UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 4, 2021 (May 28, 2021)

DYNAMICS SPECIAL PURPOSE CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-40440	86-2437900
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
2875 El Camino Real Redwood City, California		94061
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (408) 212-0200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	DYNS	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events.

On May 28, 2021, Dynamics Special Purpose Corp. (the “Company”) consummated its initial public offering (“IPO”) of 23,000,000 shares of Class A common stock of the Company, par value $0.0001 per share (the “Shares”). The Shares were sold at a price of $10.00 per Share, generating gross proceeds to the Company of $230,000,000.

Substantially concurrently with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of 715,500 shares of Class A common stock (the “Private Placement Shares”) to Dynamics Sponsor LLC at a purchase price of $10.00 per Private Placement Share, generating gross proceeds to the Company of $7,155,000.

A total of $230,000,000, comprised of $225,400,000 of the net proceeds from the IPO, which includes $8,050,000 of the underwriters’ deferred discount, and $4,600,000 of the proceeds of the sale of the Private Placement Shares, was placed in a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee.

An audited balance sheet as of May 28, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Audited Balance Sheet, as of May 28, 2021

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 4, 2021

DYNAMICS SPECIAL PURPOSE CORP.
By:	/s/ Mark Afrasiabi
	Mark Afrasiabi
	Chief Financial Officer