SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Epstein David R (Last) (First) (Middle) C/O DYNAMICS SPECIAL PURPOSE CORP. 2875 EL CAMINO REAL (Street) REDWOOD CITY CA 94061 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/25/2021	3. Issuer Name and Ticker or Trading Symbol Dynamics Special Purpose Corp. [ DYNS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock	10,733(1)	I	See footnote(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B common stock	(3)	(3)	Class A Common Stock	112,519(3)(4)	0.00	I	See footnote(2)

Explanation of Responses:

1. Up to 900 of these shares of Class A common stock will be forfeited in the event the underwriters for the Issuer's initial public offering do not exercise in full their overallotment option in connection with that offering, all as described in the Issuer's prospectus on Form S-1 filed on May 7, 2021 (the "Prospectus").

2. Dynamics Sponsor LLC, a Delaware limited liability company, (the "Sponsor") is the record holder of these shares. The Sponsor is governed by a board of managers consisting of Omid Farokhzad and Mostafa Ronaghi who hold an economic interest therein. Any action by the Sponsor with respect to Issuer or the shares reported above, including voting and dispositive decisions, requires unanimous approval of the managers.

3. These shares of Class B common stock will automatically convert on a one-for-one basis (subject to adjustment) into Class A common stock for no additional consideration at the time of the initial business combination by the Issuer, subject to the adjustments described in the Prospectus. The shares of Class B Common Stock have no expiration date.

4. Up to 4,894 of these shares of Class B common stock will be forfeited in the event the underwriters for the Issuer's initial public offering do not exercise in full their overallotment option in connection with that offering, all as described in the Prospectus.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Mostafa Ronaghi, as attorney-in-fact for David R. Epstein	05/25/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                                                      Exhibit 24

                               Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each and any of Mostafa Ronaghi its true and lawful attorney-in-fact
and agent, with full power of substitution and re-substitution, for him and in
his name, place and stead, in any and all capacities (until revoked in writing)
to:

    1.  Sign any and all instruments, certificates and documents appropriate or
required to be executed on behalf of the undersigned pursuant to sections 13 and
16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
any and all regulations promulgated thereunder (including, without limitation,
any Joint Filing Agreement with respect thereto), and to file the same, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission (the "SEC"), and with any other entity when
and if such is mandated by the Exchange Act or by the Bylaws of the Financial
Industry Regulatory Authority;

    2.  prepare, execute, acknowledge, deliver and file a Form ID (including any
amendments or authentications thereto) with respect to obtaining EDGAR codes,
with the SEC;

    3.  seek or obtain, as the representative of the undersigned and on behalf
of the undersigned, information on transactions in the securities of Dynamics
Special Purpose Corp., from any third party, including brokers, employee benefit
plan administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to such attorneys-in-fact and the
undersigned approves and ratifies any such release of information; and

    4.  perform any and all other acts which in the discretion of such
attorneys-in-fact are necessary or desirable for and on behalf of the
undersigned in connection with the foregoing. The undersigned acknowledges that:

    1.  this Power of Attorney authorizes, but does not require, such
attorneys-in-fact to act in their discretion on information provided to such
attorneys-in-fact without independent verification of such information;

    2.  any documents prepared and/or executed by such attorneys-in-fact on
behalf of any of the undersigned pursuant to this Power of Attorney will be in
such form and will contain such information and disclosure as such attorney-in-
fact, in his or her discretion, deems necessary or desirable;

    3.  neither the Company nor such attorneys-in-fact assumes (a) any liability
for responsibility to comply with the requirements of the Exchange Act for any
of the undersigned, (b) any liability for any failure to comply with such
requirements for any of the undersigned, or (c) any obligation or liability for
profit disgorgement under Section 16(b) of the Exchange Act for any of the
undersigned; and

    4.  this Power of Attorney does not relieve any of the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Sections 13 and 16 of the Exchange Act.

    The undersigned hereby gives and grants the foregoing attorneys-in-fact full
power and authority to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the foregoing
matters as fully to all intents and purposes as the undersigned might or could
do if present, with full power of substitution and revocation, hereby ratifying
all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, of, for and on behalf of the undersigned, shall lawfully do or
cause to be done by virtue of this Power of Attorney. This Power of Attorney
shall remain in full force and effect until revoked by the undersigned in a
signed writing delivered to such attorneys-in-fact.

                            [Signature page follows]

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 25th day of May, 2021



                              /s/ David R. Epstein
                              --------------------------------------------------
                              Name: David R. Epstein