Item 1.01 Entry into a Material Definitive Agreement.
Amendment to the Business Combination Agreement
On
Pursuant to the Business Combination Agreement, on the Closing Date, Merger Sub will merge with and into Senti (the "Merger"), with Senti surviving as a wholly-owned subsidiary of the Company.
The BCA Amendment reflects, among other things, (a) a correction to section 5.7 of the Business Combination Agreement, such that the number of shares of Class A Common Stock available for issuance under the New Equity Incentive Plan will be increased each calendar year in an amount equal to the lesser of (x) a percentage specified in a schedule to the BCA Amendment of the aggregate number of shares of Class A Common Stock issued and outstanding as of the last day of the immediately preceding calendar year, and (y) such number of shares of Class A Common Stock as determined by the "Committee" (as defined and designated under the terms of the New Equity Incentive Plan), and (b) changes to the options Senti granted to certain Persons at the time the Business Combination Agreement was executed, with the effect that (i) certain Persons' option award agreements reflect the fact that their option grants, which are for a number of shares of Company Common Stock, are subject to adjustment, and (ii) certain Persons' options will commence vesting on the grant date (being the date the Business Combination Agreement was executed) while certain other Persons' options will commence vesting on the Closing Date.
Other than as modified pursuant to the BCA Amendment, the Business Combination
Agreement remains in full force and effect. The foregoing descriptions of the
BCA Amendment and the Business Combination Agreement do not purport to be
complete and are qualified in their entirety by reference to, respectively, the
full text of the BCA Amendment, which was previously filed as Exhibit 2.2 to the
Form S-4 filed with the
Amendment to Senti Support Agreements
On
Pursuant to the Senti Support Agreements, the Senti Supporting Stockholders
agree, among other things, that they will not transfer their shares of Class A
Common Stock, subject to certain permitted transfers, for 12 months following
the Closing (such period, the "General Lock-Up"); provided, that if the last
reported sale price of the Class A Common Stock is greater than or equal to
The Senti Support Agreement Amendments amend the Senti Support Agreements such that, among other things, the shares of Class A Common Stock of the Senti Supporting Stockholders who signed the Senti Support Agreement Amendments may not be transferred, subject to certain permitted transfers, for three years following the Closing (such period, "the Extended Lock-Up"). Unlike the General Lock-Up, the Extended Lock-Up does not terminate early based on the share price performance of Class A Common Stock. All other shares of Senti which the Senti Supporting Stockholder held on the date the Senti Support Agreement Amendment was executed or thereafter acquires are subject to the General Lock-Up.
Other than as modified pursuant to the Senti Support Agreement Amendments, the Senti Support Agreements remains in full force and effect. The foregoing descriptions of the Senti Support Agreement Amendments and the Senti Support Agreements do not purport to be complete and are qualified in their entirety by reference to,
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respectively, the full text of the Senti Support Agreement Amendments, the form
of which was previously filed as Exhibit 10.24 to the Form S-4 filed with the
Forward-Looking Statements
This Current Report contains forward-looking statements that are based on
beliefs and assumptions and on information currently available. In some cases,
you can identify forward-looking statements by the following words: "may,"
"will," "could," "would," "should," "expect," "intend," "plan," "anticipate,"
"believe," "estimate," "predict," "project," "potential," "continue," "ongoing"
or the negative of these terms or other comparable terminology, although not all
forward-looking statements contain these words. These statements involve risks,
uncertainties and other factors that may cause actual results, levels of
activity, performance or achievements to be materially different from the
information expressed or implied by these forward-looking statements. Although
we believe that we have a reasonable basis for each forward-looking statement
contained in this Current Report, we caution you that these statements are based
on a combination of facts and factors currently known by us and our projections
of the future, about which we cannot be certain. Forward-looking statements in
this Current Report (including in documents incorporated into this Current
Report by reference) may include, but are not limited to, statements regarding
the proposed Merger, including the timing and structure of the Merger, the
proceeds of the Merger, the initial market capitalization of the combined
company following the Closing and the benefits of the Merger, as well as
statements about the potential attributes and benefits of Senti's product
candidates and the format and timing of Senti's product development activities
and clinical trials. We cannot assure you that the forward-looking statements in
this Current Report will prove to be accurate. These forward-looking statements
are subject to a number of significant risks and uncertainties that could cause
actual results to differ materially from expected results, including, among
others, the ability to complete the Merger due to the failure to obtain approval
from the Company's stockholders or satisfy other closing conditions in the
Business Combination Agreement, the occurrence of any event that could give rise
to the termination of the Business Combination Agreement, the ability to
recognize the anticipated benefits of the Merger, the outcome of any legal
proceedings that may be instituted against the Company or Senti following
announcement of the proposed Merger and related transactions, the impact of
COVID-19 on Senti's business and/or the ability of the parties to complete the
Merger, the ability to obtain or maintain the listing of the Company's Class A
Common Stock on Nasdaq following the proposed Merger, costs related to the
proposed Merger, changes in applicable laws or regulations, the possibility that
the Company or Senti may be adversely affected by other economic, business,
and/or competitive factors and other risks and uncertainties, including those
included under the heading "Risk Factors" in the registration statement on Form
S-4 (the "Registration Statement") filed by the Company with the
Additional Information About the Proposed Merger and Where To Find It
In connection with the proposed Merger, the Company filed the Registration
Statement with the
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INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
The Company and Senti, and certain of their respective directors, executive
officers and other members of management and employees may, under
No Offer or Solicitation
This Current Report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Merger and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
• (d) Exhibits Exhibit No. Description 2.1* Amendment No. 1 to Business Combination Agreement, dated as ofFebruary 12, 2022 , by and amongDynamics Special Purpose Corp. ,Explore Merger Sub, Inc. , andSenti Biosciences, Inc. 10.1* Form of Amendment to Company Stockholder Support Agreement entered into onFebruary 12, 2022 by certain stockholders ofSenti Biosciences, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Previously filed.
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