0001193125-22-067994 | 10-K | XBRL Viewer | Dynamics Special Purpose Corp

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Consolidated Balance Sheet	Dec. 31, 2021 USD ($)
Current assets
Cash	$ 889,323
Prepaid expenses	408,042
Total current assets	1,297,365
Prepaid expenses - noncurrent	150,514
Investments held in Trust Account	230,008,784
TOTAL ASSETS	231,456,663
Current liabilities:
Accounts payable and other current liabilities	39,520
Accrued professional fees and other expenses	3,078,822
Franchise tax payable	163,839
Total current liabilities	3,282,181
Deferred underwriting fee payable	7,050,000
Total Liabilities	10,332,181
Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption, 23,000,000 shares at redemption value	230,000,000
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0
Additional paid-in capital	0
Accumulated deficit	(8,876,165)
Total Stockholders' Deficit	(8,875,518)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	231,456,663
Common Class A [Member]
Stockholders' Deficit
Common Stock, Value	72
Common Class B [Member]
Stockholders' Deficit
Common Stock, Value	$ 575

Consolidated Balance Sheet (Parenthetical) - $ / shares	Dec. 31, 2021	May 28, 2021
Preferred stock, par value	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common Class A [Member]
Shares subject to possible redemption	23,000,000
Common stock, par value	$ 0.0001
Common stock, shares authorized	100,000,000
Common stock, shares issued	23,715,500
Common stock, shares outstanding	715,500
Shares Issued, Price Per Share	$ 10.00	$ 10.00
Common Class B [Member]
Common stock, par value	$ 0.0001
Common stock, shares authorized	10,000,000
Common stock, shares issued	5,750,000
Common stock, shares outstanding	5,750,000

Consolidated Statement of Operations	10 Months Ended
Consolidated Statement of Operations	Dec. 31, 2021 USD ($) $ / shares shares
Professional fees and other expenses	$ 3,702,033
Franchise tax expense	163,839
Loss from operations	(3,865,872)
Interest and dividend income on investments held in Trust Account	8,784
Net Loss	$ (3,857,088)
Common Class A [Member]
Basic and diluted weighted average shares outstanding \| shares	16,872,995
Basic and diluted net loss per share \| $ / shares	$ (0.17)
Common Class B [Member]
Basic and diluted weighted average shares outstanding \| shares	5,418,853
Basic and diluted net loss per share \| $ / shares	$ (0.17)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Consolidated Statement of Changes in Stockholders' Deficit - 10 months ended Dec. 31, 2021 - USD ($)	Total	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Balance at beginning period at Feb. 28, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at beginning period, Shares at Feb. 28, 2021		0	0
Issuance of Class B common stock to Sponsor	25,000	$ 0	$ 575	24,425	0
Issuance of Class B common stock to Sponsor, Shares		0	5,750,000
Sale of 715,500 shares of Class A common stock in private placement to Sponsor, net of offering costs, Shares		715,500	0
Sale of 715,500 shares of Class A common stock in private placement to Sponsor, net of offering costs	7,138,437	$ 72	$ 0	7,138,365	0
Remeasurement of redeemable Class A common stock to redemption amount, Shares		0	0
Remeasurement of redeemable Class A common stock to redemption amount	(13,181,867)	$ 0	$ 0	(7,162,790)	(6,019,077)
Waiver of deferred underwriting commissions by underwriter, Shares		0	0
Waiver of deferred underwriting commissions by underwriter	1,000,000	$ 0	$ 0	0	1,000,000
Net loss	(3,857,088)	$ 0	$ 0	0	(3,857,088)
Balance at end of period, Shares at Dec. 31, 2021		715,500	5,750,000
Balance at end of period at Dec. 31, 2021	$ (8,875,518)	$ 72	$ 575	$ 0	$ (8,876,165)

Consolidated Statement of Changes in Stockholders' Deficit (Parenthetical)	10 Months Ended
	Dec. 31, 2021 shares
Private Placement [Member]
Stock shares issued during the period new issues	715,500

Consolidated Statement of Cash Flows	10 Months Ended
Consolidated Statement of Cash Flows	Dec. 31, 2021 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (3,857,088)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest and dividend income on investments held in Trust Account	(8,784)
Changes in operating assets and liabilities:
Prepaid expenses	(558,556)
Accounts payable and other current liabilities	39,520
Accrued professional fees and other expenses	3,078,822
Franchise tax payable	163,839
Net cash used in operating activities	(1,142,247)
Cash Flows from Investing Activities:
Cash deposited into Trust Account	(230,000,000)
Net cash used in investing activities	(230,000,000)
Cash Flows from Financing Activities:
Proceeds from promissory note—related party	250,000
Repayment of promissory note—related party	(250,000)
Proceeds from initial public offering, net of underwriting discount paid	225,400,000
Proceeds from sale of private placement shares	7,155,000
Payment of offering costs	(523,430)
Net cash provided by financing activities	232,031,570
Net Change in Cash	889,323
Cash—Beginning of period	0
Cash—End of period	889,323
Supplemental disclosures of non-cash investing and financing activities:
Remeasurement of Class A common stock subject to redemption to redemption value	13,181,867
Deferred underwriting fee payable	8,050,000
Offering costs paid in exchange for issuance of Class B common stock to Sponsor	25,000
Waiver of deferred underwriting commissions by underwriter	$ 1,000,000

Description of Organization and Business Operations	10 Months Ended
Description of Organization and Business Operations	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Dynamics Special Purpose Corp. (the “Company”) is a blank check company incorporated in Delaware on March 1, 2021. As used herein, “the Company” refers to Dynamics Special Purpose Corp. and its wholly- owned and controlled subsidiary, Explore Merger Sub, Inc. (“Merger Sub”), unless the context indicates otherwise. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. 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 December 31, 2021, the Company had not commenced any operations. All activity for the period from March 1, 2021 (inception) through December 31, 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 and negotiating and entering into binding agreements in respect of such Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Initial Public Offering was declared effective on May 25, 2021. On May 28, 2021, the Company consummated the Initial Public Offering of 23,000,000 shares of Class A common stock (the “Public Shares”), including 3,000,000 shares of Class A common stock that were issued pursuant to the underwriter’s exercise of its over-allotment option in full, at $10.00 per Public Share, generating gross proceeds of $230,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 715,500 shares of Class A common stock (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to Dynamics Sponsor LLC (the “Sponsor”), generating gross proceeds of $7,155,000, which is described in Note 4. Transaction costs for the Initial Public Offering amounted to $13,198,430 consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, and $548,430 of other offering costs. Subsequent to the Initial Public Offering, the underwriter agreed on December 17, 2021 to waive $1,000,000 of its deferred underwriting fees of $8,050,000, thereby reducing those fees to $7,050,000; thus, the transaction costs related to our Initial Public Offering amounted to $12,198,430. Following the closing of the Initial Public Offering on May 28, 2021, an amount of $230,000,000 ($10.00 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”), and will be invested only in U.S. government securities with maturities of 185 days or less , or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination , and (ii) the distribution of the funds held in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting fees and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. 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 Public 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. If a stockholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 5) have agreed to vote their Founder Shares, Private Placement Shares and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive their redemption rights with respect to any such shares in connection with a stockholder vote to approve a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The initial stockholders have agreed to waive (a) their redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares they hold in connection with the completion of an initial Business Combination, (b) their redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the Initial Public Offering or with respect to any material provision relating to the rights of holders of Public Shares, and (c) their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Placement Shares they hold if the Company fails to complete an initial Business Combination within 24 months from the closing of the Initial Public Offering. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period (as defined below). 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 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). In order to protect the amounts in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share, or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the Trust Account assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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. Business Combination Agreement On December 19, 2021, the Company entered into a business combination agreement (the “Business Combination Agreement”) by and among the Company, Merger Sub and Senti Biosciences, Inc., a Delaware corporation (“Senti”). The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Senti, with Senti surviving as a wholly-owned subsidiary of the Company (the “Merger”). Upon the closing of the Merger (the “Closing”), the Company will change its name to “Senti Biosciences, Inc.” The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” The Business Combination Agreement and the transactions contemplated thereby are referred to in these Notes to Consolidated Financial Statements as the “Senti Business Combination.” The Senti Business Combination was approved by the boards of directors of each of the Company and Senti. Under the Business Combination Agreement, the Company will acquire all of the outstanding equity interests of Senti in exchange for shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), based on an implied Senti equity value of $240,000,000, to be paid to Senti stockholders at the effective time of the Merger (the “Effective Time”). In addition, Senti stockholders will have the right to receive (i) an aggregate of 1,000,000 shares of Class A Common Stock if, after Closing, the volume weighted average price of the Class A Common Stock on the Nasdaq Capital Market (“Nasdaq”), or any other national securities exchange on which the shares of Class A Common Stock are then traded (“VWAP”), is greater than or equal to $15.00 over any 20 trading days within any consecutive 30 trading day period, in the period that ends on the second anniversary of the Closing, and (ii) an additional 1,000,000 shares of Class A Common Stock in the aggregate if, after Closing, the VWAP of Class A Common Stock is greater than or equal to $20.00 over any 20 trading days within any consecutive 30 trading day period, in the period that ends on the third anniversary of the Closing. Pursuant to the Business Combination Agreement, at or prior to the Effective Time, each option exercisable for Senti equity that is outstanding immediately prior to the Effective Time shall be assumed by the Company and continue in full force and effect on the same terms and conditions as are currently applicable to such options, subject to adjustments to exercise price and number of shares of Class A Common Stock issued upon exercise. The parties to the Business Combination Agreement have agreed to customary representations and warranties for transactions of this type. In addition, the parties to the Business Combination Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of Senti, the Company and their respective subsidiaries during the period between execution of the Business Combination Agreement and Closing. The representations, warranties, agreements and covenants of the parties set forth in the Business Combination Agreement will terminate at Closing, except for those covenants and agreements that, by their terms, contemplate performance after Closing. Each of the parties to the Business Combination Agreement has agreed to use its reasonable best efforts to take or cause to be taken all actions, and to do or cause to be done all things, reasonably necessary to consummate and expeditiously implement the Merger. Under the Business Combination Agreement, the obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (i) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by requisite vote of the Company’s stockholders (the “Company Stockholder Approval”) and Senti’s stockholders (the “Senti Stockholder Approval”); (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the absence of a Company Material Adverse Effect or DYNS Material Adverse Effect (each, as defined in the Business Combination Agreement) since the date of the Business Combination Agreement that is continuing; (iv) after giving effect to the transactions contemplated by the Business Combination Agreement, the Company has net tangible assets of at least $5,000,001 upon consummation of the Merger; (v) the Company’s initial listing application with Nasdaq in connection with the Merger has been approved and, immediately following the Effective Time, the Company has satisfied any applicable initial and continuing listing requirements of Nasdaq and the shares of the Company’s Class A Common Stock have been approved for listing on Nasdaq, subject only to official notice of the issuance thereof; and (vi) the registration statement filed with the SEC on Form S-4 (the “Registration Statement”) has become effective, no stop order has been issued by the SEC and remains in effect with respect to the Registration Statement, and no proceeding seeking such a stop order has been threatened or initiated by the SEC and remains pending. In addition, Senti’s obligation to consummate the Merger is subject to the condition that the Available Closing Cash (as defined in the Business Combination Agreement) shall be greater than or equal to $150,000,000 (after reduction for the aggregate amount of payments made or required to be made in connection with the DYNS Stockholder Redemption (as defined in the Business Combination Agreement)) and the amount of funds available pursuant to the PIPE Financing (as defined in the Business Combination Agreement). On February 12, 2022, following the period to which these consolidated financial statements relate, the Business Combination Agreement was amended by the parties thereto to reflect, among other things, (i) a correction to section 5.7 of the Business Combination Agreement, and (ii) changes to the options Senti granted to certain persons at the time the Business Combination Agreement was signed. Other Agreements The Business Combination Agreement contemplates the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following: Sponsor Support Agreement In connection with the execution of the Business Combination Agreement, the Sponsor, as the sole holder of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”, and also referred to herein as the Founder Shares (as defined in Note 5)) and other persons party thereto (“Other Company Insiders,” and together with the Sponsor, collectively, the “Company Insiders”), entered into a support agreement with the Company and Senti (the “Sponsor Support Agreement”). Under the Sponsor Support Agreement, the Sponsor agreed to vote, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, all of such Sponsor’s Class A Common Stock and Class B Common Stock (i) in favor of (a) the Business Combination Agreement and the transactions contemplated thereby, and (b) the other proposals that the Company and Senti agreed in the Business Combination Agreement shall be submitted at such meeting for approval by the Company’s stockholders together with the proposal to obtain the Company Stockholder Approval (together with the Company Stockholder Approval, these proposals are the Required Transaction Proposals (as defined in the Business Combination Agreement)), and (ii) against any proposal that conflicts with, or materially impedes or interferes with, any such proposal or that would adversely affect or delay the Merger. The Sponsor Support Agreement also prohibits the Sponsor from, among other things and subject to certain exceptions, selling, assigning or transferring any Class A Common Stock or Class B Common Stock held by the Sponsor prior to the Closing or taking any action that would have the effect of preventing or materially delaying the Sponsor from performing its obligations under the Sponsor Support Agreement. In addition, in the Sponsor Support Agreement, the Sponsor agreed to waive, and not to assert or perfect, among other things, any rights to adjustment or other anti-dilution protections with respect to the rate at which the shares of Class B Common Stock held by the Sponsor convert into shares of Class A Common Stock in connection with the transactions contemplated by the Business Combination Agreement. The Sponsor Support Agreement also includes a lock-up in respect of the Sponsor’s equity interests in the Company. Pursuant to the Sponsor Support Agreement, the Sponsor agreed that, subject to limited exceptions, it would not sell, assign or transfer any Class A Common Stock or Class B Common Stock until the earlier of (i) the one year anniversary of the Closing, and (ii) subsequent to the Closing, (x) if the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period commencing at least 150 days after the Closing, or (y) the date upon completion of a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their common stock for cash, securities or other property. Senti Support Agreement In connection with the execution of the Business Combination Agreement, certain Senti stockholders (the “Senti Supporting Stockholders”) entered into support agreements with the Company (the “Senti Support Agreements”). Under the Senti Support Agreements, each Senti Supporting Stockholder agreed, within forty-eight hours following the effectiveness of the Registration Statement, to execute and deliver a written consent with respect to all outstanding shares of Senti common stock and preferred stock held by such Senti Supporting Stockholder (the “Subject Senti Shares”) approving the Business Combination Agreement and the transactions contemplated thereby. In addition to the foregoing, each Senti Supporting Stockholder agreed that, at any meeting of the holders of Senti capital stock, each such Senti Supporting Stockholder will appear at the meeting, in person or by proxy, and cause its Subject Senti Shares to be voted (i) to approve and adopt the Business Combination Agreement, the transactions contemplated thereby, and any other matters necessary or reasonably requested by Senti for consummation of the Merger, and (ii) against any proposal that conflicts or materially impedes or interferes with, or would adversely affect or delay, the consummation of the transactions contemplated by the Business Combination Agreement. The Senti Support Agreement also prohibits the Senti Supporting Stockholders from, among other things, (i) transferring any of the Subject Senti Shares prior to the Closing, (ii) entering into (a) any option, commitment or other arrangement that would require the Senti Supporting Stockholders to transfer the Subject Senti Shares, or (b) any voting trust, proxy or other contract with respect to the voting of the Subject Senti Shares, or (iii) taking any action in furtherance of the foregoing. In addition, under the Senti Support Agreement, each Senti Supporting Stockholder agreed (i) not to exercise any rights of appraisal or dissenter’s rights relating to the Business Combination Agreement and the transactions contemplated thereby, and (ii) not to commence or participate in any claim or action against Senti, the Company or any of their affiliates relating to the negotiation, execution or delivery of the Senti Support Agreement or the Business Combination Agreement or the consummation of the Merger. Additionally, (i) certain Senti Support Agreements prohibit the applicable Senti Supporting Stockholders from transferring the shares of Class A Common Stock which they will receive in the Merger for, subject to certain permitted transfers, up to 18 months following the Closing, which may be reduced to 12 months upon the meeting of certain criteria (such period, the “Extended Lock-Up”), and (ii) certain other Senti Support Agreements prohibit the applicable Senti Supporting Stockholders from transferring the shares of Class A Common Stock which they will receive in the Merger for, subject to certain permitted transfers, 12 months following the Closing (such period, the “General Lock-Up”); provided that, (a) with respect to the Extended Lock-Up, if the last reported sale price of the Class A Common Stock on Nasdaq, or any other national securities exchange on which the Class A Common Stock is then traded, is greater than or equal to $12.00 per share over any 20 trading days within any consecutive 30 trading day commencing at least 330 days after the Closing Date, then the Extended Lock-Up shall be deemed to have expired with respect to each stockholder’s Class A Common Stock subject to that lock-up, and (b) with respect to the General Lock-Up, if the last reported sale price of the Class A Common Stock on Nasdaq, or any other national securities exchange on which the Class A Common Stock is then traded, is greater than or equal to $12.00 per share over any 20 trading days within any consecutive 30 trading day period commencing at least 150 days after the Closing Date, then the General Lock-Up shall be deemed to have expired with respect to each stockholder’s Class A Common Stock subject to that lock-up. On February 12, 2022, following the period to which these consolidated financial statements relate, the Company entered into amendments to certain Senti Support Agreements to amend those agreements such that, among other things, the shares of Class A Common Stock of the relevant Senti Supporting Stockholders may not be transferred, subject to certain permitted transfers, for three years following the Closing (such period, “the Three Year Lock-Up”). Unlike the Extended Lock-Up and the General Lock-Up described above, the Three Year Lock-Up does not terminate early based on the share price performance of Class A Common Stock. PIPE Subscription Agreements In connection with the execution of the Business Combination Agreement, the Company entered into subscription agreements with certain private investors (the “Subscription Agreements”), pursuant to which, among other things, such investors have subscribed to purchase an aggregate of 6,680,000 shares of Class A Common Stock (together, the “Subscriptions”) for a purchase price of $10.00 per share, or an aggregate purchase price of $66,800,000, which shares are to be issued at the Closing; provided that the Subscription Agreements permit the Company to accept additional subscriptions for a purchase price of $10.00 per share to be issued at the Closing, following the execution of the Business Combination Agreement. The obligations of each party to consummate the Subscriptions are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. Non-Redemption Agreements In connection with the execution of the Business Combination Agreement, the Sponsor, as the holder of 5,750,000 shares of Class B Common Stock (the Founder Shares (as defined in Note 5)), the Company and each of Morgan Stanley Investment Management Inc., T. Rowe Price Group, Inc., The Invus Group, LLC and ARK Investment Management LLC and/or their respective investmen t funds (each, an “Investor”, and collectively, the “Investors”) entered into non-redemption agreements in respect of the Public Shares held by the Investors (the “Non-Redemption Agreements”). Pursuant to the Non-Redemption Agreements, each Investor agreed for the benefit of the Company (a) to not redeem the shares of Class A Common Stock beneficially owned by it, or any other shares, capital stock or other equity interests, as applicable, of the Company, which it held on the date of the Non-Redemption Agreement, representing 8,691,655 shares of Class A Common Stock, in the aggregate (the “Investor Shares”), and (b) to not, among other things, sell, encumber or otherwise transfer the Investor Shares other than in connection with non-discretionary ETF or mutual fund pro rata rebalancing transfers. In connection with these commitments from the Investors, the Sponsor agreed to forfeit 965,728 shares of its Class B Common Stock and the Company has agreed to cancel such shares and concurrently issue to the Investors an equivalent number of shares of Class A Common Stock, in each case, at or promptly following the consummation of the Merger. Investor Rights Agreement In connection with the Closing, the Company, certain stockholders of the Company (including the Sponsor) and certain stockholders of Senti will enter into an investor rights and lock-up agreement (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, each signatory thereto (other than the Company) will be granted certain registration rights with respect to their respective shares of Class A Common Stock. The Investor Rights Agreement will also restrict the ability of each stockholder who is a party thereto (other than the Company) to transfer its shares of Class A Common Stock (or any securities convertible into or exercisable or exchangeable for shares of Class A Common Stock) for, subject to certain permitted transfers and depending on the stockholder, a period of one year following the Closing Date (the “12 Month Lock-U p ”) or a period of 18 months following the Closing Date (the “18 Month Lock-Up”); provided that (i) the foregoing restrictions shall not apply to any shares of Class A Common Stock purchased pursuant to the Subscription Agreements and (ii)(A) in respect of the 12 Month Lock-Up, if the last reported sale price of the Class A Common Stock on Nasdaq, or any other national securities exchange on which the Class A Common Stock is then traded, is greater than or equal to $12.00 per share over any 20 trading days within any consecutive 30 trading day period commencing at least 150 days after the Closing Date, then the 12 Month Lock-Up shall be deemed to have expired with respect to each stockholder’s Class A Common Stock subject to that lock-up; and (B) in respect of the 18 Month Lock-Up, if the last reported sale price of the Class A Common Stock on Nasdaq, or any other national securities exchange on which the Class A Common Stock is then traded, is greater than or equal to $12.00 per share over any 20 trading days within any consecutive 30 trading day period commencing at least 330 days after the Closing Date, then the 18 Month Lock-Up shall be deemed to have expired with respect to each stockholder’s Class A Common Stock subject to that lock-up. Going Concern As of December 31, 2021, the Company had $889,323 in cash held outside of the Trust Account and a working capital deficit of $1,984,816. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans (including in respect of the Senti Business Combination). These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the consolidated financial statements are issued. Management plans to address this uncertainty through the Senti Business Combination, as discussed above. There is no assurance that the Company’s plans to consummate the Senti Business Combination (or any other Business Combination) will be successful or successful within the Combination Period. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounting Policies

10 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Financial Statement Presentation

The accompanying consolidated 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 consolidated financial statements include the accounts of the Company and its wholly-owned and controlled subsidiary, Merger Sub, after elimination of any intercompany transactions and balances as of December 31, 2021.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.

Cash and Cash Equivalents

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 not have any cash equivalents as of December 31, 2021.

As of December 31, 2021, we had operating cash (i.e. cash held outside the Trust Account) of $889,323.

Investments Held in Trust Account

As of December 31, 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. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are reported in the statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Class A Common Stock Subject to Possible Redemption

The Public Shares sold 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 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”) Topic 480,

Distinguishing Liabilities from Equit

y, 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 Class A Common Stock has been classified outside of permanent equity.

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 December 31, 2021, the Investor Shares (see Note 1) are classified as temporary equity within Class A Common Stock subject to redemption in the Company’s consolidated balance sheet. The

Non-Redemption

Agreements are terminated in the event that the Business Combination Agreement as described above is terminated. As such, the Company determined that the

Non-Redemption

Agreements are contingent upon the successful completion of the Senti Business Combination. In the event that the Senti Business Combination is not successful, the

Non-Redemption

Agreements are terminated, and the Investors would again have the right to redeem the Investor Shares. As such, the Company determined that the

Non-Redemption

Agreements would not change the nature of the underlying shares as redeemable.

As of December 31, 2021, the Class A Common Stock subject to redemption reflected in the consolidated balance sheet is reconciled in the following table:


Gross proceeds	$	230,000,000
Less:
Issuance costs allocated to Class A Common Stock		(13,181,867	)
Plus:
Remeasurement of carrying value to redemption value		13,181,867

Class A Common Stock subject to possible redemption	$	230,000,000

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of ASC

340-10-S99-1

and SEC Staff Accounting Bulletin Topic 5A—Expenses of 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. 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 issuance of the Private Placement Shares.

Income Taxes

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

Income Taxes

(“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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 December 31, 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.

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. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other stockholders, Class A Common Stock and Class B Common Stock are presented as one class of stock in calculating net loss per share. As a result, the calculated net loss per share is the same for Class A Common Stock and Class B Common Stock.

As of December 31, 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):


	For the Period from March 1, 2021 (Inception) Through December 31, 2021
	Class A			Class B
Basic and diluted net loss per share:
Numerator:
Net loss	$	(2,919,481	)	$	(937,607	)

Denominator:
Basic and diluted weighted average shares outstanding		16,872,995			5,418,853
Basic and diluted net loss per share	$	(0.17	)	$	(0.17	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The Company applies ASC Topic 820,

Fair Value Measurement

(“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. 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 consolidated 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. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

See Note 9 for additional information on assets and liabilities measured at fair value.

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 adopted ASU

2020-06

effective January 1, 2021 using the modified retrospective method of transition. The adoption of ASU

2020-06

did not have a material impact on the consolidated financial statements for the fiscal year ended December 31, 2021.

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 consolidated financial statements.

Initial Public Offering	10 Months Ended
Initial Public Offering	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Initial Public Offering	NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on May 25, 2021. On May 28, 2021, the Company completed its Initial Public Offering of 23,000,000 shares of Class A Common Stock , including 3,000,000 shares of Class A Common Stock that were issued pursuant to the underwriter’s exercise of its over-allotment option in full, at $10.00 per Public Share, generating gross proceeds of $230,000,000.

Private Placement	10 Months Ended
Private Placement	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Private Placement	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 715,500 Private Placement Shares at a price of $10.00 per Private Placement Share, generating gross proceeds of $7,155,000. A portion of the proceeds from the sale of the Private Placement Shares was added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Shares held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

Related Party Transactions	10 Months Ended
Related Party Transactions	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On March 8, 2021, the Sponsor was issued 5,750,000 shares (the “Founder Shares”) of Class B Common Stock for an aggregate price of $25,000. The Founder Shares included an aggregate of up to 750,000 shares of Class B Common Stock subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Private Placement Shares) ( assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering, which it did not ). The underwriter fully exercised the over-allotment option on May 28, 2021; thus, these 750,000 Founder Shares are no longer subject to forfeiture. In connection with the Non-Redemption Agreements (see Note 1), the Sponsor has agreed to forfeit 965,728 Founder Shares and the Company has agreed to cancel such Founder Shares and concurrently issue to the Investors an equivalent number of shares of Class A Common Stock, in each case, at or promptly following the consummation of the Merger. The Company evaluated the forfeiture and cancellation of the Founder Shares by the Sponsor and concurrent issuance of an equivalent number of shares of Class A Common Stock to the Investors in accordance with Staff Accounting Bulletin Topic 5A. The forfeiture and cancellation of the Founder Shares by the Sponsor and concurrent issuance of an equivalent number of shares of Class A Common Stock to the Investors has not been transacted as of December 31, 2021 and will not occur until at or promptly following the consummation of the Merger. As such, any expense associated with the issuance of the shares of Class A Common Stock to the Investors would be recognized at the date of issuance (i.e., upon consummation of the Merger). 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 in full on May 26, 2021 . Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds held in the Trust Account released to the Company. 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 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 shares would be identical to the Private Placement Shares. Administrative Support Agreement The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay the Sponsor up to a total of $10,000 per month for office space, administrative and support services. Upon the completion of an initial Business Combination, the Company will cease paying these monthly fees (if any). To date, the Company has not exercised its option to use such services.

Commitments And Contingencies	10 Months Ended
Commitments And Contingencies	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments And Contingencies	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Shares and any Class A Common Stock issuable upon conversion of any Working Capital Loans have registration rights pursuant to a registration and stockholder rights agreement signed in connection with our Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In addition, it is anticipated that each signatory to the Investor Rights Agreement (see Note 1), other than the Company, will be granted certain registration rights with respect to their respective shares of Class A Common Stock when that agreement is signed (which is expected to occur at Closing). Underwriting Agreement The Company granted the underwriter of its Initial Public Offering a 45-day option to purchase up to 3,000,000 additional shares of Class A Common Stock to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriter exercised the over-allotment option in full on May 28 , 2021 . The underwriter was paid a cash underwriting fee of $0.20 per share, or $4,600,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.35 per share, or $8,050,000 in the aggregate was payable to the underwriter for deferred underwriting commissions. On December 17, 2021 , the underwriter agreed to waive its right to $ 1,000,000 of the fee payable by the Company for deferred underwriting commissions. The waived fee was recorded to accumulated deficit. The revised deferred underwriting fee of $ 7,050,000 will become payable to the underwriter from the amount held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Financial Advisor Agreement On December 16, 2021, the Company entered into an agreement (the “Financial Advisor Agreement”) with Morgan Stanley & Co. LLC (“Morgan Stanley”) for financial advisory services in connection with the Senti Business Combination, which services Morgan Stanley had been engaged to provide, and which services Morgan Stanley had provided, since August 4, 2021. The Financial Advisor Agreement shall terminate automatically on December 16, 2022 unless terminated earlier, with or without cause, by either the Company or Morgan Stanley. The Company will pay Morgan Stanley a fee of $1,000,000 upon the consummation of our proposed initial business combination with Senti. Placement Agent Agreement On September 21, 2021, the Company entered into an agreement (the “Placement Agent Agreement”) with Morgan Stanley, J.P. Morgan Securities LLC and BofA Securities, Inc. (together, the “Placement Agents”) for services in connection with the placement of shares of our Class A Common Stock to certain private investors which is anticipated to occur concurrently with the completion the Senti Business Combination (i.e. the Subscriptions – see Note 1). The Placement Agent Agreement shall terminate automatically on August 28, 2022 unless terminated earlier, with or without cause, by either the Company or any Placement Agent (as to itself only). The Company will pay to the Placement Agents a total fee equal to 4.0% of the aggregate price at which the shares of our Class A Common Stock are sold to the private investors in the Subscriptions, which fee shall be payable upon the consummation of the placement of the shares. Each of the Placement Agents will receive 33.3% of the fee. Business Combination Agreement As set forth in “Part I, Item 1. Business” of this Report, we have entered into the Business Combination Agreement with Merger Sub and Senti pursuant to which, among other things, Merger Sub will merge with and into Senti, with Senti surviving as a wholly-owned subsidiary of the Company. We have also entered into various ancillary transaction documents to give effect to the Merger, which are described throughout this Report.

Stockholder's Deficit	10 Months Ended
Stockholder's Deficit	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholder's Deficit	NOTE 7. STOCKHOLDERS’ DEFICIT Preferred stock — 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. As of December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A Common Stock with a par value of $0.0001 per share. Holders of Class A Common Stock are entitled to one vote for each share. As of December 31, 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. Despite the Non-Redemption Agreements discussed in Note 1, it is possible, in certain limited circumstances, for the Investors to transfer their Public Shares, and a transfer of such shares to a third party who is not bound by a Non-Redemption Agreement would render such shares subject to possible redemption. Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B Common Stock with a par value of $0.0001 per share. Holders of Class B Common Stock are entitled to one vote for each share. As of December 31, 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 initially issued and 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). The over-allotment option was exercised in full on May 28, 2021; thus, these shares are no longer subject to forfeiture. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A Common Stock and holders of the Class B Common Stock will vote together as a single class on all matters submitted to a vote of stockholders, including any vote in connection with an initial Business Combination, except where a vote of each class is required by law. The shares of Class B Common Stock are convertible into shares of Class A Common Stock at the option of the holder and will automatically convert into shares of Class A Common Stock at the time of an initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like). In the case that additional shares of Class A Common Stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of an initial Business Combination, the ratio at which shares of Class B Common Stock shall convert into shares of Class A Common Stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B Common Stock agree to waive such adjustment with respect to any such issuance or deemed issuance, as is the case for the proposed Senti Business Combination) so that the number of shares of Class A Common Stock issuable upon conversion of all shares of Class B Common Stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (excluding the Private Placement Shares), plus (ii) all shares of Class A Common Stock and equity-linked securities issued or deemed issued in connection with an initial Business Combination (excluding any shares of Class A Common Stock or equity-linked securities issued, or to be issued, to any seller in an initial Business Combination and any Private Placement Shares issued to the Sponsor or its affiliates upon conversion of any Working Capital Loans).

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

Income Tax

10 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Tax

NOTE 8. INCOME TAX

The Company’s net deferred tax assets (liabilities) as of December 31, 2021 is as follows:


Deferred tax assets:
Start-up costs	$	551,466
Net operating loss carryforwards		32,562

Total deferred tax assets		584,028
Valuation allowance		(584,028	)

Deferred tax assets, net of allowance	$	0

The income tax provision for the period from March 1, 2021 (inception) through December 31, 2021 consists of the following:


Federal
Current	$	0
Deferred		(584,028	)
State
Current		0
Deferred		0
Change in valuation allowance		584,028

Income tax provision	$	0

As of December 31, 2021, the Company has available U.S. federal operating loss carry forwards of approximately $155,000 that may be carried forward indefinitely.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period ended December 31, 2021, the valuation allowance was $584,028.

A reconciliation of the federal income tax rate to the Company’s effective tax rate as of December 31, 2021 is as follows:


Statutory federal income tax rate	21.0	%
State taxes, net of federal tax benefit	0.0	%
Other	0.0	%
Change in valuation allowance	(15.1	)%
Business Combination transaction costs	(5.9	)%

Income tax provision	0.0	%

The Company’s effective tax rates for the period presented differ from the expected (statutory) rates due to the recording of full valuation allowances on deferred tax assets and permanent differences.

The Company files income tax returns in the U.S. federal jurisdiction and California which remain open and subject to examination.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Fair Value Measurements

10 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 9. 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 December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Amount at Fair Value		Level 1		Level 2		Level 3
December 31, 2021
Assets
Investments held in Trust Account:
U.S. Treasury Securities	$	230,008,784	$	230,008,784	$	0	$	0

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Subsequent Events	10 Months Ended
Subsequent Events	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than the amendments to the Business Combination Agreement and Senti Support Agreements as discussed in Note 1, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

Summary of Significant Accounting Policies (Policies)

10 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Principles of Consolidation and Financial Statement Presentation

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

As of December 31, 2021, we had operating cash (i.e. cash held outside the Trust Account) of $889,323.

Investments Held in Trust Account

Class A Common Stock Subject to Possible Redemption

Distinguishing Liabilities from Equit

y, 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 Class A Common Stock has been classified outside of permanent equity.

As of December 31, 2021, the Investor Shares (see Note 1) are classified as temporary equity within Class A Common Stock subject to redemption in the Company’s consolidated balance sheet. The

Non-Redemption

Agreements are terminated in the event that the Business Combination Agreement as described above is terminated. As such, the Company determined that the

Non-Redemption

Agreements are contingent upon the successful completion of the Senti Business Combination. In the event that the Senti Business Combination is not successful, the

Non-Redemption

Agreements are terminated, and the Investors would again have the right to redeem the Investor Shares. As such, the Company determined that the

Non-Redemption

Agreements would not change the nature of the underlying shares as redeemable.

As of December 31, 2021, the Class A Common Stock subject to redemption reflected in the consolidated balance sheet is reconciled in the following table:


Gross proceeds	$	230,000,000
Less:
Issuance costs allocated to Class A Common Stock		(13,181,867	)
Plus:
Remeasurement of carrying value to redemption value		13,181,867

Class A Common Stock subject to possible redemption	$	230,000,000

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of ASC

340-10-S99-1

Income Taxes

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

Income Taxes

examinations by major taxing authorities since inception.

Net Loss Per Common Share

Net Loss Per Share of Common Stock

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


	For the Period from March 1, 2021 (Inception) Through December 31, 2021
	Class A			Class B
Basic and diluted net loss per share:
Numerator:
Net loss	$	(2,919,481	)	$	(937,607	)

Denominator:
Basic and diluted weighted average shares outstanding		16,872,995			5,418,853
Basic and diluted net loss per share	$	(0.17	)	$	(0.17	)

Concentration of Credit Risk

Fair Value of Financial Instruments

The Company applies ASC Topic 820,

Fair Value Measurement

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

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

See Note 9 for additional information on assets and liabilities measured at fair value.

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

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 adopted ASU

2020-06

effective January 1, 2021 using the modified retrospective method of transition. The adoption of ASU

2020-06

did not have a material impact on the consolidated financial statements for the fiscal year ended December 31, 2021.

Summary of Significant Accounting Policies (Tables)

10 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Reconciliation of Condensed Balance Sheet

As of December 31, 2021, the Class A Common Stock subject to redemption reflected in the consolidated balance sheet is reconciled in the following table:


Gross proceeds	$	230,000,000
Less:
Issuance costs allocated to Class A Common Stock		(13,181,867	)
Plus:
Remeasurement of carrying value to redemption value		13,181,867

Class A Common Stock subject to possible redemption	$	230,000,000

Summary of Basic and Diluted Net Earnings (loss) Per Common Share

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


	For the Period from March 1, 2021 (Inception) Through December 31, 2021
	Class A			Class B
Basic and diluted net loss per share:
Numerator:
Net loss	$	(2,919,481	)	$	(937,607	)

Denominator:
Basic and diluted weighted average shares outstanding		16,872,995			5,418,853
Basic and diluted net loss per share	$	(0.17	)	$	(0.17	)

Income Tax (Tables)

10 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Deferred Tax Assets and Liabilities

The Company’s net deferred tax assets (liabilities) as of December 31, 2021 is as follows:


Deferred tax assets:
Start-up costs	$	551,466
Net operating loss carryforwards		32,562

Total deferred tax assets		584,028
Valuation allowance		(584,028	)

Deferred tax assets, net of allowance	$	0

Schedule of Components of Income Tax Expense (Benefit)

The income tax provision for the period from March 1, 2021 (inception) through December 31, 2021 consists of the following:


Federal
Current	$	0
Deferred		(584,028	)
State
Current		0
Deferred		0
Change in valuation allowance		584,028

Income tax provision	$	0

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of the federal income tax rate to the Company’s effective tax rate as of December 31, 2021 is as follows:


Statutory federal income tax rate	21.0	%
State taxes, net of federal tax benefit	0.0	%
Other	0.0	%
Change in valuation allowance	(15.1	)%
Business Combination transaction costs	(5.9	)%

Income tax provision	0.0	%

Fair Value Measurements (Tables)

10 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Summary Of Assets And Liabilities Measured at Fair Value Recurring Basis


Description	Amount at Fair Value		Level 1		Level 2		Level 3
December 31, 2021
Assets
Investments held in Trust Account:
U.S. Treasury Securities	$	230,008,784	$	230,008,784	$	0	$	0

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Description of Organization and Business Operations - Additional Information (Details)				10 Months Ended
	Dec. 19, 2021 USD ($) $ / shares shares	May 28, 2021 USD ($) $ / shares shares	Dec. 17, 2017 USD ($)	Dec. 31, 2021 USD ($) $ / shares shares
Number of consecutive trading days determining share price
Gross proceeds from initial public offering				$ 225,400,000
Gross proceeds from private placement				7,155,000
Payment to acquire restricted investments		$ 230,000,000		$ 230,000,000
Cash deposited in Trust Account per share \| $ / shares		$ 10.00
Term of restricted investments		185 days
Percentage of Public Shares that can be redeemed without prior consent				15.00%
Percentage of public shares to be redeemed in case business combination is not consummated				100.00%
Period to complete business combination from closing of initial public offering				24 months
Expenses payable on dissolution \| shares				100,000
Actual amount per share to be maintained in the trust account \| $ / shares				$ 10.00
Underwriting fee		$ 4,600,000		$ 4,600,000
Deferred underwriting fee payable		8,050,000		7,050,000
Other Offering Costs		548,430		548,430
Minimum netwoth needed to effect business combination	$ 5,000,001			5,000,001
Cash				889,323
Working capital (deficit)				1,984,816
Transaction costs related to initial public offering		13,198,430		$ 13,198,430
Subsequent To Initial Public Offering [Member]
Number of consecutive trading days determining share price
Deferred underwriting fee payable			$ 7,050,000
Deferred underwriting fees waived			1,000,000
Deferred underwrting fees payable before waive off			8,050,000
Transaction costs related to initial public offering			$ 12,198,430
Business Combination Agreement [Member] \| Senti Business Combination [Member]
Number of consecutive trading days determining share price
Business acquisition, Equity interest issued or issuable, Value assigned	$ 240,000,000
Senti Support Agreement [Member]
Number of consecutive trading days determining share price
Number of hours following the effectiveness of the registration statement within which written consent shall be executed and delivered	48 days
Sponsor Support Agreement [Member]
Number of consecutive trading days determining share price
Lock up period to sell assign or transfer of any common stock	1 year
Sponsor Support Agreement [Member] \| Lock Up Period [Member] \| Share Price Greater Than Or Equal To Twelve USD [Member]
Number of consecutive trading days determining share price
Share Price \| $ / shares	$ 12.00
Number of trading days determining share price	20 days
Number of consecutive trading days determining share price	30 days
Threshold number of trading days determining share price	150 days
Minimum [Member]
Number of consecutive trading days determining share price
Number of operating businesses included in initial Business Combination				1
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination				80.00%
Equity method investment ownership percentage				50.00%
Minimum [Member] \| Business Combination Agreement [Member]
Number of consecutive trading days determining share price
Threshold available cash balance required for consummation of merger	$ 150,000,000
DYNS Sponsor [Member] \| Non RedemptionAgreement [Member] \| DYNS Founder Share [Member]
Number of consecutive trading days determining share price
Shares subject to forfeiture and cancellation \| shares	965,728
Over-Allotment Option [Member]
Number of consecutive trading days determining share price
Common stock shares subscribed but not issued \| shares				3,000,000
Private Placement [Member]
Number of consecutive trading days determining share price
Stock shares issued during the period \| shares \| shares				715,500
PIPE [Member] \| Subscription Agreement [Member] \| Additional Subscription Event [Member]
Number of consecutive trading days determining share price
Price per share sold \| $ / shares	$ 10.00
Common Class A [Member]
Number of consecutive trading days determining share price
Gross proceeds from initial public offering		$ 230,000,000
Common stock, par value \| $ / shares				$ 0.0001
Price per share sold \| $ / shares		$ 10.00		$ 10.00
Common stock, shares outstanding \| shares				715,500
Common Class A [Member] \| Business Combination Agreement [Member] \| Share Price Greater Than Or Equal To Fifteen USD [Member]
Number of consecutive trading days determining share price
Stock issued during period, Shares, Acquisitions \| shares	1,000,000
Volume weighted average share price \| $ / shares	$ 15.00
Number of trading days determining volume weighted average share price	20 days
Number of consecutive trading days determining volume weighted average share price	30 days
Anniversary period determining trading days	2 years
Common Class A [Member] \| Business Combination Agreement [Member] \| Share Price Greater Than Or Equal To Twenty USD [Member]
Number of consecutive trading days determining share price
Stock issued during period, Shares, Acquisitions \| shares	1,000,000
Volume weighted average share price \| $ / shares	$ 20.00
Number of trading days determining volume weighted average share price	20 days
Number of consecutive trading days determining volume weighted average share price	30 days
Anniversary period determining trading days	3 years
Common Class A [Member] \| Business Combination Agreement [Member] \| Senti Business Combination [Member]
Number of consecutive trading days determining share price
Common stock, par value \| $ / shares	$ 0.0001
Common Class A [Member] \| Non RedemptionAgreement [Member] \| Investor Shares [Member]
Number of consecutive trading days determining share price
Shares, Outstanding \| shares	8,691,655
Common Class A [Member] \| Investor Rights Agreement [Member]
Number of consecutive trading days determining share price
Lock up period	1 year
Common Class A [Member] \| Investor Rights Agreement [Member] \| 12 Month Lock-Up [Member]
Number of consecutive trading days determining share price
Lock up period	18 months
Common Class A [Member] \| Investor Rights Agreement [Member] \| Share Price Greater Than Or Equal To Twelve USD [Member] \| 12 Month Lock-Up [Member]
Number of consecutive trading days determining share price
Share Price \| $ / shares	$ 12.00
Number of trading days determining share price	20 days
Number of consecutive trading days determining share price	30 days
Threshold number of trading days determining share price	150 days
Common Class A [Member] \| Investor Rights Agreement [Member] \| Share Price Greater Than Or Equal To Twelve USD [Member] \| 18 Month Lock-Up [Member]
Number of consecutive trading days determining share price
Number of trading days determining share price	20 days
Number of consecutive trading days determining share price	30 days
Threshold number of trading days determining share price	330 days
Common Class A [Member] \| Senti Support Agreement [Member]
Number of consecutive trading days determining share price
Lock up period	18 months
Lock up period based on meeting of certain criteria	12 months
General lock up period	12 months
Common Class A [Member] \| Senti Support Agreement [Member] \| Extended Lock Up Period [Member] \| Share Price Greater Than Or Equal To Twelve USD [Member]
Number of consecutive trading days determining share price
Share Price \| $ / shares	$ 12.00
Number of trading days determining share price	20 days
Number of consecutive trading days determining share price	30 days
Threshold number of trading days determining share price	330 days
Common Class A [Member] \| Senti Support Agreement [Member] \| General Lock Up Period [Member] \| Share Price Greater Than Or Equal To Twelve USD [Member]
Number of consecutive trading days determining share price
Share Price \| $ / shares	$ 12.00
Number of trading days determining share price	20 days
Number of consecutive trading days determining share price	30 days
Threshold number of trading days determining share price	150 days
Common Class A [Member] \| IPO [Member]
Number of consecutive trading days determining share price
Stock shares issued during the period \| shares \| shares		23,000,000
Common Class A [Member] \| Over-Allotment Option [Member]
Number of consecutive trading days determining share price
Stock shares issued during the period \| shares \| shares		3,000,000
Common Class A [Member] \| Private Placement [Member] \| Sponsor [Member]
Number of consecutive trading days determining share price
Stock shares issued during the period \| shares \| shares		715,500
Gross proceeds from private placement		$ 7,155,000
Price per share sold \| $ / shares		$ 10.00
Common Class A [Member] \| PIPE [Member] \| Subscription Agreement [Member]
Number of consecutive trading days determining share price
Common stock shares subscribed but not issued \| shares	6,680,000
Price per share sold \| $ / shares	$ 10.00
Common stock, Value, Subscriptions	$ 66,800,000
Common Class B [Member]
Number of consecutive trading days determining share price
Common stock, par value \| $ / shares				$ 0.0001
Common stock, shares outstanding \| shares				5,750,000
Common Class B [Member] \| DYNS Sponsor [Member]
Number of consecutive trading days determining share price
Common stock, par value \| $ / shares	$ 0.0001
Common stock, shares outstanding \| shares	5,750,000

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)		10 Months Ended
	May 28, 2021	Dec. 31, 2021
Accounting Policies [Line Items]
Cash equivalents		$ 0
Cash		889,323
Unrecognized tax benefits		0
Unrecognized tax benefits income tax penalties and interest accrued		0
Transaction costs related to initial public offering	$ 13,198,430	13,198,430
Underwriting fee	4,600,000	4,600,000
Deferred underwriting fee payable		8,050,000
Other Offering Costs	$ 548,430	548,430
Federal Depository Insurance Coverage amount		250,000
Offering Costs Temporary Equity		13,181,867
Offering Costs Permanent Equity		$ 16,563
US Government Securities [Member]
Accounting Policies [Line Items]
Restricted Investments Term		185 days

Summary of Significant Accounting Policies - Summary of Reconciliation of Condensed Balance Sheet (Details)	Dec. 31, 2021 USD ($)
Condensed Financial Information Disclosure [Abstract]
Gross proceeds	$ 230,000,000
Issuance costs allocated to Class A common stock	(13,181,867)
Remeasurement of carrying value to redemption value	13,181,867
Class A common stock subject to possible redemption	$ 230,000,000

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

Summary of Significant Accounting Policies - Basic and Diluted Net Earnings (loss) Per Common Share (Details)	10 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Common Class A [Member]
Numerator:
Net loss \| $	$ (2,919,481)
Denominator:
Basic and diluted weighted average shares outstanding \| shares	16,872,995
Basic and diluted net loss per share \| $ / shares	$ (0.17)
Common Class B [Member]
Numerator:
Net loss \| $	$ (937,607)
Denominator:
Basic and diluted weighted average shares outstanding \| shares	5,418,853
Basic and diluted net loss per share \| $ / shares	$ (0.17)

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

Initial Public Offering - Additional Information (Details) - USD ($)		10 Months Ended
	May 28, 2021	Dec. 31, 2021
Gross proceeds from initial public offering		$ 225,400,000
Common Class A [Member]
Price per share sold	$ 10.00	$ 10.00
Gross proceeds from initial public offering	$ 230,000,000
IPO [Member] \| Common Class A [Member]
Stock shares issued during the period \| shares	23,000,000
Over-Allotment Option [Member] \| Common Class A [Member]
Stock shares issued during the period \| shares	3,000,000

Private Placement - Additional Information (Details) - USD ($)		10 Months Ended
	May 28, 2021	Dec. 31, 2021
Class of Stock [Line Items]
Gross proceeds from private placement		$ 7,155,000
Private Placement [Member]
Class of Stock [Line Items]
Stock shares issued during the period \| shares		715,500
Private Placement [Member] \| Sponsor [Member] \| Common Class A [Member]
Class of Stock [Line Items]
Stock shares issued during the period \| shares	715,500
Price per share sold \| $ / shares	$ 10.00
Gross proceeds from private placement	$ 7,155,000

Related Party Transactions - Additional Information (Details) - USD ($)		1 Months Ended	10 Months Ended
	Mar. 08, 2021	Apr. 30, 2021	Dec. 31, 2021	Dec. 19, 2021	May 28, 2021
Related Party Transaction [Line Items]
Stock issued during the period value for services			$ 25,000
Proceeds from related party debt			$ 250,000
Founder Share [Member]
Related Party Transaction [Line Items]
Temporary Equity, Shares Outstanding					750,000
Common Class B [Member] \| Founder Share [Member]
Related Party Transaction [Line Items]
Temporary Equity, Shares Outstanding	750,000		750,000
Common Class A [Member]
Related Party Transaction [Line Items]
Temporary Equity, Shares Outstanding			23,000,000
Sponsor [Member] \| Founder Share [Member] \| Non RedemptionAgreement [Member]
Related Party Transaction [Line Items]
Shares subject to forfeiture and cancellation				965,728
Sponsor [Member] \| Promissory Note [Member]
Related Party Transaction [Line Items]
Debt instrument face value	$ 300,000
Proceeds from related party debt		$ 250,000
Sponsor [Member] \| Working capital loans [Member]
Related Party Transaction [Line Items]
Working capital loans convertible into equity value			$ 2,000,000
Debt instrument conversion price per share			$ 10.00
Sponsor [Member] \| Administrative Services Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction amount payable per month for office space administration and support services			$ 10,000
Sponsor [Member] \| Common Class B [Member]
Related Party Transaction [Line Items]
Stock issued during the period shares for services	5,750,000
Stock issued during the period value for services	$ 25,000
Percentage of the common stock issued and outstanding	20.00%		20.00%
Sponsor [Member] \| Common Class A [Member] \| Founder Share [Member] \| Non RedemptionAgreement [Member]
Related Party Transaction [Line Items]
Shares forfeited and cancelled and concurrent issuance of an equivalent stock			0

Commitments And Contingencies - Additional Information (Details) - USD ($)				10 Months Ended
	Sep. 21, 2021	Aug. 31, 2021	May 28, 2021	Dec. 31, 2021
Other Commitments [Line Items]
Payment of underwriter discount				$ 523,430
Financial Advisor Agreement [Member]
Other Commitments [Line Items]
Accrued professional fees		$ 1,000,000
Agreement, Termination date		Dec. 16, 2022
Placement Agent Agreement [Member]
Other Commitments [Line Items]
Agreement, Termination date	Aug. 28, 2022
Percentage of fee payable to agents to aggregate price at which the shares of common stock sold to investors	4.00%
Percentage of fee receive by agents	33.30%
Over-Allotment Option [Member]
Other Commitments [Line Items]
Overallotment Option Vesting Period				45 days
Common stock shares subscribed but not issued				3,000,000
Underwriter discount per unit			$ 0.20
Payment of underwriter discount			$ 4,600,000
Deferred underwriting fee payable per unit			$ 0.35
Deferred underwriting commissions			$ 8,050,000	$ 7,050,000
Deferred underwriting commissions, Waived				$ 1,000,000
Over-Allotment Option [Member] \| Common Class A [Member]
Other Commitments [Line Items]
Stock shares issued during the period new issues			3,000,000

Stockholders' Deficit - Additional Information (Details) - $ / shares	10 Months Ended
	Dec. 31, 2021	May 28, 2021	Mar. 08, 2021
Subsidiary or Equity Method Investee [Line Items]
Preferred stock shares authorized	1,000,000
Preferred stock par or stated value per share	$ 0.0001
Preferred stock shares issued	0
Preferred stock shares outstanding	0
Founder Share [Member]
Subsidiary or Equity Method Investee [Line Items]
Shares subject to possible redemption		750,000
Common Class A [Member]
Subsidiary or Equity Method Investee [Line Items]
Common stock shares authorized	100,000,000
Common stock par or stated value per share	$ 0.0001
Common Stock, Voting Rights	one vote
Common stock shares issued	23,715,500
Common stock shares outstanding	715,500
Shares subject to possible redemption	23,000,000
Common Class B [Member]
Subsidiary or Equity Method Investee [Line Items]
Common stock shares authorized	10,000,000
Common stock par or stated value per share	$ 0.0001
Common Stock, Voting Rights	one vote
Common stock shares issued	5,750,000
Common stock shares outstanding	5,750,000
Common Class B [Member] \| Founder Share [Member]
Subsidiary or Equity Method Investee [Line Items]
Shares subject to possible redemption	750,000		750,000
Common Class B [Member] \| Sponsor [Member]
Subsidiary or Equity Method Investee [Line Items]
Percentage of the common stock issued and outstanding	20.00%		20.00%

Income Tax - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2021	Dec. 19, 2021
Deferred tax assets:
Start-up costs	$ 551,466
Net operating loss carry forwards	32,562
Total deferred tax assets	584,028
Valuation allowance	(584,028)	$ (584,028)
Deferred tax assets, net of allowance	$ 0

Income Tax - Schedule Of Components Of Income Tax Expense Benefit (Details)	10 Months Ended
	Dec. 31, 2021 USD ($)
Federal
Current	$ 0
Deferred	(584,028)
State
Current	0
Deferred	0
Change in valuation allowance	584,028
Income tax provision	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Tax - Schedule Of Effective Income Tax Rate Reconciliation (Details)	10 Months Ended
	Dec. 31, 2021
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	0.00%
Other	0.00%
Change in valuation allowance	(15.10%)
Business combination transaction costs	(5.90%)
Income tax provision	0.00%

Income Tax - Additional Information (Details) - USD ($)	10 Months Ended
Income Tax - Additional Information (Details) - USD ($)	Dec. 31, 2021	Dec. 19, 2021
Deferred tax assets, Valuation allowance	$ 584,028	$ 584,028
Domestic Tax Authority [Member]
Operating loss carry forwards		$ 155,000
Operating Loss Carry Forwards Term	indefinitely

Fair Value Measurements - Summary of Assets And Liabilities Measured at Fair Value Recurring Basis (Details) - Fair Value, Recurring [Member] - US Treasury Securities [Member]	Dec. 31, 2021 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	$ 230,008,784
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	230,008,784
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account