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Dynamics Special Purpose Corp. - DYNS

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    $9.98

    +0.40%

    DYNS Vol: 13.3K

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SPAC Stats

Market Cap: 236.7M
Average Volume: 57.7K
52W Range: $9.58 - $10.54
Weekly %: -0.30%
Monthly %: -0.99%
Inst Owners: 46

Info

Target: Searching
Days Since IPO: 186
Unit composition:
No Warrant
Trust Size: 20000000.0M

Management

Officers and Directors.” Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented. Following the completion of this offering and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Our officers and directors are, and may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business. There could be overlap between companies that would be suitable for a business combination with us and companies that present an attractive investment opportunity for our directors or officers, and entities with which they currently are or may in the future be affiliated. Our officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and other entities to which they owe certain fiduciary or contractual duties. Any such opportunities may present additional conflicts of interest in pursuing an acquisition target, and our directors and officers may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and 59 Table of Contents would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. For a complete discussion of our officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see the sections of this prospectus entitled “Management—Officers and Directors,” “Management—Conflicts of Interest” and “Certain Relationships and Related Party Transactions.” Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into an initial business combination with a target business that is affiliated with our sponsor, our directors or officers, although we do not intend to do so. We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours. Risks relating to our securities You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares, potentially at a loss. Our public stockholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those shares of Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) the redemption of our public shares if we do not complete an initial business combination within 24 months from the closing of this offering or during any Extension Period, subject to applicable law and as further described herein. In no other circumstances will a public stockholder have any right or interest of any kind in the trust account. Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. Our shares of Class A common stock have been approved for listing on Nasdaq. Although after giving effect to this offering we expect to meet the minimum initial listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities will continue to be listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and stock price levels. In general, we must maintain a minimum amount in stockholders’ equity (generally $2,500,000) and a minimum of 300 public holders. Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our stock 60 Table of Contents price would generally be required to be at least $4.00 per share, our stockholders’ equity would generally be required to be at least $5,000,000 and we would be required to have a minimum of 300 round-lot holders of our unrestricted securities (with at least 50% of such round-lot holders holding unrestricted securities with a market value of at least $2,500). We cannot assure you that we will be able to meet those initial listing requirements at that time. If Nasdaq delists any of our securities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including: • a limited availability of market quotations for our securities; • reduced liquidity for our securities; • a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; • a limited amount of news and analyst coverage; and • a decreased ability to issue additional securities or obtain additional financing in the future. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our Class A common stock is listed on Nasdaq, shares of our Class A common stock will be covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities, including in connection with our initial business combination. Our sponsor paid an aggregate of $25,000, or approximately $0.004 per share of Class B common stock, and, accordingly, you will experience immediate and substantial dilution from your purchase of our Class A common stock. The difference between the public offering price per share and the pro forma net tangible book value per share of our Class A common stock after this offering constitutes the dilution to you and the other investors in this offering. Our sponsor acquired the shares of Class B common stock at a nominal price, significantly contributing to this dilution. Upon the closing of this offering, you and the other public stockholders will incur an immediate and substantial dilution of approximately 92.6% (or $9.26 per share, assuming no exercise of the underwriter’s over-allotment option), the difference between the pro forma net tangible book value per share of $0.74 and the initial offering price of $10.00 per share. In addition, because of the anti-dilution rights of the Class B common stock, any equity or equity-linked securities issued or deemed issued in connection with our initial business combination would be disproportionately dilutive to our Class A common stock. The nominal purchase price paid by our sponsor for the founder shares may significantly dilute the implied value of your public shares in the event we complete an initial business combination. In addition, the value of the sponsor’s founder shares will be significantly greater than the amount our sponsor paid to purchase such 61 Table of Contents shares in the event we complete an initial business combination, even if the business combination causes the trading price of our Class A common stock to materially decline. Our sponsor has committed to invest an aggregate of $6,580,000 in us in connection with this offering, comprised of the $25,000 purchase price for the founder shares and the $6,555,000 purchase price for the private placement shares. We are offering shares of our Class A common stock to the public at an offering price of $10.00 per share, and the amount in our trust account is initially anticipated to be $10.00 per public share, implying an initial value of $10.00 per public share. However, because the sponsor paid only a nominal purchase price of approximately $0.004 per share for the founder shares, the value of your public shares may be significantly diluted as a result of the automatic conversion of our sponsor’s founder shares into shares of Class A common stock upon our completion of an initial business combination. The following table shows the public shareholders’ and our sponsor’s investment per share and how these compare to the implied value of one share of Class A common stock upon the completion of our initial business combination. The following table assumes that (i) our valuation is $200,000,000 (which is the amount we would have in the trust account for our initial business combination assuming the underwriter’s over-allotment option is not exercised), (ii) no interest is earned on the funds held in the trust account, (iii) no public shares are redeemed in connection with our initial business combination and (iv) all founder shares are held by our sponsor upon completion of our initial business combination, and does not take into account other potential impacts on our valuation at the time of the initial business combination such as (i) the value of our public and private placement shares, (ii) the trading price of our public shares, (iii) the initial business combination transaction costs (including payment of $7,000,000 of deferred underwriting commissions), (iv) any equity issued or cash paid to the target’s sellers, (v) any equity issued to other third party investors, or (vi) the target’s business itself. Class A common stock held by public shareholders 20,000,000 Class A common stock held by our sponsor 655,500 Class B common stock held by our sponsor 5,000,000 Total common stock 25,655,500 Total funds in trust available for initial business combination $ 200,000,000 Public shareholders’ investment per share of Class A common stock. $ 10.00 Our sponsor’s total investment per share of common stock(1) $ 1.16 Implied value per share of Class A common stock upon the initial business combination(2) $ 7.80 (1) The sponsor’s total investment in the equity of the company, inclusive of the founder shares and the sponsor’s $6,555,000 investment in shares of our Class A common stock, is $6,580,000. (2) All founder shares held by our sponsor would automatically convert into shares of Class A common stock upon completion of our initial business combination. Based on these assumptions, each share of our Class A common stock would have an implied value of $7.80 per share upon completion of our initial business combination, representing a 22% decrease from the initial implied value of $10.00 per public share. While the implied value of $7.80 per share of Class A common stock upon completion of our initial business combination would represent a dilution to our public shareholders, this would represent a significant increase in value for our sponsor relative to the price it paid for each founder share. At $7.80 per share of Class A common stock, the 5,655,500 shares of Class A common stock that the sponsor would own upon completion of our initial business combination (after automatic conversion of the sponsor’s 5,000,000 founder shares) would have an aggregate implied value of $44,112,900. As a result, even if the trading price of our Class A common stock significantly declines, the value of the founder shares held by our sponsor will be significantly greater than the amount our sponsor paid to purchase such shares. In addition, our sponsor could potentially recoup its entire investment in our company even if the trading price of our Class A common stock after the initial business combination is as low as $1.16 per share. As a result, our sponsor is 62 Table of Contents likely to earn a substantial profit on its investment in us upon disposition of its shares of Class A common stock even if the trading price of our Class A common stock declines after we complete our initial business combination even if the value of the public shares declines significantly. Our sponsor may therefore be economically incentivized to complete an initial business combination with a riskier, weaker-performing or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares. The determination of the offering price of our Class A common stock and the size of this offering is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering price of our shares properly reflects the value of such shares than you would have in a typical offering of an operating company. Prior to this offering there has been no public market for any of our securities. The public offering price of the shares of our Class A common stock were negotiated between us and the underwriter. In determining the size of this offering, management held customary organizational meetings with representatives of the underwriter, both prior to our inception and thereafter, with respect to the state of capital markets generally, and the amount the underwriter believed it reasonably could raise on our behalf. Factors considered in determining the size of this offering, price and terms of the Class A common stock include: • the history and prospects of companies whose principal business is the acquisition of other companies; • prior offerings of those companies; • our prospects for acquiring an operating business; • a review of debt to equity ratios in leveraged transactions; • our capital structure; • an assessment of our management and their experience in identifying operating companies; • general conditions of the securities markets at the time of this offering; and • other factors as were deemed relevant. Although these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities of an operating company in a particular industry since we have no historical operations or financial results. There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities. There is currently no market for our securities. Stockholders therefore have no access to information about prior market history on which to base their investment decision. Following this offering, the price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions, including as a result of the ongoing COVID-19 pandemic or other events. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained. General risk factors We are a newly formed company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. We are a newly formed company with no operating results, and we will not commence operations until obtaining funding through this offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning 63 Table of Contents an initial business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues. Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability continue as a “going concern.” At March 8, 2021 the Company had no cash and a working capital deficit of $150,279. Further, we have incurred and expect to continue to incur significant costs in pursuit of our finance and acquisition plans. Management’s plans address this need for capital through this offering are discussed in the section of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We cannot assure you that our plans to raise capital or to consummate and initial business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this prospectus do not include any adjustments that might result from our inability to consummate this offering or our inability to continue as a going concern. Past perf

Holder Stats

1 0
% of Shares Held by All Insider 3.02%
% of Shares Held by Institutions 91.60%
% of Float Held by Institutions 94.45%
Number of Institutions Holding Shares 46

Mutual Fund Holders

Holder Shares Date Reported Value % Out
ARK ETF Tr-ARK Genomic Revolution ETF 2313442 2021-09-29 22995613 9.75
Morgan Stanley Inst Fund Inc-Inception Port 1892696 2021-06-29 18813398 7.980000000000001
Price (T.Rowe) New Horizons Fund 1457618 2021-06-29 14488722 6.150000000000001
EQ Advisors Trust-EQ/Morgan Stanley Small Cap Growth Port 330300 2021-06-29 3283182 1.39
Price (T.Rowe) New Horizons Trust 187011 2021-06-29 1858889 0.79
AQR Funds-AQR Diversified Arbitrage Fd 100000 2021-06-29 994000 0.42
Fidelity NASDAQ Composite Index Fund 34157 2021-08-30 338837 0.13999999999999999
John Hancock Fds II-Health Sciences Fund 26772 2021-08-30 265578 0.11
John Hancock Var Ins Tr-Health Sciences Tr 18789 2021-06-29 186762 0.08
EQ Advisors Trust-EQ/T. Rowe Price Health Sciences Port 13193 2021-06-29 131138 0.06

Institutional Holders

Reporting Date Hedge Fund Shares Held Market Value % of Portfolio Quarterly Change in Shares Ownership in Company
2021-11-16 Schonfeld Strategic Advisors LLC 179,902 $1,790,000 0.0% -10.0% 0.759%
2021-11-16 Jane Street Group LLC 302,725 $3,010,000 0.0% +0.9% 1.277%
2021-11-16 Millennium Management LLC 440,846 $4,380,000 0.0% +1.1% 1.859%
2021-11-15 Ancora Advisors LLC 3,000 $30,000 0.0% 0 0.013%
2021-11-15 Pura Vida Investments LLC 255,700 $2,540,000 0.1% +2.3% 1.078%
2021-11-15 Tudor Investment Corp Et Al 35,586 $350,000 0.0% -28.8% 0.150%
2021-11-15 Marshall Wace LLP 493,588 $4,910,000 0.0% +23.4% 2.081%
2021-11-15 Morgan Stanley 2,890,705 $28,730,000 0.0% -0.1% 12.189%
2021-10-13 FNY Investment Advisers LLC 237,597 $2,360,000 1.1% 0 1.002%
2021-08-25 Marshall Wace LLP 400,000 $3,980,000 0.0% 0 1.687%
2021-08-23 Morgan Stanley 2,894,229 $28,770,000 0.0% 0 12.204%
2021-08-18 Blackstone Inc 300,000 $2,980,000 0.0% 0 1.265%
2021-08-17 Woodline Partners LP 2,000,000 $19,880,000 0.4% 0 8.433%
2021-08-17 Millennium Management LLC 435,896 $4,330,000 0.0% 0 1.838%
2021-08-17 Price T Rowe Associates Inc. MD 3,000,000 $29,820,000 0.0% 0 12.650%
2021-08-17 Citadel Advisors LLC 180,403 $1,790,000 0.0% 0 0.761%
2021-08-17 Caas Capital Management LP 92,900 $920,000 0.0% 0 0.392%
2021-08-16 CNH Partners LLC 217,505 $2,160,000 0.1% 0 0.917%
2021-08-16 Blackstone Inc 300,000 $2,980,000 0.0% 0 1.265%
2021-08-16 Redmile Group LLC 2,012,900 $20,010,000 0.3% 0 8.488%
2021-08-16 Alberta Investment Management Corp 200,000 $1,990,000 0.0% 0 0.843%
2021-08-16 Tudor Investment Corp Et Al 50,000 $500,000 0.0% 0 0.211%
2021-08-16 Morgan Stanley 2,894,229 $28,770,000 0.0% 0 12.204%
2021-08-16 Schonfeld Strategic Advisors LLC 199,939 $1,990,000 0.0% 0 0.843%
2021-08-16 Maven Securities LTD 115,316 $1,150,000 0.0% 0 0.486%
2021-08-16 Cinctive Capital Management LP 300,000 $2,980,000 0.1% 0 1.265%
2021-08-16 Goldman Sachs Group Inc. 82,495 $820,000 0.0% 0 0.348%
2021-08-13 Glazer Capital LLC 21,755 $220,000 0.0% 0 0.092%
2021-08-13 Geode Capital Management LLC 34,157 $340,000 0.0% 0 0.144%
2021-08-11 Panagora Asset Management Inc. 10,680 $110,000 0.0% 0 0.042%
2021-08-11 CVI Holdings LLC 190,200 $1,890,000 0.1% 0 0.741%
2021-08-10 Nicholas Investment Partners LP 175,000 $1,740,000 0.1% 0 0.682%
2021-08-06 HighTower Advisors LLC 109,000 $1,090,000 0.0% 0 0.425%
2021-08-06 Magnetar Financial LLC 600,000 $5,960,000 0.1% 0 2.339%
2021-08-06 Segantii Capital Management Ltd 100,000 $990,000 0.0% 0 0.390%
2021-08-05 III Capital Management 100,000 $990,000 0.1% 0 0.390%
2021-08-05 ARK Investment Management LLC 2,086,512 $20,740,000 0.0% 0 8.131%

SEC Filings

Form Type Form Description Filing Date Document Link
10-Q FORM 10-Q 2021-11-10 https://www.sec.gov/Archives/edgar/data/1854270/000119312521326184/d198195d10q.htm
SC 13G SC 13G 2021-09-10 https://www.sec.gov/Archives/edgar/data/1854270/000110465921114592/tm2127276d5_sc13g.htm
10-Q 10-Q 2021-08-06 https://www.sec.gov/Archives/edgar/data/1854270/000119312521239260/d80373d10q.htm
10-Q 10-Q 2021-07-02 https://www.sec.gov/Archives/edgar/data/1854270/000119312521207653/d148364d10q.htm
SC 13G MS INITIAL 2021-06-10 https://www.sec.gov/Archives/edgar/data/1854270/000089542121000394/DynamicsSpecialPurpose.txt
SC 13G 2021-06-10 https://www.sec.gov/Archives/edgar/data/1854270/000008025521001420/dyns13gmay21.txt
SC 13G SC 13G 2021-06-07 https://www.sec.gov/Archives/edgar/data/1854270/000110465921077658/tm2118858d1_sc13g.htm
8-K 8-K 2021-06-04 https://www.sec.gov/Archives/edgar/data/1854270/000119312521182912/d137487d8k.htm
8-K 8-K 2021-05-28 https://www.sec.gov/Archives/edgar/data/1854270/000119312521177094/d570652d8k.htm
424B5 424B5 2021-05-27 https://www.sec.gov/Archives/edgar/data/1854270/000119312521175561/d51061d424b5.htm
EFFECT 2021-05-25 https://www.sec.gov/Archives/edgar/data/1854270/999999999521002108/xslEFFECTX01/primary_doc.xml
3 FORM 3 SUBMISSION 2021-05-25 https://www.sec.gov/Archives/edgar/data/1854270/000089924321020639/xslF345X02/doc3.xml
3 FORM 3 SUBMISSION 2021-05-25 https://www.sec.gov/Archives/edgar/data/1854270/000089924321020634/xslF345X02/doc3.xml
3 FORM 3 SUBMISSION 2021-05-25 https://www.sec.gov/Archives/edgar/data/1854270/000089924321020633/xslF345X02/doc3.xml
3 FORM 3 SUBMISSION 2021-05-25 https://www.sec.gov/Archives/edgar/data/1854270/000089924321020632/xslF345X02/doc3.xml
3 FORM 3 SUBMISSION 2021-05-25 https://www.sec.gov/Archives/edgar/data/1854270/000089924321020629/xslF345X02/doc3.xml
3 FORM 3 SUBMISSION 2021-05-25 https://www.sec.gov/Archives/edgar/data/1854270/000089924321020627/xslF345X02/doc3.xml
3 FORM 3 SUBMISSION 2021-05-25 https://www.sec.gov/Archives/edgar/data/1854270/000089924321020622/xslF345X02/doc3.xml
3 FORM 3 SUBMISSION 2021-05-25 https://www.sec.gov/Archives/edgar/data/1854270/000089924321020619/xslF345X02/doc3.xml
CERT 2021-05-25 https://www.sec.gov/Archives/edgar/data/1854270/000135445721000592/8A_Cert_DYNS.pdf
8-A12B FORM 8-A12B 2021-05-25 https://www.sec.gov/Archives/edgar/data/1854270/000119312521171915/d174490d8a12b.htm
CORRESP 2021-05-24 https://www.sec.gov/Archives/edgar/data/1854270/000119312521170803/filename1.htm
CORRESP 2021-05-24 https://www.sec.gov/Archives/edgar/data/1854270/000119312521170800/filename1.htm
S-1/A S-1/A #2 2021-05-24 https://www.sec.gov/Archives/edgar/data/1854270/000119312521170612/d189096ds1a.htm
S-1/A S-1/A 2021-05-21 https://www.sec.gov/Archives/edgar/data/1854270/000119312521168109/d51061ds1a.htm
CORRESP 2021-05-20 https://www.sec.gov/Archives/edgar/data/1854270/000119312521168121/filename1.htm
UPLOAD 2021-05-19 https://www.sec.gov/Archives/edgar/data/1854270/000000000021006359/filename1.pdf
CORRESP 2021-05-07 https://www.sec.gov/Archives/edgar/data/1854270/000119312521155079/filename1.htm
S-1 FORM S-1 2021-05-07 https://www.sec.gov/Archives/edgar/data/1854270/000119312521155075/d51061ds1.htm
UPLOAD 2021-04-29 https://www.sec.gov/Archives/edgar/data/1854270/000000000021005507/filename1.pdf
DRS 2021-04-02 https://www.sec.gov/Archives/edgar/data/1854270/000095012321004198/filename1.htm