Senti Biosciences, Inc. entered into a definitive business combination agreement to acquire Dynamics Special Purpose Corp. (NasdaqCM:DYNS) from a group of shareholders for approximately $260 million in a reverse merger transaction on December 19, 2021. Under the business combination agreement, Dynamics will acquire all of the outstanding equity interests of Senti in exchange for shares of the Company's Class A common stock, based on an implied Senti equity value of $240 million, to be paid to Senti stockholders at the effective time of the merger. In addition, Senti stockholders will have the right to receive (i) an aggregate of 1 million shares of Class A Common Stock if, after Closing, the volume weighted average price (“VWAP”) of the Class A Common Stock on the Nasdaq Capital Market (“Nasdaq”), or any other national securities exchange on which the shares of Class A Common Stock are then traded, is greater than or equal to $15 over any 20 trading days within any consecutive 30 trading day period, in the period that ends on the second anniversary of the closing, and (ii) an additional 1 million shares of Class A Common Stock in the aggregate if, after Closing, the VWAP of Class A Common Stock on Nasdaq, or any other national securities exchange on which the shares of Class A Common Stock are then traded, is greater than or equal to $20 over any 20 trading days within any consecutive 30 trading day period, in the period that ends on the third anniversary of the closing. Existing Dynamics shareholders, including funds managed by ARK Investment Management LLC, funds and accounts managed by Counterpoint Global (Morgan Stanley Investment Management), Invus, funds and accounts advised by T. Rowe Price Associates, Inc., have, in the aggregate, committed not to redeem over $86 million of Dynamics' publicly traded shares in exchange for receiving approximately 965,000 newly issued shares of common stock, attributable to an equal number of shares currently owned by Dynamics Sponsor LLC, the sponsor of Dynamics, that will be contemporaneously surrendered to the combined company. All existing Senti Bio equity holders will roll the entirety of their equity holdings into the combined company and are expected to hold approximately 40% of the issued and outstanding equity of the combined company immediately following the closing (assuming no Dynamics shareholders exercise their redemption rights at closing). Post-closing, Dynamics Special will hold 40% stake, PIPE investor will hold 11% stake, founder shares will hold 8% stake in combine company.

Upon closing of the transaction, the combined company will be named Senti Biosciences, Inc. and will be led by Tim Lu, Chief Executive Officer and Co-Founder of Senti Bio. The combine company plans to list its common stock on the Nasdaq Capital Market. Upon the Closing, the Company will change its name to “Senti Biosciences, Inc.” and its ticker symbol on the Nasdaq Capital Market is expected to change to “SNTI.” Farokhzad, who is currently serving as Chief Executive Officer and Chair of Seer, and David Epstein, Dynamics board member, will be joining the Senti Bio Board of Directors upon closing of the transaction.

The transaction is subject to approval by Dynamics' and Senti Bio's shareholders, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, net tangible assets of at least $5,000,001 upon consummation of the merger, initial listing application with Nasdaq in connection with the merger has been approved and, immediately following the effective time of the merger, the Company has satisfied any applicable initial and continuing listing requirements of Nasdaq and the shares of the Company's Class A Common Stock have been approved for listing on Nasdaq, subject only to official notice of the issuance thereof, the S-4 Registration Statement has become effective and other customary closing conditions. In addition, Senti's obligations to consummate the merger is subject to the condition that the Closing Available Cash shall be greater than or equal to $150 million. The transaction has been unanimously approved by each of Dynamics' Board of Directors and Senti Bio's Board of Directors. The closing is expected to occur on or about June 8, 2022, subject to the satisfaction or waiver of the conditions contained in the Business Combination Agreement.

Morgan Stanley & Co. LLC acted as financial advisor and Alan Denenberg and Soren Kreider of Davis Polk & Wardwell LLP acted as legal advisors to Dynamics. BofA Securities acted as financial advisor and Jocelyn M. Arel and Michael R. Patrone of Goodwin Procter LLP acted as legal advisors to Senti Bio. Morrow Sodali LLC acted as information agent to Dynamics Special Purpose. DYNS has agreed to pay approximately $37,500 for proxy solicitation services, exclusive of related disbursements and travel expenses. Dynamics Special Purpose Corp. will pay Morgan Stanley a fee of $1 million upon the consummation of the proposed initial business combination.

Senti Biosciences, Inc. completed the acquisition of Dynamics Special Purpose Corp. (NasdaqCM:DYNS) from a group of shareholders in a reverse merger transaction on June 8, 2022. In connection with the consummation of the Business Combination, DYNS changed its corporate name to Senti Biosciences, Inc. The trading will commence on the Nasdaq Global Market under the symbol “SNTI” on June 9, 2022.