Dynamics Special Purpose Corp. (DYNS) Shareholders Approve Senti Biosciences Deal

Dynamics (NASDAQ:DYNS) announced in an 8-K filing this afternoon that its shareholders have voted to approve its combination with Gene Circuit company Senti Biosciences in a special meeting held earlier today.

Holders of 14,549,537 shares of Class A common stock elected to redeem their public shares resulting in 63.259% of Dynamic’s trust being removed. DYNS had previously secured a non-redemption agreement with a number of institutional investors including Morgan Stanley Investment Management Inc., T. Rowe Price Group, Inc., The Invus Group, LLC and ARK Investment Management LLC.  Each of these investors agreed not to redeem their shares at the combination vote.

As background, Dynamics brought $230 million into the deal, which it supplemented with a $66.8 million PIPE at $10 per share. The PIPE drew investment from healthcare and technology investors, including 8VC, Amgen Ventures, funds and accounts managed by Counterpoint Global, Invus, LifeForce Capital, NEA, Parker Institute for Cancer Immunotherapy, T. Rowe Price Associates, and others.

The deal is expected to close tomorrow, June 8, and the combined company is expected to trade on the Nasdaq.

Dynamics initially announced the $276 million combination with Senti BioSciences on December 20, 2021. San Francisco-based Senti Bio uses its Gene Circuit platform to develop next-generation cell and gene therapies to enhance therapeutic effectiveness against diseases.

At the special meeting, the company’s stockholders also approved, among other items, the New Senti 2022 Equity Incentive Plan and the New Senti 2022 Employee Stock Purchase Plan.

ADVISORS

• J.P. Morgan is acting as lead capital markets advisor to Dynamics and co-placement agent for the PIPE.
• Morgan Stanley & Co. LLC is acting as financial advisor to Dynamics and co-placement agent to Dynamics for the PIPE.
• BofA Securities is acting as exclusive financial advisor to Senti Bio and as co-placement agent for the PIPE.
• Davis Polk & Wardwell LLP is serving as legal advisor to Dynamics.
• Goodwin Procter LLP is serving as legal advisor to Senti Bio
• Latham & Watkins LLP is serving as legal advisor to J.P. Morgan
• Morgan Stanley & Co. LLC and BofA Securities in their role as placement agents