Item 1.01 Entry into a Material Definitive Agreement.
Amendment to the Business Combination Agreement
On
Amendment No. 2 amends the Business Combination Agreement to reflect the entry
by the Company and Senti into a subscription agreement (the "Note Subscription
Agreement") with
Other than as amended pursuant to Amendment No. 2, the Business Combination
Agreement remains in full force and effect. The foregoing descriptions of
Amendment No. 2 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 Amendment No. 2, which is Exhibit 2.1 hereto, and of the Business
Combination Agreement, a copy of which was filed as Exhibit 2.1 to the Current
Report on Form 8-K filed with the
Note Subscription Agreement and Note Issuance
On
In connection with the Note Subscription Agreement, on
The foregoing descriptions of the Note Subscription Agreement and the Note are qualified in their entirety by the full text of the Note Subscription Agreement and the Note, copies of which are filed as Exhibit 10.1 and 10.2 hereto and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure
On
The foregoing information, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act.
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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, the conversion
and/or cancellation and exchange of the Note pursuant to its terms, 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
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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
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. 2 to Business Combination Agreement, dated as ofMay 19, 2022 , by and amongDynamics Special Purpose Corp. ,Explore Merger Sub, Inc. , andSenti Biosciences, Inc. 10.1 Note Subscription Agreement by and among Senti, the Company andBayer HealthCare LLC , dated as ofMay 19, 2022 10.2 Convertible Promissory Note by and between Senti, the Company andBayer HealthCare LLC , dated as ofMay 19, 2022 99.1 Press Release, dated as ofMay 24, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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