchasers may require the Company to redeem any outstanding Notes by payment of the Final Payment Amount upon a sale, divestment or transfer of all or substantially all assets of the Company in a transaction or series of transactions or a change of control of the Company, a material breach of the Note Purchase Agreement and related transaction documents, an event of default under the Note Purchase Agreement or the tenth anniversary of the First Purchase Date (or such earlier date as described in the Note Purchase Agreement). In addition, upon certain asset sales and similar strategic transactions by the Company with respect to its own or its subsidiaries’ assets or businesses as described in the Note Purchase Agreement (other than a change of control described above), the Purchasers may require the Company to pay an amount in cash equal to up to 75% of the Net Proceeds (as defined in the Note Purchase Agreement) received from such asset sales, subject to such reduced amounts as described in the Note Purchase Agreement.

The Note Purchase Agreement contains customary affirmative and negative covenants, including with respect to notice obligations, limitations on new indebtedness, liens, investments and transactions with affiliates of the Company, restrictions on the payment of dividends, maintenance of collateral accounts, maintenance of insurance and addition of new subsidiaries as obligors. The Note Purchase Agreement also contains customary representations and warranties in favor of

the Purchasers and the Agent. The Note Purchase Agreement contains customary events of default, which may cause the obligations of the Company to be accelerated. Such events include among others, failure to make payments when due, breach of covenants, insolvency, a cross-default to other indebtedness, a judgment event of default, and delisting of the Company’s securities from Nasdaq.

On February 11, 2022, Centessa Pharmaceuticals plc, as issuer, and certain of the Company’s wholly owned subsidiaries, as guarantors (the “Guarantors”), entered into an Amendment to the Note Purchase Agreement (the “Amendment”) with Oberland Capital to modify the Note Purchase Agreement, dated as of October 1, 2021 by and among the Company, the Guarantors, the Purchaser and the Purchaser Agent.

Under the terms of the Amendment, the Company acknowledged the existence of certain Events of Default, including the delivery by the Company of a landlord consent after the required delivery date of October 31, 2021 and the entry by a subsidiary of the Company into a Research Collaboration and License Agreement without the prior consent of Purchaser Agent; as well as other non-financial, administrative-related defaults. Under the Note Purchase Agreement, Events of Default may entitle the lenders to default interest, penalties and the ability to terminate the facility and to accelerate repayment of any outstanding loans in full. Pursuant to the Amendment, the lenders agreed to waive such Events of Default.

Pursuant to the Amendment, the Purchaser and the Purchaser Agent have also agreed to waive the requirement to obtain the consent of a certain licensee and waive certain of the insurance requirements contained in the Note Purchase Agreement. The Amendment also provides that the Company is required to maintain a cash balance in an amount equal to 75% of the aggregate outstanding principal amount of all issued Notes, as defined in the Note Purchase Agreement, that have been issued on and from February 11, 2022. Also pursuant to the Amendment, the date for the Third Purchase Date, as defined in the Note Purchase Agreement, and the Commitment Termination Date were extended to December 31, 2023. The Amendment also provides that upon the sale of any of the Company’s or any of its subsidiary’s assets, if the Purchaser Agent elects to have the Company repurchase the notes, such repurchase amounts will be subject to a $100 million deductible such that the Purchaser Agent will not collect any repurchase amounts until $100 million has been received by the Company from such sale event. In addition, the reduced payment cap that is triggered by the Purchaser Agent opting into a repayment in the event of an asset sale, extends to the second loan tranche, if drawn. The effectiveness of the Amendment is subject to certain conditions precedent and conditions subsequent.

On November 7, 2022, the Company and certain of the Company’s wholly owned subsidiaries, as guarantors (the “Guarantors”), entered into an Amendment No. 2 to Note Purchase Agreement (the “Second Amendment”) with the Purchaser, and the Purchaser Agent to modify the Note Purchase Agreement.

Under the terms of the Note Purchase Agreement, the Company was required to (i) redomicile its subsidiary Pega-One out of France (such obligation, the “Subsidiary Restructuring”) or (ii) to establish a blocked deposit account in favor of the Purchaser Agent and deposit $25 million in such account. Pursuant to the Second Amendment, the Purchaser and the Purchaser Agent waived the requirements to take the actions in (i) and (ii) above, and, the Company agreed to increase the minimum cash balance required under the Note Purchase Agreement from 75% to 90% of the aggregate principal amount of all Notes. In addition, the Purchaser agent agreed that in the event the Company divests the business or assets of PearlRiver Bio GmbH, Pega-One SAS or Janpix Limited, any contingent amounts from such sales shall not be counted toward the $100 million deductible unless and until such contingent amounts are received by the Company.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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+ Details

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Commitments As of December 31, 2022, the Company had non-cancellable commitments for purchase of clinical materials, contract manufacturing, maintenance, and committed funding of up to $42.8 million, of which the Company expects to pay $36.0 million within one year and the remaining $6.8 million over one to four years. The amount and timing of these payments vary depending on the rate of progress of development. Future clinical trial expenses have not been included within the purchase commitments because they are contingent on enrollment in clinical trials and the activities required to be performed by the clinical sites. On February 7, 2022, the Company entered into a 10-year office lease for its new corporate headquarters in Boston, Massachusetts, which required the issuance of a letter of credit of $0.7 million. The fixed annual rent will be approximately $1.6 million, commencing in the first quarter of 2023 and will escalate each subsequent year to approximately $1.9 million in Year 10. The Company expects to have a right of use of the office space in early 2023. Licensing and Collaborative Arrangements The Company is party to licensing and collaboration arrangements to develop and commercialize intellectual property. In aggregate, the Company may be obligated to make up to $43.7 million and $42.0 million in related development and commercial milestone payments, respectively, predominately related to agreements with Orexia Therapeutics Limited and collaboration partners. As of December 31, 2022, the Company had no licensing and collaborative arrangement milestone obligations recorded on its balance sheet. Included in research and development expense in the Company’s consolidated statement of operations and comprehensive loss for the twelve months ended December 31, 2022 and for the period from January 30, 2021 through December 31, 2021 were aggregate incurred expenses of $2.2 million and $1.7 million, respectively, primarily reflecting the amortization of upfront costs in 2022 and 2021 as well as a payment of a developmental milestone in 2021. The Company expects that payments related to its licensing and collaboration arrangements in the next twelve months would not be material to the Company’s consolidated financial statements. Contingencies From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues a liability for such matters when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. Legal charges incurred in connection with contingencies and litigation are expensed as incurred. Litigation On September 28, 2022 (“Original Complaint”), the Company and certain of its current and former officers were named as defendants in a proposed class-action lawsuit. The complaint generally alleges that the Company violated Sections 10(b) and 20(a) and Sections 11 and 15 of the Securities Act of 1933, as amended (the “Securities Act”) by allegedly making materially false and/or misleading statements, as well as allegedly failing to disclose material adverse facts relating to the safety profile and future clinical and commercial prospects of each of its lixivaptan and ZF874 programs, which caused the Company’s securities to trade at artificially inflated prices. On February 10, 2023, an amended complaint was filed (“Amended Complaint”). A number of the complaints set forth in the Original Complaint have been abandoned including with respect to intentional fraud theory and claims pursuant to Sections 10(b) or 20(a) of the Securities Exchange Act of 1934. The only claims alleged in the Amended Complaint are violations of Sections 11 and 15 of the Securities Act based on alleged misstatements in the S-1 filed by the Company in connection with its Initial Public Offering. The complaint also abandons any claims concerning ZF874 and focuses entirely on lixivaptan. The Company believes this lawsuit is without merit and intends to defend the case vigorously. Litigation is subject to inherent uncertainty and a court could ultimately rule against the Company. In addition, the defense of litigation and related matters are costly and may divert the attention of the Company’s management and other resources that would otherwise be engaged in other activities. The Company has not recorded an estimate of the possible loss associated with this legal proceeding due to the uncertainties related to both the likelihood and the amount of any possible loss or range of loss.

Share-based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Share-based Compensation

Centessa Pharmaceuticals plc (Successor) Stock Option and Incentive Plan

In January 2021, the Company’s board of directors approved the 2021 Stock Option and Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the granting of ordinary shares, incentive stock options, non-qualified stock options, restricted share awards, and/or share appreciation rights to employees, directors, and other persons, as determined by the Company’s board of directors. The number of shares authorized under the 2021 Plan was increased in May 2021 at the time of the IPO, whereby the total number of shares authorized under the 2021 Plan was 20,026,816. Beginning on January 1, 2022 and each January 1 thereafter, the number of Shares reserved and available for issuance under the 2021 Plan shall be cumulatively increased by 5% of the number of Shares issued and outstanding on the immediately preceding

December 31, or such lesser number as the board of directors may determine. Remaining shares available for future grants as of December 31, 2022 were 6,010,683.

Share-based Compensation Expense

The Company and the Centessa Predecessor Group recorded share-based compensation expense in the following expense categories in the consolidated and combined statements of operations and comprehensive loss (amounts in thousands):


	Successor				Predecessor
	Twelve Months Ended December 31, 2022		Period from January 30, 2021 through December 31, 2021		Period from January 1, 2021 through January 29, 2021
Research and development	$	11,954	$	5,896	$	—
General and administrative	13,011		8,956		—
	$	24,965	$	14,852	$	—

Centessa Pharmaceuticals plc (Successor) Stock Options

The following table summarizes stock option activity for the period from January 1, 2022 through December 31, 2022:


	Number of Shares	Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in million)
Balance at January 1, 2022	11,730,382	$	8.07	9.2
Granted	5,553,985	8.02
Exercised	(205,107)	3.89
Forfeited	(2,390,264)	9.44
Balance at December 31, 2022	14,688,996	$	7.88	8.5	—
Exercisable at December 31, 2022	5,002,044	$	7.79	8.2	—
Vested and expected to vest at December 31, 2022	14,688,996	$	7.88	8.5	—

The weighted-average grant date fair value of options granted was $5.38 per share for the period from January 1, 2022 through December 31, 2022. The Company’s stock options vest based on the terms in each award agreement, generally over four-year periods, and have a contractual term of ten years. As of December 31, 2022, the total unrecognized compensation expense related to unvested stock option awards was $46.7 million, which the Company expects to recognize over a weighted-average period of 2.6 years.

Based on the trading price of $3.10 per ADS, which was the closing price as of December 31, 2022, the aggregate intrinsic value of options as of December 31, 2022 was zero.

During the twelve months ended December 31, 2022, the fair value of each option was estimated on the date of grant using the weighted average assumptions in the table below:


Expected term (in years)	6.01
Expected stock price volatility	76.4	%
Risk-free interest rate	2.2	%
Expected dividend yield	0%

The Company uses the Black-Scholes option pricing model to value its stock option awards. The expected life of the stock options is estimated using the “simplified method,” as the Company has limited historical information from which to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. The simplified method is the midpoint between the vesting period and the contractual term of the option. For share price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of option grants. The risk-free rate is based on the U.S. Treasury yield curve commensurate with the expected life of the option. Forfeitures of stock options are recognized in the period the forfeiture occurs.

Centessa Pharmaceuticals plc (Successor) Restricted Share Awards and Units

In connection with the acquisition of the Centessa Subsidiaries, the Company issued 379,905 ordinary shares subject to future vesting under its Restricted Stock Awards program. For the period subsequent to the acquisition through December 31, 2022, the Company issued an additional 833,897 ordinary shares subject to future vesting to an employee. The fair value of the awards are based upon the estimated fair value of the Company’s ordinary shares at the time of grant. During the twelve month period ended December 31, 2022, 383,523 share awards vested.

On July 1, 2022, the board of directors of the Company (the “Board”) approved the grant of restricted stock unit awards under the Company’s Amended and Restated 2021 Stock Option and Incentive Plan to certain executive officers and employees of the Company. The grant date fair market value of each award was $5.17. The bulk of the restricted stock unit awards vest in ten equal quarterly installments. The Board, following the recommendations of the Company’s Compensation Committee, approved the restricted stock unit awards as a retention grant to incentivize and encourage retention of certain officers and employees.

The following table summarizes ordinary share activity related to the restricted stock programs for the twelve months ended December 31, 2022:


	Restricted Stock Awards			Restricted Stock Units
	Number of Shares		Weighted-Average Grant Date Fair Value Per Share	Number of Shares		Weighted-Average Grant Date Fair Value Per Share
Unvested at January 1, 2022	982,944			—
Granted	—		n/a	2,458,950		$	5.17
Vested	(383,523)			(469,490)
Forfeited	—			(184,700)
Unvested at December 31, 2022	599,421			1,804,760

Unrecognized compensation expense at December 31, 2022 ($ in thousands)	$	10,221		$	9,331
Expected weighted average recognition period (in years)	2.4			2.0

Centessa Pharmaceuticals plc (Successor) 2021 Employee Share Purchase PlanIn January 2021, the Company’s board of directors approved the 2021 Employee Share Purchase Plan (the “2021 ESPP”). The initial number of shares reserved for issuance under the 2021 ESPP was 860,000. On January 1, 2022 and each January 1 thereafter, the number of Shares reserved and available for issuance under the ESPP shall be cumulatively increased by a number of shares equal to the lesser of: (i) 1% of the number of Shares issued and outstanding on the immediately preceding December 31; (ii) two times the initial number of shares reserved or (iii) such number of Shares as determined by the board of directors. Remaining shares reserved as of December 31, 2022 were 1,759,882.

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

Master Services agreements with drug discovery companies affiliated with David Grainger

The Company has entered into Master Services agreements with certain drug discovery companies affiliated with David Grainger, who was appointed as the Company’s Chief Innovation Officer in October 2021. These companies include RxCelerate Limited, RxBiologics Limited and The Foundry (Cambridge) Limited, of which David Grainger is a director and shareholder. The Company and the Centessa Predecessor Group incurred research and development costs associated with these contracts as follows in the consolidated and combined statements of operations and comprehensive loss (amounts in thousands):


	Successor				Predecessor
	Twelve Months Ended December 31, 2022		Period from January 30, 2021 through December 31, 2021		Period from January 1, 2021 through January 29, 2021
Research and development	$	7,373	$	7,148	$	418

Cost Reimbursements

During the period from January 30, 2021 through December 31, 2021, the Company (Successor) reimbursed an aggregate of $1.4 million to several shareholders for costs paid on behalf of the Company (Successor) in connection with acquisition of the Centessa Subsidiaries and the sale of the Company (Successor) Series A preferred shares.

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities were as follows (amounts in thousands):


	Successor
	December 31, 2022		December 31, 2021
Deferred tax assets
Tax loss carryforwards	$	73,097	$	32,983
Capitalized research and development	15,624		8,734
Research and development credits	7,174		6,967
Other	1,467		1,016
Total deferred tax assets	$	97,362	$	49,700
Valuation allowance	(93,850)		(49,045)
Deferred tax assets, net of allowance (*)	$	3,512	$	655
(*) Included in Other non-current assets in the Consolidated Balance Sheets as of the respective periods.

The Company regularly assesses its ability to realize its deferred tax assets. Assessing the realization of deferred tax assets requires significant judgment. In determining whether its deferred tax assets are more likely than not realizable, the Company evaluated all available positive and negative evidence, and weighed the evidence based on its objectivity.

After consideration of the evidence, including the Company's history of cumulative net losses in the U.K., France and the USA, the Company has concluded that it is more likely than not that the Company will not realize the benefits of its U.K., and French deferred tax assets and accordingly the Company has provided a valuation allowance for the full amount of the net deferred tax assets in those territories. The Company has also concluded that it is more likely than not it will not realize the benefits of the deferred tax assets in its principal operating entity in the United States and has provided a valuation allowance for the full amount of the net deferred tax asset in that entity. The Company has considered the Company's history of cumulative net profits in its other operating entity in the United States, which carries out services for other entities in the group, estimated that entity’s future taxable income and concluded that it is more likely than not that the Company will realize the benefits of the deferred tax assets in that entity, and has not provided a valuation allowance against the net deferred tax assets in that entity. For the twelve months ended December 31, 2022, the valuation allowance increased by $44.8 million. For the period from January 30, 2021 to December 31, 2021, the valuation allowance increased by $30.5 million.

Components of the Company’s pre-tax loss are as follows (amounts in thousands):


	Successor
	Twelve months ended December 31, 2022		Period from January 30, 2021 through December 31, 2021
Loss before tax:
UK	$	(173,476)	$	(331,423)
Non-UK	(43,478)		(49,534)

Total	$	(216,954)	$	(380,957)

The income tax (benefit) expense consists of the following (amounts in thousands):


	Successor
	December 31, 2022		December 31, 2021
Federal
Current	$	1,575	$	581
Deferred	(2,464)		(495)
State
Current	534		188
Deferred	(392)		(160)
Foreign
Current	—		—
Deferred	—		—
Income tax (benefit) expense	$	(747)	$	114

A reconciliation of the United Kingdom (“UK”) income tax rate to the Company’s effective tax rate is as follows:


	Successor
	Twelve Months Ended December 31, 2022		Period from January 30, 2021 through December 31, 2021
Statutory tax rate benefit	19	%	19	%
Non-deductible write-off of in-process R&D	—	%	(11)	%
Other non-deductible expenses	(3)	%	(2)	%
Enhanced research and development expenses	7	%	3	%
Losses surrendered for tax incentive	(7)	%	(5)	%
Non-taxable research and development incentive	1	%	2	%
Research & development tax credits	1	%	—	%
Change in tax rate	2	%	1	%
Effect of overseas tax rates	3	%	1	%
Change in valuation allowance	(23)	%	(8)	%
Effective income tax rate	—	%	—	%

The following table summarizes carryforwards of federal and local net operating losses (NOL) and research tax credits (amounts in thousands):


	Successor
	December 31, 2022		December 31, 2021
UK	$	225,662	$	82,156
US	$	48,523	$	34,059
France	$	25,474	$	19,710
Germany	$	—	$	11,062

The Company will recognize interest and penalties related to uncertain tax positions as a component of income tax expense. As of December 31, 2022, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

UK income tax returns from 2021 remain open for examination and UK NOLs do not expire. In the US, income tax returns from 2019 and later remain open for examination and unutilized US NOLs and credit carryforwards are subject to examination until utilized. If not utilized prior to the specified dates, US federal NOLs totaling $3.2 million and a US R&D tax credit carryforward of $7.2 million would expire starting in 2036 and $41.3 million of US state NOLs would expire beginning in 2036. The NOL in France will not be utilized as Centessa’s French subsidiary, Pega-One, was sold on January 9, 2023.

Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”) provides for limitation on the use of net operating loss and research and development tax credit carryforwards following certain ownership changes (as defined in Code) that could limit the Company’s ability to utilize these carryforwards, in relation to its principal operating unit in the US. Pursuant to Section 382 of the Code, an ownership change occurs when the stock ownership of a 5% stockholder increases by more than 50% over a three-year testing period. The principal US operating unit may have experienced various ownership changes, as defined by the Code, as a result of past financings and may in the future experience an ownership change. Accordingly, the Company’s ability to utilize the aforementioned carryforwards may be limited. Additionally, U.S. tax laws limit the time during which these carryforwards may be applied against future taxes. The Company has not yet performed an Internal Revenue Code Section 382 study in connection with changes in control of its principal operating unit in the US.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsThe Company filed a shelf registration statement on Form S-3 (“the Shelf”) with the Securities and Exchange Commission (SEC), which covers the offering, issuance and sale of an amount up to $350.0 million in the aggregate of the Company’s ordinary shares, American Depository Shares representing ordinary shares, debt securities, warrants, and/or units or any combination thereof. On July 12, 2022, the Shelf became effective. The Company entered into a Sales Agreement, dated January 27, 2023, by and between Centessa Pharmaceuticals plc and SVB Securities LLC (“SVB”). As sales agent, SVB will provide for the issuance and sale by the Company of up to $125.0 million of its ordinary shares represented by American Depository Shares from time to time in “at-the-market” offerings under the Shelf, which we refer to as the ATM Program.

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation and Consolidation/Combination	Basis of Presentation and Consolidation/Combination References to the combined financial statements of the Centessa Predecessor Group refer to three of the eleven direct acquired Centessa Subsidiaries that were deemed to represent the predecessor entity prior to the Company’s acquisition of the Centessa Subsidiaries in January 2021. The Centessa Predecessor Group includes the combined financial information of Z Factor, Morphogen-IX and LockBody. The successor includes the consolidated financial information of Centessa and all Centessa subsidiaries subsequent to the acquisition. Accordingly, the accompanying consolidated and combined financial statements are presented in accordance with Securities and Exchange Commission (“SEC”) requirements for predecessor and successor financial statements, which include the financial results of both the Company and the Centessa Predecessor Group. The consolidated balance sheets present the consolidated financial position of the Company as of December 31, 2022 and December 31, 2021. The results of operations and cash flows contained in the consolidated and combined financial statements include the Company’s consolidated financial results and cash flows for the twelve months ended December 31, 2022 and for the period from January 30, 2021 through December 31, 2021; and the Centessa Predecessor Group’s combined financial results and cash flows for the period from January 1, 2021 through January 29, 2021. The accompanying consolidated and combined financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) promulgated by the Financial Accounting Standards Board (“FASB”). All intercompany accounts and transactions have been eliminated in consolidation and combination. In the opinion of management, the accompanying consolidated and combined financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly: •the Company’s financial position as of December 31, 2022 and December 31, 2021; •the Company’s results of operations and cash flows for the twelve months ended December 31, 2022 and for the period from January 30, 2021 through December 31, 2021; and •the Predecessor’s results of operations and cash flows for the period from January 1, 2021 through January 29, 2021.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash in readily available checking accounts, certificate of deposits and money market funds.
Segments	Segments Operating segments are defined as components of an enterprise with separate discrete information available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. We view our operations and manage our business as one segment.
Reclassifications	Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on previously reported net loss or comprehensive loss.
Foreign Currency Translation	Foreign Currency Translation The Company’s financial statements are presented in U.S. dollars (“USD”), the reporting currency of the Company. The functional currency of Centessa Pharmaceuticals plc is USD and the functional currency of the Centessa Subsidiaries is their respective local currency. Income and expenses have been translated into USD at average monthly exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheets dates and equity accounts at their respective historical rates. The resulting translation gain and loss adjustments are recorded directly as a separate component of shareholders’ equity as other comprehensive (loss) income. Transactions denominated in a currency other than the functional currency are remeasured based upon the exchange rate at the date of remeasurement with the resulting gain or loss included in the accompanying consolidated and combined statements of operations and comprehensive loss within Other income (expense), net. The aggregate foreign currency transaction loss included in the Company (Successor)’s results of operations for the twelve months ended December 31, 2022 and for the period from January 30, 2021 through December 31, 2021 were $2.8 million and $3.6 million, respectively. The functional currency of Centessa Pharmaceuticals plc had previously been British pounds (“GBP”), as Centessa Pharmaceutical plc’s primary activities during formation were mostly denominated in GBP, including related transaction costs, the acquisition of Centessa subsidiaries predominantly with operations in GBP and the issuance of shares with a GBP nominal value as consideration in the acquisition. Beginning in the second quarter of 2021, the functional currency of Centessa Pharmaceuticals plc changed from GBP to USD. The change in functional currency was the result of many factors including the completion of an IPO and receipt of proceeds in USD which resulted in USD denominated assets exceeding GBP denominated assets, the increase in the number of U.S.-based employees, and the increase in costs denominated in USD, following completion of the Company’s IPO on a U.S. stock exchange (“Nasdaq”). Given these significant changes, the Company considered the economic factors outlined in ASC 830, Foreign Currency Matters and concluded that the majority of the factors supported the use of the USD as the functional currency for Centessa Pharmaceutical plc. The change in functional currency for Centessa Pharmaceuticals plc was applied on a prospective basis beginning in the second quarter of 2021 and translation adjustments for prior periods will continue to remain as a component of accumulated other comprehensive loss. The Company reclassified the presentation of foreign currency gains and losses recognized in the first quarter of 2021 from General & administration expense to Other income (expense), net to conform to the current period financial statement presentation.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated and combined financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the consolidated and combined financial statements in the period they are determined to be necessary. Significant areas that require management’s estimates include accrued research and development expenses, the note purchase agreement, share-based compensation, contingent value rights, and, prior to the IPO, the fair value of the Company’s ordinary shares.
Property and Equipment, net	Property and Equipment, net Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets. Property and equipment includes computer equipment, which has a useful life of three years, as well as leasehold improvements under construction, which have useful lives of the lesser of applicable lease terms or their useful lives. The costs of maintenance and repairs are expensed as incurred. Improvements and betterment that add new functionality or extend the useful life of the asset are capitalized. Depreciation expense for the twelve months ended December 31, 2022 and for the period from January 30, 2021 through December 31, 2021 was $131 thousand and $34 thousand, respectively. Capitalized software as a service costs representing costs incurred during the application development stage are included in “Other non-current assets” and the corresponding current portion, in “Prepaid expenses and other current assets” and is amortized using the straight line method over five years. Costs incurred during the preliminary project stage and the post-implementation-operation stage are expensed as incurred. Hosting fees associated with the hosting as a service arrangement are expensed on a straight line basis over the term of the hosting arrangement.
Long-Lived Assets	Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, then an impairment charge is recognized for the amount by which the carrying value of the asset exceeds the estimated fair value of the asset. As of December 31, 2022, the Company believes that no revision of the remaining useful lives or write-down of long-lived assets is required.
Fair Value Measurement	Fair Value Measurement Fair value is the price that could be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value determination in accordance with applicable accounting guidance requires that a number of significant judgments be made. Additionally, fair value is used on a nonrecurring basis to evaluate assets for impairment or as required for disclosure purposes by applicable accounting guidance on disclosures about fair value of financial instruments. Depending on the nature of the assets and liabilities, various valuation techniques and assumptions are used when estimating fair value. The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, prepaid expense and accounts payable, are shown at cost, which approximates fair value due to the short-term nature of these instruments. The Company follows the provisions of FASB ASC Topic 820, Fair Value Measurement, for financial assets and liabilities measured on a recurring basis. The guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liabilities. Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
Note Purchase Agreement	Note Purchase Agreement As described in further detail in Note 6 - "Debt", in October 2021, the Company entered into a Note Purchase Agreement (the “Notes”) with Oberland Capital Management LLC (“Oberland Capital”). Under the terms of the agreement, Oberland Capital will purchase up to $300.0 million of 6-year, interest-only (initial interest rate was 8.0% per annum), senior secured notes (the Notes) from the Company including $75.0 million, funded on October 4, 2021, $125.0 million available through 2023 at the Company’s option, and $100.0 million available to fund Mergers and Acquisitions (M&A), in-licensing, or other strategic transactions, at the option of the Company and Oberland Capital. In addition, the Company is obligated to pay a Milestone payment equal to 30% of the aggregate principal amount issued under the Notes by the Company upon regulatory approval of any drug candidate. The Company evaluated the Notes and determined that the Notes include embedded derivatives that would otherwise require bifurcation as derivative liabilities. Neither the debt instrument nor any embedded features are required to be classified as equity. Therefore, the hybrid financial instrument comprised of the debt host and the embedded derivative liability may be accounted for under the fair value option. The Company elected to carry the Notes at fair value, and the debt instrument is outside the scope of ASC 480, Distinguishing Liabilities from Equity, and thus will be classified as a liability under ASC 470, Debt, in the Company’s financial statements. As the Company has elected to account for the Notes under the fair value option, debt issuance costs were immediately expensed. The fair value of the Note Purchase Agreement represents the present value of estimated future payments, including interest, principal as well as estimated payments that are contingent upon the achievement of specified milestones. The fair value of the Notes is based on the cumulative probability of the various estimated payments. The fair value measurement is based on significant Level 3 unobservable inputs such as the probability of achieving the milestones, anticipated timelines, probability and timing of an early redemption of all obligations under the agreement and the discount rate. Any changes in the fair value of the liability in each reporting period are recognized in the consolidated statement of operations and comprehensive loss until it is settled.
Research and Development Expenses and Accruals and Tax Incentives	Research and Development Expenses and Accruals All research and development costs are expensed in the period incurred and consist primarily of salaries, payroll taxes, employee benefits, stock-based compensation charges for those individuals involved in research and development efforts, external research and development costs incurred under agreements with contract research organizations and consultants to conduct and support the Company’s ongoing clinical trials. The Company has entered into various research and development contracts with clinical research organizations, clinical manufacturing organizations and other companies. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred. Payments made in advance of performance are reflected in the accompanying balance sheets as prepaid expenses, while payments made after performance are reflected as accrued liabilities in the accompanying balance sheets. The Company records accruals for estimated costs incurred for ongoing research and development activities. When recording accruals for ongoing research and development activities, the Company analyzes progress of the services, including the phase or completion of events, invoices received and contracted costs. Nonrefundable advance payments for goods and services, including fees for process development or manufacturing and distribution of clinical supplies that will be used in future research and development activities, are recognized as expense in the period that the related goods are consumed or services are performed. Milestone payments within the Company (Successor)’s licensing arrangements are recognized when achievement of the milestone is deemed probable to occur. To the extent products are commercialized and future economic benefit has been established, commercial milestones that become probable are capitalized and amortized over the estimated remaining useful life of the intellectual property. Significant judgments and estimates may be made in determining the prepaid or accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. Research and Development Tax Incentives The Company participates in research tax incentive programs that are granted to companies by the United Kingdom and certain European tax authorities in order to encourage them to conduct technical and scientific research. Expenditures that meet the required criteria are eligible to receive a tax credit that is reimbursed in cash. Estimates of the amount of the cash refund expected to be received are determined at each reporting period and recorded as reductions to research and development expenses. The Company recorded research and development tax incentives of $12.6 million and $13.8 million during the twelve months ended December 31, 2022 and the period from January 30, 2021 through December 31, 2021, respectively. The Company may not be able to continue to claim the most beneficial payable research and development tax credits in the future if it ceased to qualify as a small or medium enterprise, based on size criteria concerning employee headcount, turnover and gross assets. In addition, unless its subsidiaries qualify for an exemption, there are limitations to how much tax incentive can be claimed. This limitation is calculated as the total of the Company's relevant expenditure on employees in the period, multiplied by 300%, plus £20,000.
Acquired In-Process Research and Development Expenses	Acquired In-Process Research and Development Expenses Acquired in-process research and development (“IPR&D”) consists of the initial up-front payments incurred in connection with the acquisition or licensing of products or technologies in transactions that do not meet the definition of a business under FASB ASC Topic 805, Business Combinations.
Leases	Leases On January 1, 2022, the Company adopted ASU No. 2016-02, Leases (“ASC 842”), which requires a lessee to record a right-of-use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. As of January 1, 2022, the Company was not party to any significant leases and therefore the adoption of this standard did not have a significant impact as of this adoption date. As permitted in the standards, the Company is reflecting the adoption of ASC 842 in its annual report on Form 10-K for the year ended December 31, 2022, and in interim periods within the fiscal year ended December 31, 2023. In accordance with ASC 842, the Company assesses whether an arrangement is a lease, or contains a lease at the inception of the arrangement. When an arrangement contains a lease, the Company categorizes leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that allow us to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in “Property and equipment, net.” All other leases are categorized as operating leases. The Company records right-of use ("ROU") assets and lease obligations for its finance and operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. As the rate implicit in the Company's leases may not be easily determinable, the Company uses its incremental borrowing rate to calculate the present value of the sum of the lease payments. Lease terms may include options to extend or terminate the lease. The Company will include such options in determining the lease term when it is reasonably certain that the Company will exercise such options. Operating and finance lease ROU assets are recognized net of any lease prepayments and incentives. The Company elected the practical expedient to not separate lease and non-lease components and, accordingly, accounts for them as a single component. Operating lease expense is recognized on a straight-line basis over the lease term. Finance lease expense is recognized based on the effective-interest method over the lease term. The Company elected not to recognize ROU assets and lease obligations for any short-term leases, which are defined as leases with an initial term of 12 months or less. On February 7, 2022, the Company entered into a 10-year office lease (the “Boston Lease”) for its new corporate headquarters in Boston, Massachusetts. The Boston Lease contains 18,922 square feet with a fixed annual rent of approximately $1.6 million in 2023, escalating to approximately $1.9 million by Year 10. The Company may, at its discretion, extend the Boston Lease for one extension term of five years. The Company will recognize an operating lease right-of-use asset and lease liability for this facility upon lease commencement, expected in early 2023 after the construction of the leased space. The Company intends to sublet a portion of the Boston Lease after the commencement of the lease.
Collaborative Arrangement	Collaborative Arrangements The Company enters into collaborative arrangements to develop and commercialize intellectual property. These arrangements typically involve two (or more) parties who are active participants in the collaboration and are exposed to significant risks and rewards dependent on the commercial success of the activities. These collaborations usually involve various activities by one or more parties, including research and development, marketing and selling and distribution. Often, these collaborations require upfront, milestone and royalty or profit share payments, contingent upon the occurrence of certain future events linked to the success of the asset in development. Amounts due to collaborative partners related to development activities are generally reflected as research and development expense.
Share-Based Compensation	Share-Based Compensation The Company measures share-based awards, including restricted shares, restricted stock units and stock options, at their grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the awards. Subsequent to the IPO, the Company determines the fair value of share-based compensation awards using the market closing price of the Company’s ADSs on the date of grant. Forfeitures of stock options are recognized in the period the forfeiture occurs. The Company uses the Black-Scholes option pricing model to value its stock option awards. The expected life of the stock options is estimated using the “simplified method,” as the Company has limited historical information from which to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. The simplified method is the midpoint between the vesting period and the contractual term of the option. For share price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of option grants. The risk-free rate is based on the U.S. Treasury yield curve commensurate with the expected life of the option. The estimated annual dividend yield is 0% because the Company has not historically paid and does not expect for the foreseeable future to pay a dividend on its ordinary shares. Prior to its IPO in June 2021, the fair value of the Company’s ordinary shares was determined by the Company’s board of directors with assistance from management and an independent third-party valuation firm. As discussed in further detail in Note 3 - "Acquisitions and Dispositions", the estimated fair value of its ordinary shares was based on the Hybrid Method outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, (“Practice Guide”). Subjective factors considered by the Company’s board of directors and management included the addition of new executive members and the election of new independent directors to the Company’s board of directors, as well as definitive plans to undertake an IPO. The assumptions used in estimating the fair value of share-based awards represented management’s estimate and involved inherent uncertainties and the application of management’s judgment. As a result, if factors changed and management used different assumptions, share-based compensation expense would have been materially different.
Retirement Plans	Retirement PlansThe Company provided defined contribution plans to its employees beginning in 2021 and continuing in 2022. In the US, the primary plan sponsored by the Company is a safe harbor, 401k plan with a 4% employer match, no waiting period and immediate vesting on the match. In the UK, the primary plan sponsored by the Company is a money purchase plan, which requires a minimum 8% contribution, including a minimum employer contribution of 4% and employee contribution of 4% in 2022.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Loss Per Ordinary Share	Net Loss Per Ordinary Share Basic loss per ordinary share is computed by dividing net loss by the aggregate weighted-average number of ordinary shares outstanding. Diluted loss per ordinary share includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred shares, stock options, unvested restricted ordinary shares and convertible debt which would result in the issuance of incremental ordinary shares. For diluted net loss per ordinary share, the weighted-average number of ordinary shares is the same for basic net loss per ordinary share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In March 2022, the FASB issued ASU No 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging-Portfolio Layer Method. The amendments in this Update expand the current last-of-layer method of hedge accounting that permits only one hedged layer to allow multiple hedged layers of a single closed portfolio. To reflect that expansion, the last-of-layer method is renamed the portfolio layer method. This ASU is the final version of Proposed Accounting Standards Update 2021-002-Derivatives and Hedging (Topic 815): Fair Value Hedging-Portfolio Layer Method, which has been deleted. The amendments in this Update apply to all entities that elect to apply the portfolio layer method of hedge accounting in accordance with Topic 815. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted on any date on or after the issuance of this Update for any entity that has adopted the amendments in Update 2017-12 for the corresponding period. We do not have any hedging instruments that would be subject to this guidance. Therefore, we do not expect any related impact on the Company's consolidated financial statements and related disclosures. In June 2022, the FASB issued ASU No 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in this Update affect all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction. The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2021-005-Fair Value (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which has been deleted. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. We do not have any equity securities subject to contractual sale restrictions that would be subject to this guidance. Therefore, we do not expect any related impact on the Company's consolidated and combined financial statements and related disclosures. In September 2022, the FASB issued ASU No 2022-04, Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. Subtopic 405-50 requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The amendments in this Update require qualitative and quantitative disclosures about supplier finance programs and thereby allow financial statement users to better understand the effect of those programs on an entity’s working capital, liquidity, and cash flows. This Accounting Standard Update applies to all entities that use supplier finance programs in connection with the purchase of goods and services. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2021-007- Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which has been deleted. We do not participate in any supplier finance programs that would be subject to this guidance. Therefore, we do not expect any related impact on the Company's consolidated financial statements and related disclosures.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Diluted Weighted-Average Ordinary Shares Outstanding

The following potentially dilutive securities have been excluded from the computation of diluted weighted-average ordinary shares outstanding, as they would be anti-dilutive.


	Twelve months ended December 31, 2022	Period from January 30, 2021 through December 31, 2021
Unvested ordinary shares	599,421	982,944
Restricted stock units	1,804,760	—
Stock options	14,688,996	11,730,382
	17,093,177	12,713,326

Acquisitions and Dispositions (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Asset Acquisition

The total purchase price for the asset acquisitions was calculated as follows (amounts in thousands):


Estimated fair value of Centessa ordinary shares issued	$	261,387
Estimated fair value of replacement equity awards allocated to consideration paid	1,310
Estimated fair value of contingent value rights	22,618
Transaction costs	4,597
Total consideration given	$	289,912

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the assets acquired and liabilities assumed as of the acquisition date for the asset acquisitions (amounts in thousands):


Assets acquired:
Cash and cash equivalents	$	68,038
Tax incentive receivable	8,752
Prepaid expenses and other current assets	2,551
Other assets	203
In-process research and development assets	223,593
Total assets acquired	$	303,137


Liabilities assumed:
Accounts payable	$	3,607
Accrued expenses and other current liabilities	3,128
Convertible notes	6,199
Loan with related party	291
Total liabilities assumed	$	13,225
Net assets acquired	$	289,912

Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following fair value hierarchy table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis (amounts in thousands):


	Fair value measurement at reporting date using
	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
December 31, 2022 (Successor)
Liabilities
Note Purchase Agreement	$	—	$	—	$	69,800


	Fair value measurement at reporting date using
	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
December 31, 2021 (Successor)
Liabilities
Note Purchase Agreement	$	—	$	—	$	75,700
Contingent Value Rights	$	—	$	—	$	37,700

Reconciliation of the Redemption Feature Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs

The reconciliation of the redemption feature measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows (amounts in thousands):


	Contingent Value Rights		Note Purchase Agreement		Derivative Liability
Balance at January 1, 2021 (Predecessor)	$	—	$	—	$	913
Additions	—		—		—
Change in fair value	—		—		—
Settlements	—		—		(913)
Balance at January 29, 2021 (Predecessor)	$	—	$	—	$	—
Balance at January 30, 2021 (Successor)	$	—	$	—	$	—
Additions	22,618		75,000		—
Change in fair value	15,082		700		—
Balance at December 31, 2021 (Successor)	37,700		75,700		—
Change in fair value	1,980		(5,900)		—
Settlements	(39,680)		—		—
Balance at December 31, 2022 (Successor)	$	—	$	69,800	$	—

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (amounts in thousands):


	Successor
	December 31, 2022		December 31, 2021
Research and development costs	$	11,321	$	11,224
Insurance related costs	2,788		4,661
Value added tax receivable	2,557		1,422
Other	3,271		993
	$	19,937	$	18,300

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (amounts in thousands):


	Successor
	December 31, 2022		December 31, 2021
Research and development costs	$	10,795	$	9,323
Personnel related expenses	7,264		4,865
Professional fees	4,171		1,514
Income tax liability	1,582		769
Other	690		102
	$	24,502	$	16,573

Schedule of Property and Equipment, Net

Property and equipment, net consisted of the following (amounts in thousands):


	Successor
	December 31, 2022		December 31, 2021
Computer equipment	$	442	$	196
Construction in progress	890		—
Property and equipment, at cost	1,332		196
Less: Accumulated depreciation	(164)		(34)
Property and equipment, net	$	1,168	$	162

Schedule of Foreign Currency Translation Adjustments

Foreign Currency Translation Adjustments consisted of the following (amounts in thousands):


	Successor
	Twelve months ended December 31, 2022		Period from January 30, 2021 through December 31, 2021
Foreign currency translation adjustments	$	(1,382)	$	778
Reclassifications to net loss	(803)		—
Foreign Currency Translation Adjustments	$	(2,185)	$	778

Debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Debt


	(Amounts in thousands)
	Successor
	December 31, 2022		December 31, 2021
Note Purchase Agreement	$	69,800	$	75,700
	$	69,800	$	75,700

Share-based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Summary of Share-based Compensation Expense


	Successor				Predecessor
	Twelve Months Ended December 31, 2022		Period from January 30, 2021 through December 31, 2021		Period from January 1, 2021 through January 29, 2021
Research and development	$	11,954	$	5,896	$	—
General and administrative	13,011		8,956		—
	$	24,965	$	14,852	$	—

Summary of Stock Option Activity

The following table summarizes stock option activity for the period from January 1, 2022 through December 31, 2022:


	Number of Shares	Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in million)
Balance at January 1, 2022	11,730,382	$	8.07	9.2
Granted	5,553,985	8.02
Exercised	(205,107)	3.89
Forfeited	(2,390,264)	9.44
Balance at December 31, 2022	14,688,996	$	7.88	8.5	—
Exercisable at December 31, 2022	5,002,044	$	7.79	8.2	—
Vested and expected to vest at December 31, 2022	14,688,996	$	7.88	8.5	—

Schedule of Assumptions Used to Estimate Fair Value of Stock Option Awards

During the twelve months ended December 31, 2022, the fair value of each option was estimated on the date of grant using the weighted average assumptions in the table below:


Expected term (in years)	6.01
Expected stock price volatility	76.4	%
Risk-free interest rate	2.2	%
Expected dividend yield	0%

Summary of Replacement Equity Award Activity

The following table summarizes ordinary share activity related to the restricted stock programs for the twelve months ended December 31, 2022:


	Restricted Stock Awards			Restricted Stock Units
	Number of Shares		Weighted-Average Grant Date Fair Value Per Share	Number of Shares		Weighted-Average Grant Date Fair Value Per Share
Unvested at January 1, 2022	982,944			—
Granted	—		n/a	2,458,950		$	5.17
Vested	(383,523)			(469,490)
Forfeited	—			(184,700)
Unvested at December 31, 2022	599,421			1,804,760

Unrecognized compensation expense at December 31, 2022 ($ in thousands)	$	10,221		$	9,331
Expected weighted average recognition period (in years)	2.4			2.0

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of Related Party Transactions

The Company and the Centessa Predecessor Group incurred research and development costs associated with these contracts as follows in the consolidated and combined statements of operations and comprehensive loss (amounts in thousands):


	Successor				Predecessor
	Twelve Months Ended December 31, 2022		Period from January 30, 2021 through December 31, 2021		Period from January 1, 2021 through January 29, 2021
Research and development	$	7,373	$	7,148	$	418

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Deferred Tax Assets and Liabilities

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities were as follows (amounts in thousands):


	Successor
	December 31, 2022		December 31, 2021
Deferred tax assets
Tax loss carryforwards	$	73,097	$	32,983
Capitalized research and development	15,624		8,734
Research and development credits	7,174		6,967
Other	1,467		1,016
Total deferred tax assets	$	97,362	$	49,700
Valuation allowance	(93,850)		(49,045)
Deferred tax assets, net of allowance (*)	$	3,512	$	655
(*) Included in Other non-current assets in the Consolidated Balance Sheets as of the respective periods.

Schedule of Income before Income Tax, Domestic and Foreign

Components of the Company’s pre-tax loss are as follows (amounts in thousands):


	Successor
	Twelve months ended December 31, 2022		Period from January 30, 2021 through December 31, 2021
Loss before tax:
UK	$	(173,476)	$	(331,423)
Non-UK	(43,478)		(49,534)

Total	$	(216,954)	$	(380,957)

Schedule of Components of Income Tax Provision

The income tax (benefit) expense consists of the following (amounts in thousands):


	Successor
	December 31, 2022		December 31, 2021
Federal
Current	$	1,575	$	581
Deferred	(2,464)		(495)
State
Current	534		188
Deferred	(392)		(160)
Foreign
Current	—		—
Deferred	—		—
Income tax (benefit) expense	$	(747)	$	114

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of the United Kingdom (“UK”) income tax rate to the Company’s effective tax rate is as follows:


	Successor
	Twelve Months Ended December 31, 2022		Period from January 30, 2021 through December 31, 2021
Statutory tax rate benefit	19	%	19	%
Non-deductible write-off of in-process R&D	—	%	(11)	%
Other non-deductible expenses	(3)	%	(2)	%
Enhanced research and development expenses	7	%	3	%
Losses surrendered for tax incentive	(7)	%	(5)	%
Non-taxable research and development incentive	1	%	2	%
Research & development tax credits	1	%	—	%
Change in tax rate	2	%	1	%
Effect of overseas tax rates	3	%	1	%
Change in valuation allowance	(23)	%	(8)	%
Effective income tax rate	—	%	—	%

Summary of Operating Loss Carryforwards and Research Tax Credits

The following table summarizes carryforwards of federal and local net operating losses (NOL) and research tax credits (amounts in thousands):


	Successor
	December 31, 2022		December 31, 2021
UK	$	225,662	$	82,156
US	$	48,523	$	34,059
France	$	25,474	$	19,710
Germany	$	—	$	11,062

Organization and Description of Business (Details)		1 Months Ended		12 Months Ended
Organization and Description of Business (Details)	Feb. 11, 2022 USD ($)	Oct. 31, 2021 USD ($)	Jun. 30, 2021 USD ($) shares	Dec. 31, 2022 USD ($)	Dec. 31, 2022 £ / shares	Dec. 31, 2021 USD ($)	Dec. 31, 2021 £ / shares	Oct. 04, 2021 USD ($)	Jun. 30, 2021 £ / shares shares	Jun. 30, 2021 $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Number of ordinary shares per American Depositary Shares (ADSs) (in shares) \| shares									1	1
Common stock, nominal value (in pound sterling per share) \| £ / shares					£ 0.002		£ 0.002		£ 0.002
Aggregate net proceeds in connection with the IPO and subsequent exercise of the underwriter's options			$ 344,100,000
Accumulated deficit				$ 601,860,000		$ 385,653,000
Note purchase agreement, value	$ 300,000,000
Debt instrument, term	6 years
Note purchase agreement, amount available for funding at the option of the Company and counterparty	$ 100,000,000
Cash and cash equivalents				$ 393,644,000		$ 595,082,000
Sufficient funding term (at least)				12 months
Oberland Capital
Subsidiary, Sale of Stock [Line Items]
Note purchase agreement, value		$ 300,000,000						$ 75,000,000
Note purchase agreement, amount available for funding at the option of the Company		125,000,000
Note purchase agreement, amount available for funding at the option of the Company and counterparty		$ 100,000,000
Oberland Capital \| Senior Notes
Subsidiary, Sale of Stock [Line Items]
Debt instrument, term		6 years
Oberland Capital \| Interest Only, Senior Secured Notes \| Senior Notes
Subsidiary, Sale of Stock [Line Items]
Debt instrument, term		6 years
Stated interest rate		8.00%
IPO
Subsidiary, Sale of Stock [Line Items]
Shares sold in offering (in shares) \| shares			16,500,000
Share price (in dollars per share) \| $ / shares										$ 20.00
Over-Allotment Option
Subsidiary, Sale of Stock [Line Items]
Shares sold in offering (in shares) \| shares			2,475,000
Share price (in dollars per share) \| $ / shares										$ 20.00

Summary of Significant Accounting Policies - Basis of Presentation and Consolidation/Combination (Details)	12 Months Ended
	Dec. 31, 2022 subsidiary
Accounting Policies [Abstract]
Number of business acquired	11

Summary of Significant Accounting Policies - Segments (Details)	12 Months Ended
	Dec. 31, 2022 segment
Accounting Policies [Abstract]
Number of operating segments	1

Summary of Significant Accounting Policies - Foreign Currency Translation (Details) - USD ($) $ in Millions	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Accounting Policies [Abstract]
Aggregate foreign currency transaction loss	$ 3.6	$ 2.8

Summary of Significant Accounting Policies - Property and Equipment, net (Details) - USD ($) $ in Thousands	1 Months Ended	11 Months Ended		12 Months Ended
	Jan. 29, 2021	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 0	$ 34	$ 34	$ 131
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment useful life				3 years
Capitalized software
Property, Plant and Equipment [Line Items]
Property and equipment useful life				5 years

Summary of Significant Accounting Policies - Note Purchase Agreement (Details) - USD ($)		1 Months Ended
	Feb. 11, 2022	Oct. 31, 2021	Oct. 04, 2021
Debt Instrument [Line Items]
Note purchase agreement, value	$ 300,000,000
Debt instrument, term	6 years
Note purchase agreement, amount available for funding at the option of the Company and counterparty	$ 100,000,000
Note purchase agreement, milestone payment, percent of aggregate principal amount issued		30.00%
Oberland Capital
Debt Instrument [Line Items]
Note purchase agreement, value		$ 300,000,000	$ 75,000,000
Note purchase agreement, amount available for funding at the option of the Company		125,000,000
Note purchase agreement, amount available for funding at the option of the Company and counterparty		$ 100,000,000
Oberland Capital \| Senior Notes
Debt Instrument [Line Items]
Debt instrument, term		6 years
Oberland Capital \| Senior Notes \| Interest Only, Senior Secured Notes
Debt Instrument [Line Items]
Debt instrument, term		6 years
Stated interest rate		8.00%

Summary of Significant Accounting Policies - Research and Development Tax Incentives (Details) € in Thousands, $ in Millions	11 Months Ended	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2022 EUR (€)
Accounting Policies [Abstract]
Research and development tax credit \| $	$ (13.8)	$ (12.6)
Research and development tax credit limitation, expenditure on employees multiple		300.00%	300.00%
Research and development tax credit limitation, expenditure on employees additional Value \| €			€ 20

Summary of Significant Accounting Policies - Leases (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Feb. 07, 2022 ft² extension_term	Dec. 31, 2021 USD ($)
Property, Plant and Equipment [Line Items]
Lease term			10 years
Area of real estate property \| ft²			18,922
Number of options to extend \| extension_term			1
Lease, renewal term			5 years
Property and equipment, at cost		$ 1,332		$ 196
Forecast
Property, Plant and Equipment [Line Items]
Rent expense	$ 1,600
Rent expense, year 10	$ 1,900

Summary of Significant Accounting Policies - Share-Based Compensation (Details)	12 Months Ended
	Dec. 31, 2022
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%

Summary of Significant Accounting Policies - Retirement Plans (Details) - USD ($) $ in Millions	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Accounting Policies [Abstract]
Defined contribution plan, employer matching contribution, percent of match		4.00%
Defined contribution plan, minimum contribution, percent		8.00%
Defined contribution plan, minimum employer contribution, percent		4.00%
Defined contribution plan, minimum employee contribution, percent		4.00%
Defined contribution plan, charges	$ 0.2	$ 0.7

Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Diluted Weighted-Average Ordinary Shares Outstanding (Details) - shares	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted-average ordinary shares outstanding (in shares)	12,713,326	17,093,177
Ordinary shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted-average ordinary shares outstanding (in shares)	982,944	599,421
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted-average ordinary shares outstanding (in shares)	0	1,804,760
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted-average ordinary shares outstanding (in shares)	11,730,382	14,688,996

Acquisitions and Dispositions - Additional Information (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended	11 Months Ended	12 Months Ended
	Jan. 29, 2021	Jan. 29, 2021	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
Asset Acquisition [Line Items]
Contingent value rights				$ 37,700	$ 0
Change in fair value of contingent value rights		$ 0		15,082	1,980
Centessa Subsidiaries
Asset Acquisition [Line Items]
Percentage of outstanding shares acquired	100.00%	100.00%
Acquisition of Centessa Subsidiaries (in shares)	44,758,079
In-process research and development assets	$ 223,593
Transaction costs	4,597	$ 3,100
Unrecognized compensation expense	4,100	4,100
Contingent consideration arrangements, range of outcomes, high					39,700
Contingent value rights	$ 22,600	$ 22,600
Change in fair value of contingent value rights			$ 2,000	$ 15,100
Pega-One \| Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations
Asset Acquisition [Line Items]
Loss on disposition of business					$ 200

Acquisitions and Dispositions - Asset Acquisition (Details) - Centessa Subsidiaries - USD ($) $ in Thousands		1 Months Ended
	Jan. 29, 2021	Jan. 29, 2021
Asset Acquisition [Line Items]
Estimated fair value of Centessa ordinary shares issued	$ 261,387
Estimated fair value of replacement equity awards allocated to consideration paid	1,310
Estimated fair value of contingent value rights	22,618
Transaction costs	4,597	$ 3,100
Total consideration given	$ 289,912

Acquisitions and Dispositions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - Centessa Subsidiaries $ in Thousands	Jan. 29, 2021 USD ($)
Assets acquired:
Cash and cash equivalents	$ 68,038
Tax incentive receivable	8,752
Prepaid expenses and other current assets	2,551
Other assets	203
In-process research and development assets	223,593
Total assets acquired	303,137
Liabilities assumed:
Accounts payable	3,607
Accrued expenses and other current liabilities	3,128
Convertible notes	6,199
Loan with related party	291
Total liabilities assumed	13,225
Net assets acquired	$ 289,912

Fair Value of Financial Instruments - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Quoted prices in active markets for identical assets (Level 1)
Liabilities
Note Purchase Agreement	$ 0	$ 0
Contingent Value Rights		0
Significant other observable inputs (Level 2)
Liabilities
Note Purchase Agreement	0	0
Contingent Value Rights		0
Significant unobservable inputs (Level 3)
Liabilities
Note Purchase Agreement	$ 69,800	75,700
Contingent Value Rights		$ 37,700

Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Jan. 29, 2021	Dec. 31, 2021	Dec. 31, 2022
Derivative Financial Instruments, Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Gain (loss) from fair value adjustment	$ 0	$ (700)	$ 5,900

Fair Value of Financial Instruments - Reconciliation of the Redemption Feature Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Details) - USD ($) $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Jan. 29, 2021	Dec. 31, 2021	Dec. 31, 2022
Contingent Value Rights
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance		$ 0	$ 37,700
Additions		22,618
Change in fair value		15,082	1,980
Settlements			(39,680)
Ending balance	$ 0	37,700	0
Note Purchase Agreement
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance		0	75,700
Additions		75,000
Change in fair value		700	(5,900)
Settlements			0
Ending balance	0	75,700	69,800
Derivative Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	913	0
Additions	0
Change in fair value	0	$ (700)	$ 5,900
Settlements	913
Ending balance	$ 0

Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Research and development costs	$ 11,321	$ 11,224
Insurance related costs	2,788	4,661
Value added tax receivable	2,557	1,422
Other	3,271	993
Prepaid expenses and other current assets	$ 19,937	$ 18,300

Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Research and development costs	$ 10,795	$ 9,323
Personnel related expenses	7,264	4,865
Professional fees	4,171	1,514
Income tax liability	1,582	769
Other	690	102
Accrued expenses and other current liabilities	$ 24,502	$ 16,573

Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	$ 1,332	$ 196
Less: Accumulated depreciation	(164)	(34)
Property and equipment, net	1,168	162
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	442	196
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	$ 890	$ 0

Balance Sheet Components - Schedule of Foreign Currency Translation Adjustments (Details) - USD ($) $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Jan. 29, 2021	Dec. 31, 2021	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Foreign currency translation adjustments		$ 778	$ (1,382)
Reclassifications to net loss		0	(803)
Foreign currency translation adjustments	$ 107	$ 778	$ (2,185)

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Long term debt	$ 69,800	$ 75,700
Note Purchase Agreement
Debt Instrument [Line Items]
Long-term debt, gross	$ 69,800	$ 75,700

Debt - Note Purchase Agreement (Details) - USD ($)			12 Months Ended
Debt - Note Purchase Agreement (Details) - USD ($)	Nov. 07, 2022	Feb. 11, 2022	Dec. 31, 2022	Oct. 04, 2021
Debt Instrument [Line Items]
Note purchase agreement, value		$ 300,000,000
Note purchase agreement, amount available for funding at the option of the Company and counterparty		$ 100,000,000
Debt instrument, term		6 years
Debt instrument, reference rate		7.75%
Debt instrument, interest rate floor		8.00%
Weighted average interest rate			9.60%
Milestone payment, percent of aggregate principal amount issued under the notes			30.00%
Milestone payment, period			5 years
Cumulative payments under note purchase agreement, including interest			$ 8,800,000
Note purchase agreement, percent of aggregate outstanding principal amount, cash balance required	90.00%	75.00%
Note purchase agreement, deductible amount due to company	$ 100,000,000	$ 100,000,000
Deposits	$ 25,000,000
London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		0.25%
First Purchase Note
Debt Instrument [Line Items]
Note purchase agreement, value				$ 75,000,000
Second Purchase Note
Debt Instrument [Line Items]
Note purchase agreement, value		$ 75,000,000
Third Purchase Note
Debt Instrument [Line Items]
Note purchase agreement, value		$ 50,000,000
Note Purchase Agreement
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage of principal amount redeemed			75.00%
Note Purchase Agreement \| Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage			175.00%
Note Purchase Agreement \| Debt Instrument, Redemption, Period Two
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage			185.00%
Note Purchase Agreement \| Debt Instrument, Redemption, Period Three
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage			205.00%

Commitments and Contingencies (Details) - USD ($)	11 Months Ended	12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Feb. 07, 2022
Lessee, Lease, Description [Line Items]
Purchase obligation			$ 42,800,000
Purchase obligation, to be paid within one year			36,000,000
Purchase obligation, to be paid, over one to four years			6,800,000
Lease term				10 years
Letter of credit outstanding				$ 700,000
Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Lessee, Lease, Description [Line Items]
Maximum aggregate development and regulatory milestone payments			0
Research and development expense	$ 1,700,000		2,200,000
Collaborative Arrangement, Transaction with Party to Collaborative Arrangement \| Orexia
Lessee, Lease, Description [Line Items]
Maximum aggregate development milestone payments			43,700,000
Maximum aggregate commercial milestone payments			$ 42,000,000
Forecast
Lessee, Lease, Description [Line Items]
Rent expense		$ 1,600,000
Rent expense, year 10		$ 1,900,000

Share-based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands			12 Months Ended	23 Months Ended
	Jan. 01, 2022	Jan. 29, 2021 shares	Dec. 31, 2022 USD ($) installment $ / shares shares	Dec. 31, 2022 USD ($) installment $ / shares shares	May 31, 2021 shares	Jan. 31, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for equity incentive plan (in shares)					20,026,816
Percent of additional shares authorized each year			5.00%
Shares available for grant (in shares)			6,010,683	6,010,683
Weighted-average grant date fair value of options granted (in dollars per share) \| $ / shares			$ 5.38
Unrecognized compensation expense related to unvested stock option awards \| $			$ 46,700	$ 46,700
Share price (in dollars per share) \| $ / shares			$ 3.10	$ 3.10
Aggregate intrinsic value of options \| $			$ 0	$ 0
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			4 years
Contractual term			10 years
Unrecognized compensation expense recognition period				2 years 7 months 6 days
Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense recognition period			2 years 4 months 24 days
Share-based payment awards issued in period (in shares)		379,905	383,523
Restricted Stock Awards \| Share-based Payment Arrangement, Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment awards issued in period (in shares)				833,897
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense recognition period			2 years
Granted (in dollars per share) \| $ / shares			$ 5.17
Number of installments \| installment			10	10
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares reserved for future issuance (in shares)			1,759,882	1,759,882		860,000
Share-based compensation, percentage of outstanding stock maximum	1.00%
Multiplier for initial number of shares reserved	2

Share-based Compensation - Summary of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Jan. 29, 2021	Dec. 31, 2021	Dec. 31, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Compensation expense recognized	$ 0	$ 14,852	$ 24,965
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Compensation expense recognized	0	5,896	11,954
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Compensation expense recognized	$ 0	$ 8,956	$ 13,011

Share-based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Number of Shares
Beginning balance (in shares)	11,730,382
Granted (in shares)	5,553,985
Exercised (in shares)	(205,107)
Forfeited (in shares)	(2,390,264)
Ending balance (in shares)	14,688,996	11,730,382
Exercisable at end of period (in shares)	5,002,044
Vested and expected to vest at end of period (in shares)	14,688,996
Weighted-Average Exercise Price Per Share
Beginning balance (in dollars per share)	$ 8.07
Granted (in dollars per share)	8.02
Exercised (in dollars per share)	3.89
Forfeited (in dollars per share)	9.44
Ending balance (in dollars per share)	7.88	$ 8.07
Exercisable at end of period (in dollars per share)	7.79
Vested and expected to vest as end of period (in dollars per share)	$ 7.88
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Options outstanding, weighted-average remaining contractual term	8 years 6 months	9 years 2 months 12 days
Options exercisable, weighted-average remaining contractual term	8 years 2 months 12 days
Options vested and expected to vest, weighted-average remaining contractual term	8 years 6 months
Options outstanding, aggregate intrinsic value	$ 0
Options exercisable, aggregate intrinsic value	0
Options vested and expected to vest, aggregate intrinsic value	$ 0

Share-based Compensation - Schedule of Assumptions Used to Estimate Fair Value of Stock Option Awards (Details) - Stock options	12 Months Ended
	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years 3 days
Expected stock price volatility	76.40%
Risk-free interest rate	2.20%
Expected dividend yield	0.00%

Share-based Compensation - Summary of Replacement Equity Award Activity (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 $ / shares
Restricted Stock Awards
Number of Shares
Unvested beginning balance (in shares)	982,944
Granted (in shares)	0
Vested (in shares)	(383,523)
Forfeited (in shares)	0
Unvested ending balance (in shares)	599,421
Unrecognized compensation expense excluding options \| $	$ 10,221
Unrecognized compensation expense recognition period	2 years 4 months 24 days
Restricted stock units
Number of Shares
Unvested beginning balance (in shares)	0
Granted (in shares)	2,458,950
Vested (in shares)	(469,490)
Forfeited (in shares)	(184,700)
Unvested ending balance (in shares)	1,804,760
Unrecognized compensation expense excluding options \| $	$ 9,331
Unrecognized compensation expense recognition period	2 years
Weighted-Average Grant Date Fair Value Per Share
Unvested beginning balance (in dollars per share) \| $ / shares
Granted (in dollars per share) \| $ / shares	5.17
Unvested ending balance (in dollars per share) \| $ / shares

Related Party Transactions - Summary of Related Party Transaction (Details) - USD ($) $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Jan. 29, 2021	Dec. 31, 2021	Dec. 31, 2022
Master Service Agreements \| Affiliated Entity
Related Party Transaction [Line Items]
Expenses from transactions with related party	$ 418	$ 7,148	$ 7,373

Related Party Transactions - Additional Information (Details) $ in Millions	11 Months Ended
	Dec. 31, 2021 USD ($)
Investor
Related Party Transaction [Line Items]
Payments to shareholders as reimbursement	$ 1.4

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Tax loss carryforwards	$ 73,097	$ 32,983
Capitalized research and development	15,624	8,734
Research and development credits	7,174	6,967
Other	1,467	1,016
Total deferred tax assets	97,362	49,700
Valuation allowance	(93,850)	(49,045)
Deferred tax assets, net of allowance	$ 3,512	$ 655

Income Taxes - Additional Information (Details) - USD ($) $ in Millions	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Valuation allowance increase	$ 30.5	$ 44.8
Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax credit carryforwards		7.2
Domestic Tax Authority
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, subject to expiration		3.2
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, subject to expiration		$ 41.3

Income Taxes - Components of Income (Loss) before Income Tax (Details) - USD ($) $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Jan. 29, 2021	Dec. 31, 2021	Dec. 31, 2022
Income Tax Disclosure [Abstract]
UK		$ (331,423)	$ (173,476)
Non-UK		(49,534)	(43,478)
Loss before income taxes	$ (829)	$ (380,957)	$ (216,954)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
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-Subparagraph (c)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=126941158&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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-Topic 944
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-Section S99
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-Subparagraph (SX 210.7-04(8))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section S99
-Paragraph 1
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-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

Income Taxes - Schedule of Components of Income Tax Provision (Details) - USD ($) $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Jan. 29, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Federal
Current			$ 1,575	$ 581
Deferred			(2,464)	(495)
State
Current			534	188
Deferred			(392)	(160)
Foreign
Current			0	0
Deferred			0	0
Income tax (benefit) expense	$ 0	$ 114	$ (747)	$ 114

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Statutory tax rate benefit	19.00%	19.00%
Non-deductible write-off of in-process R&D	(11.00%)	0.00%
Other non-deductible expenses	(2.00%)	(3.00%)
Enhanced research and development expenses	3.00%	7.00%
Losses surrendered for tax incentive	(5.00%)	(7.00%)
Non-taxable research and development incentive	2.00%	1.00%
Research & development tax credits	0.00%	1.00%
Change in tax rate	1.00%	2.00%
Effect of overseas tax rates	1.00%	3.00%
Change in valuation allowance	(8.00%)	(23.00%)
Effective income tax rate	0.00%	0.00%

Income Taxes - Summary of Operating Loss Carryforwards and Research Tax Credits (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
UK
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards and research tax credits	$ 225,662	$ 82,156
US
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards and research tax credits	48,523	34,059
France
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards and research tax credits	25,474	19,710
Germany
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards and research tax credits	$ 0	$ 11,062

Subsequent Events (Details) - USD ($) $ in Millions	Mar. 30, 2023	Jan. 27, 2023
Subsequent Event \| At-the-market
Subsequent Event [Line Items]
Sale of stock, maximum consideration receivable	$ 350.0	$ 125.0