SecProbe.io

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 Senti Biosciences, Inc.
 2 Corporate Drive, First Floor
 South San Francisco, California 94080

 March 27, 2025

 VIA EDGAR

 Securities and Exchange Commission
 Division of Corporation Finance – Office of Life Sciences
 100 F Street, N.E.
 Washington, D.C. 20549

 Re:

 Senti Biosciences, Inc.
 Registration Statement on Form S-3
 File No. 333-285985
 Request for Acceleration

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Senti Biosciences, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement
 on Form S-3 (File No. 333-285985) (the “Registration Statement”), so that it may become effective at 9:00 am Eastern time on March 31, 2025, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by
 telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

 If you have any questions regarding this request, please contact Maggie Wong, Esq. of Goodwin Procter LLP at (415) 733-6071.

 Very truly yours,

 SENTI BIOSCIENCES, INC.

 By:

 /s/ Timothy Lu

 Name: Timothy Lu

 Title: President & Chief Executive Officer

 Cc: Maggie Wong, Goodwin Procter LLP

        Jesse Fishman, Goodwin Procter LLP

CORRESP
 1
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 Senti Biosciences, Inc.
 2 Corporate Drive, First Floor
 South San Francisco, California 94080

 March 27, 2025

 VIA EDGAR

 Securities and Exchange Commission
 Division of Corporation Finance – Office of Life Sciences
 100 F Street, N.E.
 Washington, D.C. 20549

 Re:

 Senti Biosciences, Inc.
 Registration Statement on Form S-3
 File No. 333-285983
 Request for Acceleration

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as
 amended (the “Act”), Senti Biosciences, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-285983) (the “Registration Statement”), so that it may become effective at 8:00 am Eastern time on March 31, 2025, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by
 telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

 If you have any questions regarding this request, please contact Maggie Wong, Esq. of Goodwin Procter LLP at (415) 733-6071.

 Very truly yours,
 SENTI BIOSCIENCES, INC.

 By:

 /s/ Timothy Lu

 Name: Timothy Lu
 Title: President & Chief Executive Officer

 Cc: Maggie Wong, Goodwin Procter LLP

 Jesse Fishman, Goodwin Procter LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 26, 2025

Timothy Lu
Chief Executive Officer
Senti Biosciences, Inc.
2 Corporate Drive, First Floor
South San Francisco, CA 94080

 Re: Senti Biosciences, Inc.
 Registration Statement on Form S-3
 Filed March 21, 2025
 File No. 333-285985
Dear Timothy Lu:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jessica Dickerson at 202-551-8013 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Swetha Gopalakrishnan, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 26, 2025

Timothy Lu
Chief Executive Officer
Senti Biosciences, Inc.
2 Corporate Drive, First Floor
South San Francisco, CA 94080

 Re: Senti Biosciences, Inc.
 Registration Statement on Form S-3
 Filed March 21, 2025
 File No. 333-285983
Dear Timothy Lu:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jessica Dickerson at 202-551-8013 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Swetha Gopalakrishnan, Esq.
</TEXT>
</DOCUMENT>

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SEC Acceleration Request Letter

 Senti Biosciences, Inc.

2 Corporate Drive, First Floor

South San Francisco, California 94080

September 27, 2022

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance – Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Senti Biosciences, Inc.

Registration Statement on Form S-1

File No. 333-267390

Request for Acceleration

 Ladies and
Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Senti Biosciences, Inc. (the “Company”) hereby
requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-267390) (the “Registration Statement”), so that it may become effective at 4:00 pm Eastern
time on September 29, 2022, or as soon thereafter as practicable.

Very truly yours,

SENTI BIOSCIENCES, INC.

By:

 /s/ Timothy Lu

Name: Timothy Lu

Title: President & Chief Executive Officer

 Cc: Maggie Wong, Goodwin Procter LLP

United States securities and exchange commission logo
September 15, 2022
Timothy Lu, M.D., Ph.D
Chief Executive Officer
Senti Biosciences, Inc.
2 Corporate Drive, First Floor
South San Francisco, CA 94080
Re:Senti Biosciences, Inc.
Registration Statement on Form S-1
Filed September 12, 2022
File No. 333-267390
Dear Dr. Lu:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Swetha Gopalakrishnan, Esq.

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SEC Acceleration Request Letter

 Senti Biosciences, Inc.

2 Corporate Drive, First Floor

South San Francisco, California 94080

August 4, 2022

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance – Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Senti Biosciences, Inc.

Registration Statement on Form S-1

File No. 333-265873

Request for Acceleration

 Ladies and
Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Senti Biosciences, Inc. (the “Company”) hereby
requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-265873) (the “Registration Statement”), so that it may
become effective at 4:00 pm Eastern time on August 8, 2022, or as soon thereafter as practicable.

Very truly yours,

SENTI BIOSCIENCES, INC.

By:

 /s/ Timothy Lu

Name: Timothy Lu

Title: President & Chief Executive Officer

 Cc: Maggie Wong, Goodwin Procter LLP

CORRESP
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SEC Response Letter

 Goodwin Procter LLP

 Three Embarcadero
Center,

 28th Floor

San Francisco, CA 94111

goodwinlaw.com

 +1 415 733 6000

 July 29, 2022

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance – Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Dillon Hagius and Jason Drory

Re:
 Senti Biosciences, Inc.

Registration Statement on Form S-1

Filed June 28, 2022

File No. 333-265873

On behalf of Senti Biosciences, Inc. (the “Company”), we are submitting this letter to the Securities and Exchange Commission (the
“SEC”) via EDGAR in response to the comment letter from the staff of the SEC (the “Staff”), dated July 11, 2022 (the “Comment Letter”), pertaining to the Company’s above-referenced
Registration Statement on Form S-1 (the “Registration Statement”). In connection with such responses, the Company is concurrently filing Amendment No. 1 to the Registration Statement
(“Amendment No. 1 to the Registration Statement”).

 For your convenience, the Staff’s comments are summarized in
this letter, and each comment is followed by the applicable responses on behalf of the Company.

 Registration Statement on Form S-1 filed June 28, 2022

 Cover Page

1.
 For each of the common stock shares being registered for resale, disclose the price that the selling
securityholders paid for such shares.

 RESPONSE: The Company respectfully advises the Staff that it has
revised its disclosure throughout Amendment No. 1 to Form S-1 to include relevant pricing information that the selling securityholders paid for such shares on the prospectus cover and on page 225.

 United States Securities and Exchange Commission

Division of Corporation Finance – Office of Life Sciences

July 29, 2022

  Page
 2

 Cover Page

Prospectus Summary

 Summary Risk Factors, page 7

 Risk Factors, page 77

2.
 We note the significant number of redemptions of your common stock in connection with your business
combination and that the shares being registered for resale will constitute a considerable percentage of your public float. We also note that many of the shares being registered for resale were purchased by the selling securityholders for prices
considerably below the current market price of the common stock. Highlight the significant negative impact sales of shares on this registration statement could have on the public trading price of the common stock.

 RESPONSE: The Company respectfully advises the Staff that it has revised its disclosure throughout Amendment
No. 1 to Form S-1 on the cover page, page 7 and page 77 to include that sales of the Company’s common stock or the perception that such sales may occur could have a significant negative
impact on the trading price of our common stock.

 Prospectus Summary

Background, page 7

3.
 In light of the significant number of redemptions and LifeForce Capital not funding the $16.2 million
pursuant to a certain subscription agreement entered into concurrently with the execution of the Business Combination Agreement in December 2021, expand your discussion of capital resources to address any changes in the company’s liquidity
position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

RESPONSE: The Company respectfully advises the Staff that it has revised its disclosure on page 7 of Amendment No. 1 to Form S-1 to include relevant information regarding the Company’s liquidity position since the business combination and to indicate that the shortfall in cash due to the failure of LifeForce to fund its subscription
amount did not require any material changes to the Company’s business plan at this time. Additionally, the Company has included additional disclosure on page 7 of Amendment No. 1 to Form S-1 to
disclose it will need to raise additional capital to fund its operations and that sales of the offered securities may impair the Company’s ability to raise additional capital.

 United States Securities and Exchange Commission

Division of Corporation Finance – Office of Life Sciences

July 29, 2022

  Page
 3

 Cover Page

Prospectus Summary

 Summary Risk Factors, page 7

 Risk Factors, page 77

4.
 Please expand your discussion here to reflect the fact that this offering involves the potential sale of a
substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common stock.

RESPONSE: The Company respectfully advises the Staff that it has revised its disclosure throughout Amendment No. 1 to Form S-1 on the cover page, page 7 and page 77 to include that sales of the Company’s common stock or the perception that such sales may occur could have a significant negative impact on the trading price of the
Company’s common stock.

 Risk Factors, page 77

5.
 Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant to
this registration statement could have on the public trading price of the common stock. To illustrate this risk, disclose the purchase price of the securities being registered for resale and the percentage that these shares currently represent of
the total number of shares outstanding. Also disclose that even though the current trading price is significantly below the SPAC IPO price, the private investors have an incentive to sell because they will still profit on sales because of the lower
price that they purchased their shares than the public investors.

 RESPONSE: The Company respectfully advises
the Staff that it has revised its disclosure on page 77 of Amendment No. 1 to Form S-1 to include a risk factor that sales of the Company’s common stock or the perception that such sales may occur
could have a significant negative impact on the trading price of our common stock and to disclose the purchase price of the securities being resale and the percentage that these shares currently represent of the total number of shares outstanding.

 Cover Page

 Risk Factors, page 77

Selling Securityholders, page 225

 United States Securities and Exchange Commission

Division of Corporation Finance – Office of Life Sciences

July 29, 2022

  Page
 4

6.
 Revise your prospectus to disclose the price that each selling securityholder paid for the shares being
registered for resale. Highlight any differences in the current trading price, the prices that the sponsor, private placement investors, PIPE investors, and any other selling securityholders acquired their shares, and the price that the public
securityholders acquired their shares. Disclose that while the sponsor, private placement investors, PIPE investors, and any other selling securityholders may experience a positive rate of return based on the current trading price, the public
securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price. Please also disclose the potential profit the selling securityholders will earn
based on the current trading price. Lastly, please include appropriate risk factor disclosure.

 RESPONSE: The
Company respectfully advises the Staff that it has revised its disclosure throughout Amendment No. 1 to Form S-1 on the cover page, page 77 and page 225 to include relevant pricing information that the
selling securityholders paid for such shares. The Company has also highlighted any differences in the current trading prices of the common stock, the prices that the sponsor, private placement investors, PIPE investors, and any other selling
securityholders acquired their shares, and the price that the public securityholders acquired their shares.

*
                 *
                *

 We hope that the foregoing has been responsive to the Staff’s comments. If you have any
questions or comments about this letter or need any further information, please call the undersigned of Goodwin Procter LLP at (415) 733-6071.

Very truly yours,

 /s/ Maggie Wong

Maggie Wong

cc:
 Timothy Lu, M.D., Ph.D, Chief Executive Officer, Senti Biosciences, Inc.

 Deborah Knobelman, Ph.D., Chief Financial Officer, Senti Biosciences, Inc.

 Jocelyn M. Arel, Goodwin Procter LLP

United States securities and exchange commission logo
July 11, 2022
Timothy Lu, M.D., Ph.D
Chief Executive Officer
Senti Biosciences, Inc.
2 Corporate Drive, First Floor
South San Francisco, CA 94080
Re:Senti Biosciences, Inc.
Registration Statement on Form S-1
Filed June 28, 2022
File No. 333-265873
Dear Dr. Lu:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed June 28, 2022
Cover Page
1.For each of the common stock shares being registered for resale, disclose the price that the
selling securityholders paid for such shares.
2.We note the significant number of redemptions of your common stock in connection with
your business combination and that the shares being registered for resale will constitute a
considerable percentage of your public float.  We also note that many of the shares being
registered for resale were purchased by the selling securityholders for prices considerably
below the current market price of the common stock.  Highlight the significant negative
impact sales of shares on this registration statement could have on the public trading price
of the common stock.

 FirstName LastNameTimothy  Lu, M.D., Ph.D
 Comapany NameSenti Biosciences, Inc.
 July 11, 2022 Page 2
 FirstName LastNameTimothy  Lu, M.D., Ph.D
Senti Biosciences, Inc.
July 11, 2022
Page 2
Prospectus Summary
Overview, page 6
3.In light of the significant number of redemptions and LifeForce Capital not funding the
$16.2 million pursuant to a certain subscription agreement entered into concurrently with
the execution of the Business Combination Agreement in December 2021, expand your
discussion of capital resources to address any changes in the company’s liquidity position
since the business combination.  If the company is likely to have to seek additional capital,
discuss the effect of this offering on the company’s ability to raise additional capital.
4.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock.
Risk Factors, page 11
5.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
common stock. To illustrate this risk, disclose the purchase price of the securities being
registered for resale and the percentage that these shares currently represent of the total
number of shares outstanding. Also disclose that even though the current trading price is
significantly below the SPAC IPO price, the private investors have an incentive to sell
because they will still profit on sales because of the lower price that they purchased their
shares than the public investors.
General
6.Revise your prospectus to disclose the price that each selling securityholder paid for the
shares being registered for resale. Highlight any differences in the current trading price,
the prices that the sponsor, private placement investors, PIPE investors, and any other
selling securityholders acquired their shares, and the price that the public securityholders
acquired their shares. Disclose that while the sponsor, private placement investors, PIPE
investors, and any other selling securityholders may experience a positive rate of return
based on the current trading price, the public securityholders may not experience a similar
rate of return on the securities they purchased due to differences in the purchase prices and
the current trading price. Please also disclose the potential profit the selling
securityholders will earn based on the current trading price. Lastly, please include
appropriate risk factor disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration

 FirstName LastNameTimothy  Lu, M.D., Ph.D
 Comapany NameSenti Biosciences, Inc.
 July 11, 2022 Page 3
 FirstName LastName
Timothy  Lu, M.D., Ph.D
Senti Biosciences, Inc.
July 11, 2022
Page 3
statement.
            Please contact Dillon Hagius at 202-551-7967 or Jason Drory at 202-551-8342 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Maggie Wong

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CORRESP

 Dynamics Special Purpose Corp.

2875 El Camino Real

 Redwood City,
California, 94061

 May 12, 2022

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real
Estate & Construction

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Ameen Hamady

Wilson Lee

 Isabel Rivera

Jeffrey Gabor

Re:
 Dynamics Special Purpose Corp.

Registration Statement on Form S-4

File No. 333-262707

Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Dynamics Special Purpose Corp., a Delaware corporation (the “Registrant”), hereby requests acceleration of effectiveness of its registration statement on Form
S-4 (File No. 333-262707), as amended, to 4:00 p.m. Eastern Time on May 13, 2021, or as soon as practicable thereafter.

The Registrant hereby authorizes Alan Denenberg of Davis Polk & Wardwell LLP to orally modify or withdraw this request for acceleration.

Please contact Alan Denenberg of Davis Polk & Wardwell LLP at (650) 996-6413 or alan.denenberg@davispolk.com
with any questions you may have concerning this request, and please notify him when this request for acceleration has been granted.

Very truly yours,

/s/ Mostafa Ronaghi

 Mostafa Ronaghi, Chief Executive Officer,

Dynamics Special Purpose Corp.

cc:
 Alan Denenberg, Davis Polk & Wardwell LLP

CORRESP
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SEC Response Letter

Alan Denenberg

Davis Polk & Wardwell LLP

+1 650 752 2004

1600 El Camino Real

alan.denenberg@davispolk.com

Menlo Park, CA 94025

 May 12, 2022

Re:
 Dynamics Special Purpose Corp.

 Amendment No. 3 to Registration Statement on Form S-4

 Filed May 10, 2022

 File No. 333-262707

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Real Estate & Construction

 100 F
Street, N.E.

 Washington, D.C. 20549

Attn:
 Ameen Hamady

 Wilson Lee

 Isabel Rivera

 Jeffrey Gabor

Ladies and Gentlemen:

 On behalf of our client, Dynamics
Special Purpose Corp. (the “Company”), this letter sets forth the Company’s response to the comment provided by the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission
relating to Amendment No. 3 to the Company’s Registration Statement on Form S-4 (the “Amended Registration Statement”) delivered orally by the Staff. In response to the comment delivered
orally by the Staff, the Company confirms that representatives of BofA Securities, Inc. have orally confirmed to Senti Biosciences, Inc. (“Senti”) and its representatives that they have no present intention to withdraw from or otherwise
modify any representation of Senti described in the Amended Registration Statement.

 Please do not hesitate to contact me at (650) 752 2004 or
alan.denenberg@davispolk.com if you have any questions regarding the foregoing or if we can provide any additional information.

 Very truly yours,

/s/ Alan Denenberg

Alan Denenberg

cc
 Mostafa Ronaghi, Ph.D., Chief Executive Officer, Dynamics Special Purpose Corp.

 Jocelyn Arel, Goodwin Procter LLP

 Michael Patrone, Goodwin Procter LLP

 Maggie Wong, Goodwin Procter LLP

May 12, 2022

CORRESP
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CORRESP

Alan Denenberg

Davis Polk & Wardwell LLP

+1 650 752 2004

1600 El Camino Real

alan.denenberg@davispolk.com

Menlo Park, CA 94025

 April 22, 2022

Re:
 Dynamics Special Purpose Corp.

Amendment No. 1 to Registration Statement on Form S-4

Filed April 1, 2022

 File No. 333-262707

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Real Estate &
Construction

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Ameen Hamady

Wilson Lee

 Isabel Rivera

Jeffrey Gabor

 Ladies and Gentlemen:

On behalf of our client, Dynamics Special Purpose Corp. (the “Company”), this letter sets forth the Company’s responses to the comments
provided by the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission relating to Amendment No. 1 to the Company’s Registration Statement on Form
S-4 (the “First Amended Registration Statement”) contained in the Staff’s letter dated April 19, 2022 (the “Comment Letter”). In response to the comments set forth in the Comment
Letter, the Company has revised the First Amended Registration Statement and is filing Amendment No. 2 to the Registration Statement on Form S-4 (the “Second Amended Registration Statement”)
together with this response letter. The Second Amended Registration Statement also contains certain additional updates and revisions.

 For the convenience
of the Staff, each comment from the Comment Letter is restated below in italics prior to the response to such comment. All references to page numbers and captions (other than those in the Staff’s comments) correspond to pages and captions in
the Second Amended Registration Statement. Capitalized terms not otherwise defined in this response letter have the meaning given to them in the Second Amended Registration Statement.

Amendment No. 1 to Registration Statement on Form S-4 Filed April 1, 2022

Market and Industry Data, page ii

1.
 We note your response to prior comment 3 and reissue the comment. Please revise to clarify that you are
responsible for all disclosure in the prospectus.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page ii of the Second Amended Registration Statement accordingly.

 Background of the Business Combination, page 112

2.
 We note your response to prior comment 9 and reissue the comment. Please provide the exact number of shares
that will have registration rights after the consummation of the business combination.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages xv, 209 and 210 of the Second Amended Registration Statement accordingly.

3.
 We note your response to prior comment 21 and reissue the comment in part. Please clarify whether the
$240,000,000 equity valuation of Senti was subject to any negotiation between the parties.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 123 and 125 of the Second Amended Registration Statement accordingly. The Company confirms that the only negotiations that
occurred in respect of the $240,000,000 equity valuation for Senti are as stated in the Second Amended Registration Statement.

4.
 We note within your disclosure on page 115 you reference financial projections provided by Senti
Biosciences, Inc. to DYNS. Please disclose these projections and discuss in detail how the projections were considered and used by management and the board in evaluating the transaction.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 117 of the Second Amended Registration Statement to clarify the nature of the financial information received, which consisted of
internally prepared analyses related to the anticipated cash requirements for Senti’s business. As a preclinical, biotechnology company, Senti has not historically prepared “projections” and the foregoing analyses were not prepared
with a view toward public disclosure. While the Company considered the financial analyses provided by Senti to be a useful part of the overall due diligence process, it was not material in management’s and the Board’s evaluation of the
potential transaction. The foregoing financial information was not reviewed by the Board in connection with its evaluation of the Business Combination, nor were any such financial analyses provided by the Company or Senti to any of the PIPE
Investors or otherwise used in the process of marketing the Business Combination. Such financial analyses were simply one input in the broader mix of information that the Company’s management used to educate itself in connection with evaluating
whether to pursue the Senti opportunity.

 The Board’s Reasons for Approval of the Business Combination, page 127

5.
 We note your response to prior comment 25 and your revised disclosure on page 127. Please expand your
discussion of the Comparable Company Analysis to identify the specific financial information used in the analyses and provide an illustrated table to show the multiples used in comparison to Senti Biosciences, Inc.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 130 of the Second Amended Registration Statement accordingly. With respect to multiples, the Company confirms that no earnings or
revenue multiples were considered by the DYNS Board due to the early stage nature of Senti’s and the comparable companies’ businesses and the fact that such multiples were not available.

 Unaudited Pro Forma Condensed Financial Information, page 159

6.
 We note your response to prior comment 33. Please further expand your disclosures to disclose the actual
calculation of the 0.1953 assumed exchange ratio rather than merely referring to certain terms in the Business Combination Agreement. In that regard, your disclosures should clearly outline how the exchange ratio was calculated including disclosing
the amounts related to terms such as the Fully Diluted Company Capitalization (as defined in the Business Combination Agreement).

Response:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 169 of the Second Amended Registration Statement accordingly.

 Please do not hesitate to contact me at (650) 752 2004 or alan.denenberg@davispolk.com if you have any questions
regarding the foregoing or if we can provide any additional information.

Very truly yours,

 /s/ Alan Denenberg

Alan Denenberg

cc
 Mostafa Ronaghi, Ph.D., Chief Executive Officer, Dynamics Special Purpose Corp.

Jocelyn Arel, Goodwin Procter LLP

Michael Patrone, Goodwin Procter LLP

Maggie Wong, Goodwin Procter LLP

April 22, 2022

2

United States securities and exchange commission logo
April 19, 2022
Mostafa Ronaghi, Ph.D.
Chief Executive Officer
Dynamics Special Purpose Corp.
2875 El Camino Real
Redwood City, CA, 94061
Re:Dynamics Special Purpose Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed April 1, 2022
File No. 333-262707
Dear Dr. Ronaghi:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 13, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed April 1, 2022
Market and Industry Data, page ii
1.We note your response to prior comment 3 and reissue the comment.  Please
revise to clarify that you are responsible for all disclosure in the prospectus.
Background of the Business Combination, page 112
2.We note your response to prior comment 9 and reissue the comment.  Please provide the
exact number of shares that will have registration rights after the consummation of the
business combination.

 FirstName LastNameMostafa Ronaghi, Ph.D.
 Comapany NameDynamics Special Purpose Corp.
 April 19, 2022 Page 2
 FirstName LastName
Mostafa Ronaghi, Ph.D.
Dynamics Special Purpose Corp.
April 19, 2022
Page 2
3.We note your response to prior comment 21 and reissue the comment in part.  Please
clarify whether the $240,000,000 equity valuation of Senti was subject to any negotiation
between the parties.
4.We note within your disclosure on page 115 you reference financial projections provided
by Senti Biosciences, Inc. to DYNS.  Please disclose these projections and discuss in
detail how the projections were considered and used by management and the board in
evaluating the transaction.
The Board's Reasons for Approval of the Business Combination, page 127
5.We note your response to prior comment 25 and your revised disclosure on page 127.
Please expand your discussion of the Comparable Company Analysis to identify the
specific financial information used in the analyses and provide an illustrated table to
show the multiples used in comparison to Senti Biosciences, Inc.
Unaudited Pro Forma Condensed Financial Information, page 159
6.We note your response to prior comment 33.  Please further expand your disclosures to
disclose the actual calculation of the 0.1953 assumed exchange ratio rather than merely
referring to certain terms in the Business Combination Agreement.  In that regard, your
disclosures should clearly outline how the exchange ratio was calculated including
disclosing the amounts related to terms such as the Fully Diluted Company Capitalization
(as defined in the Business Combination Agreement).
            You may contact Ameen Hamady at 202-551-3891 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Isabel Rivera at 202-551-3518 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Alan Denenberg

CORRESP
1
filename1.htm

CORRESP

 Alan Denenberg

 +1 650 752 2004

alan.denenberg@davispolk.com

 Davis Polk & Wardwell LLP

1600 El Camino Real
Menlo Park, CA 94025

April 1, 2022

Re:

Dynamics Special Purpose Corp.
Registration Statement on Form S-4
Filed February 14, 2022
File No. 333-262707

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Real Estate &
Construction

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:

 Ameen Hamady

 Wilson Lee

Isabel Rivera

 Jeffrey Gabor

 Ladies and Gentlemen:

 On behalf
of our client, Dynamics Special Purpose Corp. (the “Company”), this letter sets forth the Company’s responses to the comments provided by the staff (the “Staff”) of the Division of Corporation Finance of the
U.S. Securities and Exchange Commission relating to the Company’s Registration Statement on Form S-4 (the “Registration Statement”) contained in the Staff’s letter dated
March 13, 2022 (the “Comment Letter”). In response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement and is filing Amendment No. 1 to the Registration Statement on Form S-4 (the “Amended Registration Statement”) together with this response letter. The Amended Registration Statement also contains certain additional updates and revisions.

For the convenience of the Staff, each comment from the Comment Letter is restated below in italics prior to the response to such comment. All references to
page numbers and captions (other than those in the Staff’s comments) correspond to pages and captions in the Amended Registration Statement. Capitalized terms not otherwise defined in this response letter have the meaning given to
them in the Amended Registration Statement.

 Registration Statement on Form S-4 Filed February 14,
2022

 Cover Page

1.

Disclose if the SPAC’s sponsors, directors, officers or their affiliates will participate in the PIPE Investment.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page and on pages vi, xi, xiii, 120, 147 and 218 of the Amended Registration Statement accordingly.

2.

Please revise this section to disclose the post-business combination voting power of (i) DYNS’s sponsor and its affiliates as well as (ii) DYNS’s current public stockholders.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page and on page xiii of the Amended Registration Statement accordingly.

 Market and Industry Data, page ii

3.

Your statements regarding information in the document provided by third-party sources, or based on information from third-party sources, inappropriately implies you are not responsible for the disclosure in the
prospectus. Revise to clarify you are responsible for all disclosure in the prospectus.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page ii of the Amended Registration Statement accordingly.

Questions and Answers About The Proposals, page ix

4.

Please add a question and answer that highlights the business combination consideration, including the relative equity ownership percentage split and the contingency consideration. Also, please include the post
transaction equity value of the combined company and the value of equity to be issued to the Senti shareholders.

Response:

The Company respectfully acknowledges the Staff’s comment and has (a) revised the disclosure on page x to more fully describe the nature of the Business Combination Consideration and the Contingency Consideration,
including the value of the equity to be issued to Senti shareholders and option holders, as applicable, and (b) added a question and answer on page xi which, among other things, describes (i) the relative equity ownership split between the
non-redeeming Public Stockholders, the PIPE Investors, the Sellers and the Sponsor following the consummation of the Business Combination and the PIPE Investment under various redemption scenarios, and
(ii) the expected pro forma post-transaction equity value of New Senti.

5.

Revise your disclosure to show the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim redemption levels.

Response:

The Company respectfully acknowledges the Staff’s comment and has, in the question and answer added on page xi, included a sensitivity analysis showing the potential impact of a range of redemption scenarios on (a) the
equity stakes and voting power of the non-redeeming Public Stockholders, the PIPE Investors, the Sellers and the Sponsor, and (b) the per share book value of shares of New Senti.

6.

We note that certain shareholders agreed to waive their redemption rights. Please describe any consideration provided in exchange for this agreement.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure in the Notice of Special Meeting and on pages xviii, and 107 of the Amended Registration Statement accordingly.

7.

Please add a question and answer that discloses all possible sources and extent of dilution that shareholders who elect not to redeem their shares may experience in connection with the business combination. Provide
disclosure of the impact of each significant source of dilution, including the amount of equity held by founders, at different redemption levels

Response:

The Company respectfully acknowledges the Staff’s comment and has revised its disclosure accordingly. Please see the question and answer added at page xi of the Amended Registration Statement.

8.

It appears that underwriting fees remain constant and are not adjusted based on redemptions. Revise your disclosure to disclose the effective underwriting fee on a percentage basis for shares at each redemption level
presented in your sensitivity analysis related to dilution.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 9 and 111 of the Amended Registration Statement accordingly.

9.

Please revise your disclosures here and on page 200 to quantify the number of shares that will have registration rights following the consummation of the Business
Combination.

April 1, 2022

2

Response:

The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages xiv and 207 of the Amended Registration Statement accordingly.

 Q: What is a Non-Redemption Agreement?, page xiii

10.

Please disclose whether any Non-Redemptions Agreements were entered into with affiliates or interested parties.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page xviii of the Amended Registration Statement accordingly.

 Summary of the Proxy Statement/Prospectus

The Parties

 Senti, page 2

11.

Please revise the summary disclosure concerning Senti to highlight the going concern determinations.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 2 of the Amended Registration Statement accordingly.

 Interests of the Sponsor and DYNS’s Directors and Officers in the Business Combination, page 9

12.

Please quantify the aggregate dollar amount and describe the nature of what the sponsor and its affiliates have at risk that depends on completion of a business combination. Include the current value of securities
held, loans extended, fees due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the
company’s officers and directors, if material.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 10 of the Amended Registration Statement accordingly.

 Risk Factors, page 22

13.

Please disclose the material risks to unaffiliated investors presented by taking Senti public through a merger rather than an underwritten offering. These risks could include, for example, the absence of due diligence
conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 15, 25 and 103 of the Amended Registration Statement accordingly by including an additional risk factor.

 We may be unable to acquire or in-license any relevant third-party
intellectual property rights..., page 58

14.

Please revise to disclose which of Senti’s product candidates and technologies are subject to march-in rights.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 59 of the Amended Registration Statement accordingly to disclose the technologies that are subject to march-in rights.

 New Senti’s amended and restated bylaws designate the Court of Chancery of the State of Delaware..., page 93

15.

We note that the New Senti’s amended and restated bylaws will contain a forum selection provision that identifies the U.S. federal district courts as the exclusive forum for actions arising under the Securities
Act. Please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Please also ensure the disclosure on page 340 is consistent with the disclosure here.

April 1, 2022

3

Response:

The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 94 and 346 of the Amended Registration Statement accordingly. The Company notes that New Senti’s forum selection
provision provides that only certain matters be litigated in the Court of Chancery of the State of Delaware and, as set forth in the Amended Registration Statement, will not apply to any causes of action arising under the Securities Act or the
Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction.

16.

We note that the Delaware Court of Chancery forum provision will not apply to any causes of action arising under the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive
jurisdiction. Please also ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the
Securities Act or Exchange Act. Please also ensure the disclosure on page 340 is consistent with the disclosure here.

Response:

The Company respectfully acknowledges the Staff’s comment. We expect that the Company will continue to include disclosure similar to the disclosure (as revised, pursuant to this response letter) on page 94 of the Amended
Registration Statement in future risk factor disclosures in its Annual Reports on Form 10-K, registration statements or other applicable filings to specify that the forum selection provision does not apply to
any actions arising under the Securities Act or the Exchange Act. In addition, the bylaws of New Senti, which are filed as an Exhibit to the Amended Registration Statement, include language which specifies these exceptions.

 The Sponsor and DYNS’s officers and directors own DYNS Common Stock that will be worthless..., page 94

17.

Please revise this risk factor to more clearly state that because the sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate. Please also highlight this risk in the Summary of the Proxy Statement/Prospectus.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 11, 14 25 and 95 of the Amended Registration Statement accordingly.

 Background of the Business Combination, page 110

18.

Please revise the background section to provide additional detail regarding the “three other potential targets” and to clarify the extent of the negotiations with the three other potential targets that you
ultimately did not pursue. To the extent that any preliminary proposals were submitted, please disclose all material proposal terms, including transaction structure, valuation, and equity split distribution.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 115 and 116 of the Amended Registration Statement accordingly.

19.

Please identify the individuals and/or parties who participated in the meetings and discussions described throughout this section. By way of example only, please identify each of the individuals who participated in
the diligence discussions with Senti from July 19, 2021 to July 29, 2021 and the experts and third-party consultants referenced on page 116.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 114, 115, 116 and 120 of the Amended Registration Statement accordingly. In respect of the experts and third-party
consultants referenced on page 116 of the Registration Statement, these persons are predominantly contacts of the Company’s management team who work in the life science industry (including in the venture capital industry) and who were
consulted by the Company’s management team on a confidential basis for their advice in respect of various technical and other matters. The due diligence work conducted by these individuals and consultants was intended to assist the
Company’s management team in assessing the business and operations of Senti, but was just part of the overall due diligence efforts conducted by the Company’s management. While the Company considered the conduct of the overall due
diligence effort conducted in connection with the Business Combination important to management’s and the Board’s evaluation of the potential transaction, the due diligence performed by such individuals was not individually material and was
not reviewed by the Board in connection with its evaluation of the Business Combination. Such diligence performed by these individuals and consultants was simply one input in the broader mix of information that the Company’s management used to
educate itself in connection with evaluating whether to pursue the Senti opportunity.

April 1, 2022

4

20.

We note your disclosure on page 111 that “[i]ndependently, members of DYNS’s management team heard about Senti from calls with people in their network.” Please disclose, if known, the dates of such
conversations and the individuals involved.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 114 of the Amended Registration Statement accordingly.

21.

Please revise your disclosure in this section to clearly describe how DYNS formulated equity value of Senti equal to $240,000,000. Please also revise to clarify whether this valuation was subject to any negotiation
between the parties.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 121 and 124 of the Amended Registration Statement accordingly.

22.

Please revise to explain in greater detail the materials reviewed in the data room and the “financial analysis conducted by DYNS’s management team” referenced on page 124.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 115, 120, 124, 127 and 129 of the Amended Registra

United States securities and exchange commission logo
March 13, 2022
Mostafa Ronaghi, Ph.D.
Chief Executive Officer
Dynamics Special Purpose Corp.
2875 El Camino Real
Redwood City, CA, 94061
Re:Dynamics Special Purpose Corp.
Registration Statement on Form S-4
Filed February 14, 2022
File No. 333-262707
Dear Dr. Ronaghi:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed February 14, 2022
Cover Page
1.Disclose if the SPAC’s sponsors, directors, officers or their affiliates will participate in the
PIPE Investment.
2.Please revise this section to disclose the post-business combination voting power of (i)
DYNS's sponsor and its affiliates as well as (ii) DYNS's current public stockholders.
Market and Industry Data, page ii
3.Your statements regarding information in the document provided by third-party sources,
or based on information from third-party sources, inappropriately implies you are not

 FirstName LastNameMostafa Ronaghi, Ph.D.
 Comapany NameDynamics Special Purpose Corp.
 March 13, 2022 Page 2
 FirstName LastNameMostafa Ronaghi, Ph.D.
Dynamics Special Purpose Corp.
March 13, 2022
Page 2
responsible for the disclosure in the prospectus.  Revise to clarify you are responsible for
all disclosure in the prospectus.
Questions and Answers About The Proposals, page ix
4.Please add a question and answer that highlights the business combination consideration,
including the relative equity ownership percentage split and the contingency
consideration.  Also, please include the post transaction equity value of the combined
company and the value of equity to be issued to the Senti shareholders.
5.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim
redemption levels.
6.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.
7.Please add a question and answer that discloses all possible sources and extent of dilution
that shareholders who elect not to redeem their shares may experience in connection with
the business combination.  Provide disclosure of the impact of each significant source of
dilution, including the amount of equity held by founders, at different redemption levels.
8.It appears that underwriting fees remain constant and are not adjusted based on
redemptions.  Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
9.Please revise your disclosures here and on page 200 to quantify the number of shares that
will have registration rights following the consummation of the Business Combination.
Q: What is a Non-Redemption Agreement?, page xiii
10.Please disclose whether any Non-Redemptions Agreements were entered into with
affiliates or interested parties.
Summary of the Proxy Statement/Prospectus
The Parties
Senti, page 2
11.Please revise the summary disclosure concerning Senti to highlight the going concern
determinations.
Interests of the Sponsor and DYNS's Directors and Officers in the Business Combination, page 9
12.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket

 FirstName LastNameMostafa Ronaghi, Ph.D.
 Comapany NameDynamics Special Purpose Corp.
 March 13, 2022 Page 3
 FirstName LastName
Mostafa Ronaghi, Ph.D.
Dynamics Special Purpose Corp.
March 13, 2022
Page 3
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide
similar disclosure for the company’s officers and directors, if material.
Risk Factors, page 22
13.Please disclose the material risks to unaffiliated investors presented by taking Senti public
through a merger rather than an underwritten offering. These risks could include, for
example, the absence of due diligence conducted by an underwriter that would be subject
to liability for any material misstatements or omissions in a registration statement.
We may be unable to acquire or in-license any relevant third-party intellectual property rights...,
page 58
14.Please revise to disclose which of Senti's product candidates and technologies are subject
to march-in rights.
New Senti’s amended and restated bylaws designate the Court of Chancery of the State of
Delaware..., page 93
15.We note that the New Senti’s amended and restated bylaws will contain a forum selection
provision that identifies the U.S. federal district courts as the exclusive forum for actions
arising under the Securities Act.  Please also state that investors cannot waive compliance
with the federal securities laws and the rules and regulations thereunder. In that regard, we
note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and
state courts over all suits brought to enforce any duty or liability created by the Securities
Act or the rules and regulations thereunder.  Please also ensure the disclosure on page 340
is consistent with the disclosure here.
16.We note that the Delaware Court of Chancery forum provision will not apply to any
causes of action arising under the Securities Act or the Exchange Act or any other claim
for which the federal courts have exclusive jurisdiction.  Please also ensure that the
exclusive forum provision in the governing documents states this clearly, or tell us how
you will inform investors in future filings that the provision does not apply to any actions
arising under the Securities Act or Exchange Act.  Please also ensure the disclosure on
page 340 is consistent with the disclosure here.
The Sponsor and DYNS's officers and directors own DYNS Common Stock that will be
worthless..., page 94
17.Please revise this risk factor to more clearly state that because the sponsor will benefit
from the completion of a business combination and may be incentivized to complete an
acquisition of a less favorable target company or on terms less favorable to
shareholders rather than liquidate.  Please also highlight this risk in the Summary of the
Proxy Statement/Prospectus.

 FirstName LastNameMostafa Ronaghi, Ph.D.
 Comapany NameDynamics Special Purpose Corp.
 March 13, 2022 Page 4
 FirstName LastName
Mostafa Ronaghi, Ph.D.
Dynamics Special Purpose Corp.
March 13, 2022
Page 4
Background of the Business Combination, page 110
18.Please revise the background section to provide additional detail regarding the “three
other potential targets" and to clarify the extent of the negotiations with the three other
potential targets that you ultimately did not pursue.  To the extent that any preliminary
proposals were submitted, please disclose all material proposal terms, including
transaction structure, valuation, and equity split distribution.
19.Please identify the individuals and/or parties who participated in the meetings and
discussions described throughout this section. By way of example only, please identify
each of the individuals who participated in the diligence discussions with Senti from July
19, 2021 to July 29, 2021 and the experts and third-party consultants referenced on page
116.
20.We note your disclosure on page 111 that "[i]ndependently, members of DYNS's
management team heard about Senti from calls with people in their network." Please
disclose, if known, the dates of such conversations and the individuals involved.
21.Please revise your disclosure in this section to clearly describe how DYNS formulated
equity value of Senti equal to $240,000,000.  Please also revise to clarify whether this
valuation was subject to any negotiation between the parties.
22.Please revise to explain in greater detail the materials reviewed in the data room and the
"financial analysis conducted by DYNS’s management team" referenced on page
124.
23.You disclose that on September 3, 2021, you, Senti, J.P. Morgan, Morgan Stanley, BofA
Securities began discussing the proposed PIPE financing and on September 22, 2021,
began marketing an investment in the PIPE financing. Please disclose who selected the
PIPE investors, the identity of the PIPE investors, and any material relationships between
the PIPE investors and the sponsor, the Companies and their affiliates.
The Board's Reasons for Approval of the Business Combination, page 122
24.We note your disclosure that the board of directors did not obtain a third-party valuation
or fairness opinion. Please describe the substantive factors considered by the board of
directors and management in determining that the business combination is "fair" to
stockholders, as disclosed on page 11.
25.Please describe in greater detail all material analyses the board relied upon in evaluating
the financial aspects of the business combination.  If there were any analyses that did not
support the fairness of the transaction, please include appropriate disclosure.  Please also
revise to clarify whether your board of directors reviewed a comparable company
analysis.  We note your statements on page 113 regarding public comparables.  To the
extent that your board of directors reviewed a comparable company analysis, please
include this analysis in the prospectus.

 FirstName LastNameMostafa Ronaghi, Ph.D.
 Comapany NameDynamics Special Purpose Corp.
 March 13, 2022 Page 5
 FirstName LastNameMostafa Ronaghi, Ph.D.
Dynamics Special Purpose Corp.
March 13, 2022
Page 5
Material U.S. Federal Income Tax Considerations, page 144
26.We note your intention and expectation that the transaction qualify as a reorganization
within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986, as
amended. Please revise your disclosure to more clearly state counsel's tax opinion on
whether the transaction will qualify as a reorganization and include appropriate risk factor
disclosure. In addition, please state in your disclosure that the discussion is the opinion of
tax counsel and identify counsel. Refer to Sections III.B and C of Staff Legal Bulletin 19.
Please also file a tax opinion as an exhibit to the filing or provide us your analysis as to
why you do not believe such an opinion is required.  Refer to Item 601(b)(8) of
Regulation S-K and, for guidance, Section III.A.2 of Staff Legal Bulletin No. 19.
Conflicts of Interest, page 209
27.We note that J.P. Morgan served as the sole book running manager of DYNS's initial
public offering and was engaged as a capital markets advisor in connection with the
business combination, entitling it to receive $7,050,000 of deferred underwriting fees.
Please disclose this conflict of interest in this section and throughout the prospectus, as
appropriate.
28.We note your disclosure that your current charter modifies the corporate opportunities
doctrine.  Please address whether this conflict of interest impacted your search for
a business combination target.
Executive Compensation, page 308
29.Please include a description of the material terms of Deborah Knobelman's employee offer
letter, which you have filed as Exhibit 10.9. Refer to Item 18(a)(7)(ii) of Form S-4.
Beneficial Ownership, page 318
30.Please identify the natural person(s) with voting and/or dispositive control of the shares
held by 8VC in footnote 10 to the beneficial ownership table.
General
31.Please revise the proxy statement/prospectus to ensure that all acronyms and industry
terms are defined when first used. We note several uses of acronyms that are never
defined and whose meaning is not clear from context. For example, in your risk factor
disclosure on page 40 you use "CMO" and in the background section on page 112 you use
"CDA." Refer to Rule 421(b) of the Securities Act of 1933.
32.Please remove the references throughout your prospectus to "first-in-class" or "best-in-
class" product candidates as these descriptions imply an expectation of regulatory
approval and are inappropriate given the length of time and uncertainty with respect to
securing marketing approval.

 FirstName LastNameMostafa Ronaghi, Ph.D.
 Comapany NameDynamics Special Purpose Corp.
 March 13, 2022 Page 6
 FirstName LastName
Mostafa Ronaghi, Ph.D.
Dynamics Special Purpose Corp.
March 13, 2022
Page 6
Registration Statement on Form S-4 filed February 14, 2022
Unaudited Pro Forma Condensed Financial Information, page 153
33.Reference is made to note 4 on page 160.   We note you indicate here and elsewhere
within your filing that the exchange ratio is determined in accordance with the terms of
the Merger Agreement.   Please revise to expand upon how the exchange ratio is
calculated under the terms of the agreement and/or cross-reference to where such
information can be obtained within your filing.
34.Given that the merger will be accounted for as a reverse recapitalization with Senti
BioSciences, Inc. as the accounting acquirer, it appears to us that the expenses incurred by
Dynamics Special Purpose Corp of $7.4 million, disclosed in note 5(d) on page
161 are transaction costs related to the merger that should be expensed as incurred and
recorded in the pro forma statement of operations as a non-recurring item. Please advise or
revise.
35.Reference is made to note 6(f) on page 163.   Please tell us and expand your disclosures to
include a note regarding how the amounts attributed to stock owned by Sponsors and
public stockholders were derived.   Your response should explain how this calculation is
consistent with the guidance outlined within Rule 11-02(a)(9)(ii) of Regulation S-X and
how it reconciles or relates to the historical weighted shares outstanding disclosed on the
statement of operations elsewhere within your filing.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Ameen Hamady at 202-551-3891 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Isabel Rivera at 202-551-3518 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Alan Denenberg

CORRESP
1
filename1.htm

CORRESP

 May 24, 2021

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:    Dynamics Special Purpose Corp.

Registration Statement on Form S-1

Filed May 7, 2021, as amended

File No. 333-255930

Ladies and Gentlemen:

 Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Dynamics Special Purpose Corp. that the effective date of the above-referenced Registration Statement be
accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on May 25, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer, who is reasonably
anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended.

 * * *

[Signature Page Follows]

Very truly yours,

J.P. MORGAN SECURITIES LLC

as Underwriter

By:

 /s/ Peter Castoro

Name: Peter Castoro

Title: Vice President

 [Signature Page to Underwriter Acceleration Request Letter]

CORRESP
1
filename1.htm

CORRESP

 May 24, 2021

VIA EDGAR

 Division of Corporation Finance

Office of Real Estate & Construction

 U.S. Securities
and Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

 Attn:     Ms. Cara Wirth

Re:     Dynamics Special Purpose Corp.

           Registration Statement on Form S-1

            Filed May 7, 2021, as amended

           File No. 333-255930

Dear Ms. Wirth:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended, the undersigned registrant hereby requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. Washington D.C. time on May 25, 2021 or as
soon thereafter as is practicable. By separate letter, the underwriters of the issuance of the securities being registered join in this request for acceleration.

Please do not hesitate to contact H. Oliver Smith of Davis Polk & Wardwell LLP at (212) 450-4636 with
any questions or comments with respect to this letter.

 Sincerely,

Dynamics Special Purpose Corp.

By:

 /s/ Mostafa Ronaghi

Name: Mostafa Ronaghi

Title: Chief Executive Officer

 CC: H. Oliver Smith, Davis Polk & Wardwell LLP

CORRESP
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filename1.htm

SEC Response Letter

 Dynamics Special Purpose Corp.

2875 El Camino Real

 Redwood City,
CA 94061

 May 20, 2021

 Division of Corporation
Finance

 Office of Financial Services

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-3561

Re:
 Dynamics Special Purpose Corp.

Registration Statement on Form S-1

Filed on May 7, 2021

File No. 333-255930

Ladies and Gentlemen:

 Set forth below are the
responses of Dynamics Special Purpose Corp. (the “Company,” “we,” “us” or “our”) to comments received from the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter, dated May 19, 2021, with respect to the Registration Statement on Form
S-1 filed with the Commission on May 7, 2021, File No. 333-255930 (such Registration Statement, the “Registration Statement”).
Concurrently with the submission of this letter, the Company is filing an Amendment No. 1 to the Registration Statement (“Amendment No. 1”). We are separately furnishing to the Staff four
courtesy copies of Amendment No. 1 marked to show the changes made to the Registration Statement.

 For your convenience, each
response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers and captions correspond to the Registration Statement, unless otherwise specified. Capitalized terms used but
not defined herein shall have the meanings given to them in Amendment No. 1.

 Registration Statement on Form
S-1 Filed May 7, 2021

 Principal Stockholders, page 132

1.
 We note your revised disclosure in response to comment 1. You revised footnote 3 to the principal
stockholders table to disclose that the board of managers, consisting of Omid Farokhzad and Mostafa Ronaghi, has voting and dispositive power over the shares held by Dynamics Sponsor LLC. However, other references in your footnote seem to indicate
that there is at least one other natural person serving on the board of managers, including your reference to the “Rule of Three.” Please revise to identify any additional natural person or persons who serve on the board of
managers of Dynamics Sponsor LLC.

 Securities and Exchange Commission

May 20, 2021

  Page
 2

 RESPONSE: In response to the Staff’s comment, the Company has revised its
disclosure on pages 132-133 of Amendment No. 1.

*        *        *
 *        *

 Please direct any questions that you have with respect to the foregoing or if any
additional supplemental information is required by the Staff, please contact H. Oliver Smith of Davis Polk & Wardwell LLP at (212) 450-4000.

Very truly yours,

DYNAMICS SPECIAL PURPOSE CORP.

By:

/s/ Mostafa Ronaghi

Name:

Mostafa Ronaghi

Title:

Chief Executive Officer and Director

 Enclosures

cc:
 H. Oliver Smith, Davis Polk & Wardwell LLP

United States securities and exchange commission logo
May 19, 2021
Mostafa Ronaghi
Chief Executive Officer
Dynamics Special Purpose Corp.
2875 El Camino Real
Redwood City, CA 94061
Re:Dynamics Special Purpose Corp.
Registration Statement on Form S-1
Filed May 7, 2021
File No. 333-255930
Dear Dr. Ronaghi:
            We have reviewed your registration statement and have the following comment.  In our
comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-1 Filed May 7, 2021
Principal stockholders, page 132
1.We note your revised disclosure in response to comment 1.  You revised footnote 3 to the
principal stockholders table to disclose that the board of managers, consisting of Omid
Farokhzad and Mostafa Ronaghi, has voting and dispositive power over the shares held by
Dynamics Sponsor LLC.  However, other references in your footnote seem to indicate that
there is at least one other natural person serving on the board of managers, including your
reference to the "Rule of Three."  Please revise to identify any additional natural person or
persons who serve on the board of managers of Dynamics Sponsor LLC.

 FirstName LastNameMostafa Ronaghi
 Comapany NameDynamics Special Purpose Corp.
 May 19, 2021 Page 2
 FirstName LastName
Mostafa Ronaghi
Dynamics Special Purpose Corp.
May 19, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Cara Wirth at (202) 551-7127 or Erin Jaskot at (202) 551-3442 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Oliver Smith

CORRESP
1
filename1.htm

SEC Response Letter

 Dynamics Special Purpose Corp.

2875 El Camino Real

 Redwood City,
CA 94061

 May 7, 2021

 Division of Corporation Finance

 Office of Financial Services

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549-3561

Re:
 Dynamics Special Purpose Corp.

Draft Registration Statement on Form S-1

Filed on April 2, 2021

CIK No. 0001854270

 Ladies and
Gentlemen:

 Set forth below are the responses of Dynamics Special Purpose Corp. (the “Company,”
“we,” “us” or “our”) to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) by letter, dated April 29, 2021, with respect to the Draft Registration Statement on Form S-1 filed with the Commission on April 2, 2021, CIK
No. 0001854270 (such Registration Statement, the “Registration Statement”). Concurrently with the submission of this letter, the Company is filing an Amendment No. 1 to the Preliminary Proxy Statement
(“Amendment No. 1”). We are separately furnishing to the Staff four courtesy copies of Amendment No. 1 marked to show the changes made to the Registration Statement.

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All
references to page numbers and captions correspond to the Registration Statement, unless otherwise specified. Capitalized terms used but not defined herein shall have the meanings given to them in Amendment No. 1.

Form S-1 filed April 2, 2021

Principal Stockholders, page 143

1.
 Please disclose the natural person or persons who exercise sole or shared voting and/or dispositive power
with respect to the shares held by Dynamics Sponsor LLC.

 RESPONSE:    In response to
the Staff’s comment, the Company has revised its disclosure on page 131-132 of Amendment No. 1.

*    *     *    *    *

 Securities and Exchange Commission

May 7, 2021

 Page 2

 Please direct any questions that you have with respect to the foregoing or if any additional
supplemental information is required by the Staff, please contact H. Oliver Smith of Davis Polk & Wardwell LLP at (212) 450-4000.

 Very truly yours,

 DYNAMICS SPECIAL PURPOSE CORP.

 By:

 /s/ Mostafa Ronaghi

 Name:

 Mostafa Ronaghi

 Title:

 Chief Executive Officer and Director

 Enclosures

cc:
 H. Oliver Smith, Davis Polk & Wardwell LLP

United States securities and exchange commission logo
April 29, 2021
Mostafa Ronaghi
Chief Executive Officer
Dynamics Special Purpose Corp.
2875 El Camino Real
Redwood City, CA 94061
Re:Dynamics Special Purpose Corp.
Draft Registration Statement on Form S-1
Submitted April 2, 2021
CIK No. 0001854270
Dear Dr. Ronaghi:
            We have reviewed your draft registration statement and have the following comment.  In
our comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted April 2, 2021
Principal stockholders, page 143
1.Please disclose the natural person or persons who exercise sole or shared voting and/or
dispositive power with respect to the shares held by Dynamics Sponsor LLC.

 FirstName LastNameMostafa Ronaghi
 Comapany NameDynamics Special Purpose Corp.
 April 29, 2021 Page 2
 FirstName LastName
Mostafa Ronaghi
Dynamics Special Purpose Corp.
April 29, 2021
Page 2
            Please contact Cara Wirth at (202) 551-7127 or Erin Jaskot at (202) 551-3442 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Oliver Smith