We are advising Dynamics, a SPAC, on the transaction

Davis Polk is advising Dynamics Special Purpose Corp. on its business combination with Senti Biosciences, Inc. The transaction values the combined company at a pro forma equity value of $601 million. As a result of the transaction, the combined company is expected to have more than $296 million in gross proceeds from a combination of approximately $230.0 million in cash held in Dynamics’ trust account and more than $66 million, at $10.00 per share, from a fully committed PIPE. The transaction, which has been approved by each of Dynamics’ Board of Directors and Senti Bio’s Board of Directors, is expected to be completed in the second quarter of 2022, subject to approval by Dynamics’ and Senti Bio’s shareholders and satisfaction, or the waiver of, customary closing conditions identified in the business combination agreement.

Dynamics, led by Omid Farokhzad, MD, Executive Chair of the board of directors, and Mostafa Ronaghi, PhD, Chief Executive Officer, was formed in May 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination. Senti Bio’s mission is to create a new generation of smarter medicines that outmaneuver complex diseases using novel and unprecedented approaches. To accomplish this, we are building a synthetic biology platform that may enable us to program next-generation cell and gene therapies with what we refer to as Gene Circuits.

The Davis Polk corporate team includes partner Alan F. Denenberg and associates W. Soren Kreider IV, Alex DeGroat, Elsie Cheang and Karen Yang. The tax team includes partner Patrick E. Sigmon and associate Benjamin Helfgott. The intellectual property and technology transactions team includes partner David R. Bauer and associate Hilary Smith. The executive compensation team includes partner Adam Kaminsky. Members of the Davis Polk team are based in the Northern California, New York and Washington DC offices.

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