Full Press Release Details
DYNAMICS SPECIAL PURPOSE CORP.
INDEX TO FINANCIAL STATEMENT
| Report of Independent Registered Public Accounting Firm | F-2 | |||
| Balance Sheet | F-3 | |||
| Notes to Financial Statement | F-4 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of
Opinion on the Financial Statement
have audited the accompanying balance sheet of Dynamics Special Purpose Corp. (the Company ) as of May 28, 2021, and the related notes (collectively referred to as the financial statement ). In our opinion, the financial
statement presents fairly, in all material respects, the financial position of the Company as of May 28, 2021, in conformity with accounting principles generally accepted in the United States of America.
This financial statement is the
responsibility of the Company s management. Our responsibility is to express an opinion on the Company s financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ( PCAOB ) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control over financial reporting. Accordingly,
we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due
to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
We have served as the Company s auditor 2021.
DYNAMICS SPECIAL PURPOSE CORP.
| ASSETS | ||||
| Current assets: | ||||
| Cash | $ | 2,379,201 | ||
| Prepaid expenses | 38,969 | |||
| Total current assets | 2,418,170 | |||
| Cash held in Trust Account | 230,000,000 | |||
| TOTAL ASSETS | $ | 232,418,170 | ||
| LIABILITIES AND STOCKHOLDERS EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 3,286 | ||
| Accrued expenses | 1,912 | |||
| Accrued offering costs | 364,911 | |||
| Due to related party | 358 | |||
| Total current liabilities | 370,467 | |||
| Deferred underwriting fee payable | 8,050,000 | |||
| Total Liabilities | 8,420,467 | |||
| Commitments (see Note 6) | ||||
| Class A common stock subject to possible redemption, 21,899,770 shares at redemption value | 218,997,700 | |||
| Stockholders Equity | ||||
| Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | ||||
| Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 1,100,230 shares issued and outstanding (excluding 21,899,770 shares subject to possible redemption) | 110 | |||
| Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding | 575 | |||
| Additional paid-in capital | 5,008,154 | |||
| Accumulated deficit | (8,836 | ) | ||
| Total Stockholders Equity | 5,000,003 | |||
| TOTAL LIABILITIES AND STOCKHOLDERS EQUITY | $ | 232,418,170 |
The accompanying notes are an integral part of the financial statement.
DYNAMICS SPECIAL PURPOSE CORP.
NOTES TO FINANCIAL STATEMENT
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY
Dynamics Special Purpose Corp. (the Company ) is a blank check company
incorporated in Delaware on March 1, 2021. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses
(a Business Combination ).
The Company is not limited to a particular industry or geographic region for purposes of consummating a Business
Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of May 28, 2021, the Company had not yet commenced any operations. All activity for the period from March 1, 2021 (inception) through
May 28, 2021 relates to the Company s formation and the initial public offering ( Initial Public Offering ).
statement for the Company s Initial Public Offering was declared effective on May 25, 2021. On May 28, 2021, the Company consummated the Initial Public Offering of 23,000,000 shares of Class A common stock (the Public
Shares ), including 3,000,000 shares of Class A common stock that were issued pursuant to the underwriter s exercise of its over-allotment option in full, at $10.00 per Public Share, generating gross proceeds of $230,000,000, which is
described in Note 3.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 715,500 shares of Class A
common stock (the Private Placement Shares ) at a price of $10.00 per Private Placement Share in a private placement to Dynamics Sponsor LLC (the Sponsor ), generating gross proceeds of $7,155,000, which is described in Note 4.
Transaction costs amounted to $13,173,461 consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, and $523,461 of other
Following the closing of the Initial Public Offering on May 28, 2021, an amount of $230,000,000 ($10.00 per Public Share) from the
net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the Trust Account ), and will be invested only in U.S. government securities with
maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations, as
determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.
The Company s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of
the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination
successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding the deferred
underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns
or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940,
as amended (the Investment Company Act ).
The Company will provide its stockholders with the opportunity to redeem all or a portion of their
Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek
stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, subject to applicable law and stock exchange listing requirements. The stockholders will be entitled to redeem their
shares for a pro rata portion of the amount held in the Trust Account (initially anticipated to be $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the
funds held in the Trust Account and not previously released to the Company to pay its tax obligations.
DYNAMICS SPECIAL PURPOSE CORP.
NOTES TO FINANCIAL STATEMENT
The Company will proceed with a Business Combination if the Company has net tangible assets of at least
$5,000,001 upon consummation of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required under applicable law or stock exchange listing requirements and the
Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the Amended and Restated Certificate of Incorporation ), conduct the
redemptions pursuant to the tender offer rules of the Securities and Exchange Commission ( SEC ), and file tender offer documents with the SEC prior to completing a Business Combination. If the Company seeks stockholder approval in
connection with a Business Combination, the holders of the Founder Shares (as defined in Note 5) have agreed to vote their Founder Shares and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business
Combination and to waive their redemption rights with respect to any such shares in connection with a stockholder vote to approve a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares without voting,
and if they do vote, irrespective of whether they vote for or against the proposed Business Combination.
Notwithstanding the foregoing, if the Company
seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any
affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange Act )), will be
restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company s prior written consent.
The initial stockholders have agreed to waive (a) their redemption rights with respect to any Founder Shares and Public Shares they hold in connection
with the completion of an initial Business Combination, (b) their redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the
Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company s obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not
consummated an initial Business Combination within 24 months from the closing of the Initial Public Offering or with respect to any other provisions relating to stockholders rights or pre-initial
Business Combination activity and (c) their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Placement Shares they hold if the Company fails to complete an initial Business Combination
within 24 months from the closing of the Initial Public Offering. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust
Account if the Company fails to complete a Business Combination within the Combination Period (as defined below).
The Company will have until
May 28, 2023 to complete a Business Combination (the Combination Period ). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to
$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further
liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company s remaining stockholders and board of directors, dissolve and
liquidate, subject in each case to the Company s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
DYNAMICS SPECIAL PURPOSE CORP.
NOTES TO FINANCIAL STATEMENT
The underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 6) held in
the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the
redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Public Share ($10.00).
In order to protect the amounts in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third
party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public
Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable,
provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it
apply to any claims under the Company s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the Securities Act ). The Company
will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company s independent registered accounting firm),
prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Prior to the completion of the Initial Public
Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its Initial Public
Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the
Company s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the date this financial statement is issued and therefore substantial doubt has been alleviated.
Risks and Uncertainties
Management continues to evaluate
the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company s financial position, results of its operations,
and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.