As filed with the Securities and Exchange Commission on May 24, 2021.
Registration No. 333-255930
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Dynamics Special Purpose Corp.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 6770 | | 86-2437900 |
(State or other jurisdiction of incorporation or organization) | | (Primary Standard Industrial Classification Code Number) | | (I.R.S. Employer Identification Number) |
2875 El Camino Real
Redwood City, California, 94061
United States of America
Telephone: (408) 212-0200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Omid Farokhzad, Executive Chair
Mostafa Ronaghi, Chief Executive Officer
Mark Afrasiabi, Chief Financial Officer
Rowan Chapman, Chief Business Officer
c/o Dynamics Special Purpose Corp.
2875 El Camino Real
Redwood City, California, 94061
United States of America
Telephone: (408) 212-0200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| | |
Alan F. Denenberg Derek Dostal Oliver Smith Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Telephone: (212) 450-4000 | | Roxane F. Reardon Marisa D. Stavenas Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 455-2000 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | |
| Large accelerated filer | | ☐ | | Accelerated filer | | ☐ |
| | | |
| Non-accelerated filer | | ☒ | | Smaller reporting company | | ☒ |
| | | |
| | | | Emerging growth company | | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| | | | | | | | |
Title of each class of security
being registered | | Amount being
registered | | Proposed maximum
offering price per
security(1) | | Proposed maximum
aggregate offering
price(1) | | Amount of
registration fee(4) |
Class A common stock, $0.0001 par value(1)(2)(3) | | 23,000,000 Shares | | $10.00 | | $230,000,000 | | $25,093 |
Total | | | | | | $230,000,000 | | $25,093 |
| (1) | Estimated solely for the purpose of calculating the registration fee. |
| (2) | Includes 3,000,000 shares of Class A common stock, which may be issued upon exercise of a 45-day option granted to the underwriter to cover over-allotments, if any. |
| (3) | Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
