What changed in this filing

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Item 1. Financial Statements

2021-12-10 compared with 2021-12-10 · 111 added, 141 removed, 278 unchanged (48% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEET

JUNE 30, 2021

(AS RESTATED - SEE NOTE 2)

SEPTEMBER 30, 2021

Current assets:

11 unchanged sentences

Commitments and Contingencies (Note 6

Class A common stock subject to possible redemption, 23,000,000

shares at redemption value

Class A common stock subject to possible redemption, 23,000,000 shares at redemption value

Stockholders’ Deficit

1 unchanged sentence

1,000,000 shares authorized;

no ne issued and outstanding

none issued and outstanding

Class A common stock, $ 0.0001 par value;

1 unchanged sentence

23,715,500 shares issued;

shares outstanding

(excluding 23,000,000

shares subject to possible redemption)

715,500 shares outstanding (excluding 23,000,000 shares subject to possible redemption)

Class B common stock, $ 0.0001 par value;

4 unchanged sentences

Total Stockholders’ Deficit

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

AND STOCK HOLDERS'

The accompanying notes are an integral part of the unaudited condensed financial statements.

1 unchanged sentence

CONDENSED STATEMENTS OF OPERATIONS

(AS RESTATED - SEE NOTE 2)

Ended June 30,

Ended September 30,

For the Period

1 unchanged sentence

2021 (Inception)

Through June 30,

September 30,

Operating and formation costs

3 unchanged sentences

Basic and diluted weighted average shares outstanding , Class A common stock

Basic and diluted net loss per share, Class A Common Stock

Basic and diluted net loss

per share, Class A common stock

Basic and diluted weighted average shares outstanding, Class B common stock

2 unchanged sentences

DYNAMICS SPECIAL PURPOSE CORP.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND FOR THE PERIOD FROM MARCH 1, 2021 (INCEPTION) THROUGH JUNE 30, 2021

(AS RESTATED - SEE NOTE 2)

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR

THE THREE MONTHS ENDED SEPTEMBER 30, 2021, AND FOR

THE PERIOD FROM MARCH 1, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

Class A Common Stock

Class B Common Stock

Stockholder’s

Stockholders’

Equity (Deficit)

3 unchanged sentences

Sale of 715,500 shares of Class A common stock

in private placement to Sponsor,

net of offering

Accretion of redeemable Class A common stock

in private placement to Sponsor, net of

offering costs

to redemption amount

Balance - June 30, 2021

Balance - September 30, 2021

The accompanying notes are an integral part of the unaudited condensed financial statements.

1 unchanged sentence

CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM MARCH 1, 2021 (INCEPTION) THROUGH JUNE 30, 2021

(AS RESTATED - SEE NOTE 2)

FOR THE PERIOD FROM MARCH 1, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

Cash Flows from Operating Activities:

30 unchanged sentences

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

SEPTEMBER 30, 2021

(AS RESTATED)

DESCRIPTION OF

ORGANIZATION AND BUSINESS OPERATIONS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Dynamics Special Purpose Corp.

3 unchanged sentences

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 June 30, 2021, the Company had not commenced any operations.

All activity for the period from March 1, 2021 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below.

As of September 30, 2021, the Company had not commenced any operations.

All activity for the period from March 1, 2021 (inception) through September 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

15 unchanged sentences

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

DYNAMICS SPECIAL PURPOSE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

SEPTEMBER 30, 2021

(AS RESTATED)

$ 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.

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.

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.

8 unchanged sentences

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.

The underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 7) 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

business days thereafter subject to lawfully available funds therefor, redeem the Public Shares at a per-share

DYNAMICS SPECIAL PURPOSE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

SEPTEMBER 30, 2021

(AS RESTATED)

available to fund the redemption of the Public Shares.

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.

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).

1 unchanged sentence

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.

As of June 30, 2021, the Company had $ 1,096,895 in cash held outside of the Trust Account and working capital of 1,823,361 .

The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the proceeds of $ 25,000 from the sale of the Founder Shares, and a loan of up to $ 300,000

under an unsecured and non-interest bearing promissory note (see Note 6).

to the consummation of the Initial Public Offering, the Company’s liquidity will be satisfied through the net proceeds from the private placement held outside of the Trust Account and proceeds made available to the Company under the Working Capital

Loan (as defined in Note 6).

As of September 30, 2021, the Company had $ 984,544 in cash held outside of the Trust Account and working capital of 1,528,721 .

bearing promissory note (see Note 5

Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity will be satisfied through the net proceeds from the private placement held outside of the Trust Account and proceeds made available to the Company under the Working Capital Loan (as defined in Note 5

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing.

Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable and accrued liabilities, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, and structuring, negotiating and consummating the Business Combination.

Uncertainties

DYNAMICS SPECIAL PURPOSE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

(AS RESTATED)

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19

1 unchanged sentence

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In accordance with Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity

(“ASC 480”), subtopic 10, section S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity.

The Company had previously classified a portion of the Public Shares in permanent equity.

Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 .

The Company restated its financial statements to classify all Public Shares as temporary equity and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside of permanent equity .

The reclassification of amounts from permanent equity to temporary equity result in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows.

In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between Class A and Class B shares.

This presentation contemplates a Business Combination as the most likely outcome, in which case, Class A and Class B shares share pro rata in the income and losses of the Company.

The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the periods, indicated:

June 30, 2021

As Previously

Condensed Balance Sheet (unaudited)

Class A common stock subject to possible redemption

Class A common stock

Additional paid-in capital

Accumulated deficit

Total stockholders’ equity (deficit)

Shares of Class A common stock subject to possible redemption

Class A common stock

Condensed Statement of Operations for the Three Months Ended June 30, 2021 (unaudited)

Basic and diluted weighted average shares outstanding, Class A common stock

Basic and diluted net income (loss) per share, Class A common stock

Basic and diluted weighted average shares outstanding, Class B common stock (1)

Basic and diluted net loss per share, Class B common stock

Condensed Statement of Operations for the Period From March 1, 2021 (Inception) Through June 30, 2021 (unaudited)

Basic and diluted weighted average shares outstanding, Class A common stock

Basic and diluted net income (loss) per share, Class A common stock

Basic and diluted weighted average shares outstanding, Class B common stock (1)

Basic and diluted net loss per share, Class B common stock

Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (unaudited)

Sale of 23,000,000 shares of Class A common stock in Initial Public Offering, net of offering costs

( 217,199,768

Sale of 715,500 shares of Class A common stock in private placement to Sponsor, net of offering costs

Class A common stock subject to possible redemption

( 218,774,320

Accretion of redeemable Class A common stock to redemption amount

Condensed Statement of Cash Flows for the Period From March 1, 2021 (Inception) Through June 30, 2021 (unaudited)

Supplemental disclosures of non-cash investing and financing activities

Class A common stock subject to possible redemption

( 218,774,320

Accretion of Class A common stock to redemption amount

Prior to the change in presentation for the Class A common stock subject to possible redemption, the Company applied to two class method of earnings per share, allocating net income between redeemable Class A common stock and non-redeemable Class A and Class B common stock.

As such, a portion of the Class A common stock was included in the weighted average shares outstanding of Class B common stock in the As Previously Reported balances.

DYNAMICS SPECIAL PURPOSE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

(AS RESTATED)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

The accompanying unaudited condensed financial state m

Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

3 unchanged sentences

as filed with the SEC on May 28, 2021 and June 4, 2021.

The interim results for the period from March 1, 2021 (inception) through June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.

The interim results for the period from March 1, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.

Emerging Growth Company

2 unchanged sentences

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

SEPTEMBER 30, 2021

(AS RESTATED)

12 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did no t have any cash equivalents as of June 30, 2021.

The Company did no t have any cash equivalents as of September 30, 2021.

Investments Held in Trust Account

As of June 30, 2021, the assets held in the Trust Account were comprised of U.S.

As of September 30, 2021, the assets held in the Trust Account were comprised of U.S.

government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act, with maturities of 185 days or less, or investments in money market funds that invest in U.S.

7 unchanged sentences

Class A Common Stock Subject to Possible Redemption

shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation.

In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity.

Therefore, all Public Shares have been classified outside of permanent equity.

All of the 23,000,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation.

In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99,

redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity.

Therefore, all Public Shares have

been classified outside of permanent equity.

DYNAMICS SPECIAL PURPOSE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

(AS RESTATED)

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

As of June 30, 2021, the Class A common stock subject to possible redemption reflected in the condensed balance sheet are reconciled in the following table:

Increases or decreases in the carrying amount of rede e

mable common stock are affected by charges against additional paid in capital and accumulated deficit.

As of September 30, 2021

, the Class A common stock subject to possible redemption

reflected in the condensed balance sheet are reconciled in the following table:

Gross proceeds

5 unchanged sentences

and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering.

Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering.

Offering costs consist principally of professional and registration fees incurred related to the Initial Public Offering.

Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity.

Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately.

Accordingly, as of June 30, 2021, offering costs in the aggregate of $ 13,198,430 have been charged to temporary equity (consisting of a

$ 4,600,000 underwriting fee, $ 8,050,000 of deferred underwriting fees, and $ 548,430 of other offering costs).

DYNAMICS SPECIAL PURPOSE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

(AS RESTATED)

The Company incurred offering costs amounting to $ 13,198,430 as a result of the Initial Public Offering (consisting of a $ 4,600,000 underwriting fee, $ 8,050,000 of deferred underwriting fees, and $ 548,430 of other offering costs).

The Company recorded $ 13,181,867 of offering costs as a reduction of temporary equity in connection with the issuance of the Public Shares.

The Company recorded $ 16,563 of offering costs as a reduction of permanent equity in connection with the issua n

ce of the Private Placement Shares.

The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes

6 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is subject to income tax examinations by major taxing authorities since inception.

The provision for income taxes was deemed to be de minimis for the period from March 1, 2021 (inception) through June 30, 2021.

Net Loss Per Common Share

The provision for income taxes was deemed to be de minimis for the period from March 1, 2021 (inception) through September 30, 2021.

DYNAMICS SPECIAL PURPOSE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

(AS RESTATED)

Net Loss Per Share of Common Stock

Net loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period.

1 unchanged sentence

As a result, the calculated net loss per share is the same for Class A and Class B shares of common stock.

As of June 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company.

September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company.

As a result, diluted loss per share is the same as basic loss per share for the periods presented.

The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):

Three Months Ended June 30,

Ended September 30,

For the Period from March 1,

(Inception) Through June 30, 2021

2021 (Inception) Through

September 30, 2021

Basic and diluted net loss per share:

1 unchanged sentence

Basic and diluted net loss per share

DYNAMICS SPECIAL PURPOSE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

(AS RESTATED)

Concentration of Credit Risk

8 unchanged sentences

Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accrued offering costs approximate fair value due to their short-term nature.

The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature.

Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges.

3 unchanged sentences

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

SEPTEMBER 30, 2021

(AS RESTATED)

1 unchanged sentence

for additional information on assets and liabilities measured at fair value.

Recent Accounting

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)

(“ASU 2020-06”)

to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments.

ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021.

The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

12 unchanged sentences

thus, these 750,000 Founder Shares are no longer subject to forfeiture.

Promissory Note - Related Party

On March 8, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow an aggregate of up to $ 300,000 to cover expenses related to the Initial Public Offering.

The Promissory Note was non-interest

bearing and was payable on the earlier of December 31, 2021 or the consummation of the Initial Public Offering.

In April 2021, the Company borrowed $ 250,000 under the Promissory Note which was repaid on May 26, 2021.

DYNAMICS SPECIAL PURPOSE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

(AS RESTATED)

Related Party Loans

2 unchanged sentences

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be

DYNAMICS SPECIAL PURPOSE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

(AS RESTATED)

used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

Up to $ 2,000,000 of such Working Capital Loans may be convertible into shares at a price of $ 10.00 per share at the option of the lender.

The share would be identical to the Private Placement Shares.

The shares would be identical to the Private Placement Shares.

Administrative Support Agreement

18 unchanged sentences

— The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

June 30, 2021, there were no shares of preferred stock issued or outstanding.

As of September 30, 2021, there were no shares of preferred stock issued or outstanding.

DYNAMICS SPECIAL PURPOSE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

(AS RESTATED)

A common stock

1 unchanged sentence

Holders of Class A common stock are entitled to one vote for each share.

June 30, 2021, there were 23,715,500 shares of Class A common stock issued and

outstanding, including

23,000,000 shares of Class A common stock subject to possible redemption.

As of September 30, 2021, there were 23,715,500 shares of Class A common stock issued and outstanding, including 23,000,000 shares of Class A common stock subject to possible redemption.

B common stock

1 unchanged sentence

Holders of Class B common stock are entitled to one vote for each share.

June 30, 2021, there were 5,750,000 shares of Class B common stock issued and outstanding.

As of September 30, 2021, there were 5,750,000 shares of Class B common stock issued and outstanding.

Of the 5,750,000 shares of Class B common stock outstanding, up to 750,000 shares were subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the initial stockholders would collectively own 20 % of the Company’s issued and outstanding common stock after the Initial Public Offering (excluding the Private Placement Shares).

1 unchanged sentence

thus, these shares are no longer subject to forfeiture.

DYNAMICS SPECIAL PURPOSE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

(AS RESTATED)

Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders.

5 unchanged sentences

FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of June 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

DYNAMICS SPECIAL PURPOSE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

(AS RESTATED)

Amount at Fair Value

June 30, 2021

September 30, 2021

Investments held in Trust Account:

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q/A

Item 1. Financial Statements