0001193125-22-242981 | S-1 | XBRL Viewer

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Cover Page	6 Months Ended
Cover Page	Jun. 30, 2022
Document Information [Line Items]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	SENTI BIOSCIENCES, INC.
Entity Central Index Key	0001854270
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 139,800	$ 56,034	$ 30,537
Trade and other receivables	573	483	88
Prepaid expenses and other current assets	3,546	3,676	1,084
Total current assets	143,919	60,193	31,709
Restricted cash	3,257	3,257	497
Property and equipment, net	35,505	12,368	3,312
Operating lease right-of-use assets	19,474	20,708	12,827
Other long-term assets	207	176	0
Total assets	202,362	96,702	48,345
Current liabilities:
Accounts payable	5,755	5,187	914
Early exercise liability, current portion	297	626	0
Preferred stock tranche liability		0	435
Deferred revenue	833	1,656
Accrued expenses and other current liabilities	9,056	5,331	1,998
Operating lease liabilities	1,857	1,743	1,519
Total current liabilities	17,798	14,543	4,866
Operating lease liabilities, net of current portion	29,018	20,988	12,530
Contingent earnout liability	810	0
Early exercise liability, net of current portion	470	619	0
Deferred revenue, net of current portion	0	176
Total liabilities	48,096	36,326	17,396
Commitments and contingencies (Note 13)
Redeemable convertible preferred stock	0	171,833	89,662
Stockholders' equity (deficit):
Preferred stock, $0.0001 par value; 10,000,000 and zero shares authorized at June 30, 2022 and December 31, 2021; zero and zero shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively	0	0
Common stock	4	1	1
Additional paid-in capital	292,698	3,619
Other comprehensive income		0	0
Accumulated deficit	(138,436)	(115,076)	(59,757)
Total stockholders' equity (deficit)	154,266	(111,457)	(58,713)
Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit)	$ 202,362	96,702	48,345
Common Stock [Member]
Stockholders' equity (deficit):
Additional paid-in capital		$ 3,618	$ 1,043

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	0
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	27,006,600
Common stock, shares issued	43,368,270	2,972,409
Common stock, shares outstanding	43,368,270	2,972,409
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Temporary Equity, Shares Authorized	0	19,517,990
Temporary Equity, Shares Issued	0	19,517,988
Temporary Equity, Shares Outstanding	0	19,517,988
Temporary Equity, Liquidation Preference	$ 0	$ 163,834
Common Stock [Member]
Common stock, par value		$ 0.0001
Common stock, shares authorized		138,000,000
Common stock, shares issued		15,189,091
Common stock, shares outstanding		15,189,091

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Revenue:
Contract revenue	$ 1,108	$ 778	$ 1,962	$ 822	$ 2,291	$ 394
Grant income	250	15	500	43	470	172
Total revenue	1,358	793	2,462	865	2,761	566
Operating expenses:
Research and development	9,247	5,235	16,849	10,138	21,957	15,956
General and administrative	13,882	4,554	19,141	8,865	21,250	9,304
Total operating expenses	23,129	9,789	35,990	19,003	43,207	25,260
Loss from operations	(21,771)	(8,996)	(33,528)	(18,138)	(40,446)	(24,694)
Other income (expense):
Interest income, net	27	2	31	2	11	88
Change in fair value of contingent earnout liability	8,878	0	8,878	0
Gain on extinguishment of convertible notes	1,289	0	1,289	0
Change in fair value of convertible notes					0	(720)
Change in preferred stock tranche liability	0	(2,918)	0	(14,742)	(14,742)	5,748
Loss on impairment of fixed assets					(22)	(238)
Other income (expense)	25	(95)	(30)	(131)	(120)	(46)
Total other income (expense), net	10,219	(3,011)	10,168	(14,871)	(14,873)	4,832
Net loss	$ (11,552)	$ (12,007)	$ (23,360)	$ (33,009)	(55,319)	(19,862)
Other comprehensive gain (loss):
Unrealized gain (loss) on investments					0	(13)
Comprehensive loss					$ (55,319)	$ (19,875)
Net loss per share, basic	$ (0.86)	$ (4.13)	$ (2.8)	$ (11.45)	$ (3.72)	$ (1.43)
Net loss per share, diluted	$ (0.86)	$ (4.13)	$ (2.8)	$ (11.45)	$ (3.72)	$ (1.43)
Weighted-average shares outstanding, basic	13,446,622	2,909,105	8,336,451	2,883,582	14,881,325	13,862,582
Weighted-average shares outstanding, diluted	13,446,622	2,909,105	8,336,451	2,883,582	14,881,325	13,862,582

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Series B Redeemable Convertible Preferred Stock [Member]	Redeemable Convertible Preferred Stock [Member]	Common Stock [Member]	Common Stock [Member] Common Shares [Member]	Preferred Stock [Member] Redeemable Convertible Preferred Stock [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Equity [Member]	Accumulated Deficit [Member]	Accumulated Deficit [Member] Equity [Member]	Other Comprehensive Income
Balance at beginning period, Temporary equity at Dec. 31, 2019						$ 57,408
Balance at beginning period, Shares, Temporary equity at Dec. 31, 2019						35,199,610
Balance at beginning period at Dec. 31, 2019	$ (39,443)			$ 1			$ 438		$ (39,895)		$ 13
Balance at beginning period, Shares at Dec. 31, 2019				13,679,638
Issuance of Series B redeemable convertible preferred stock, net of preferred stock tranche liability of $5.4 million and issuance costs of $0.3 million Shares			18,262,599
Issuance of Series B redeemable convertible preferred stock, net of preferred stock tranche liability and issuance costs			$ 24,314
Issuance of Series B redeemable convertible preferred stock, upon conversion of notes, net of preferred stock tranche liability of $0.8 million,Shares			5,485,858
Issuance of Series B redeemable convertible preferred stock, upon conversion of notes, net of preferred stock tranche liability of $0.8 million			$ 7,940
Issuance of common stock, Shares	(3,103,769)			824,555
Issuance of common stock	$ 333						333
Stock-based compensation	272						272
Unrealized loss on investments	(13)										$ (13)
Net loss	(19,862)								(19,862)
Balance at end of period, Shares at Dec. 31, 2020				14,504,193	2,838,376
Balance at end of period at Dec. 31, 2020	$ (58,713)			$ 1			1,043	$ 1,044	(59,757)	$ (59,757)
Balance at end of period, Temporary equity at Dec. 31, 2020			$ 89,662			$ 89,662
Balance at end of period, Shares, Temporary equity at Dec. 31, 2020	58,948,067	23,748,457	11,536,136			58,948,067
Issuance of Series B redeemable convertible preferred stock, net of preferred stock tranche liability of $5.4 million and issuance costs of $0.3 million Shares		277,977
Issuance of Series B redeemable convertible preferred stock, net of preferred stock tranche liability and issuance costs		$ 2,294
Issuance of common stock, Shares				563,460
Issuance of common stock	$ 1,432						1,432
Early exercise of common stock options, Shares				(512,670)
Early exercise of common stock options	(1,329)						(1,329)
Stock-based compensation	372						372
Net loss	(21,002)								(21,002)
Balance at end of period, Shares at Mar. 31, 2021				2,889,166
Balance at end of period at Mar. 31, 2021	$ (79,240)						1,519		(80,759)
Balance at end of period, Temporary equity at Mar. 31, 2021			$ 91,956
Balance at end of period, Shares, Temporary equity at Mar. 31, 2021						11,814,113
Balance at beginning period, Temporary equity at Dec. 31, 2020			$ 89,662			$ 89,662
Balance at beginning period, Shares, Temporary equity at Dec. 31, 2020	58,948,067	23,748,457	11,536,136			58,948,067
Balance at beginning period at Dec. 31, 2020	$ (58,713)			$ 1			1,043	1,044	(59,757)	(59,757)
Balance at beginning period, Shares at Dec. 31, 2020				14,504,193	2,838,376
Net loss	(33,009)
Balance at end of period, Shares at Jun. 30, 2021				2,915,156
Balance at end of period at Jun. 30, 2021	$ (90,636)						2,130		(92,766)
Balance at end of period, Temporary equity at Jun. 30, 2021			$ 171,833
Balance at end of period, Shares, Temporary equity at Jun. 30, 2021						19,517,988
Balance at beginning period, Temporary equity at Dec. 31, 2020			$ 89,662			$ 89,662
Balance at beginning period, Shares, Temporary equity at Dec. 31, 2020	58,948,067	23,748,457	11,536,136			58,948,067
Balance at beginning period at Dec. 31, 2020	$ (58,713)			$ 1			1,043	1,044	(59,757)	(59,757)
Balance at beginning period, Shares at Dec. 31, 2020				14,504,193	2,838,376
Issuance of Series B redeemable convertible preferred stock, Value			$ 82,171
Issuance of Series B redeemable convertible preferred stock, Shares			40,786,476
Issuance of common stock, Shares				3,103,769
Issuance of common stock	1,525						1,525
Early exercise of common stock options, Shares				(2,619,677)
Early exercise of common stock options	(1,329)						(1,329)
Vesting of early exercise of common stock options, Shares				200,806
Vesting of early exercise of common stock options	84						84
Stock-based compensation	2,295						2,295
Unrealized loss on investments	0
Net loss	(55,319)								(55,319)
Balance at end of period, Shares at Dec. 31, 2021				15,189,091	2,972,409
Balance at end of period at Dec. 31, 2021	(111,457)			$ 1			3,618	3,619	(115,076)	(115,076)
Balance at end of period, Temporary equity at Dec. 31, 2021	$ 171,833		$ 171,833			$ 171,833
Balance at end of period, Shares, Temporary equity at Dec. 31, 2021	19,517,988	64,534,933	19,517,988			99,734,543
Balance at beginning period, Temporary equity at Mar. 31, 2021			$ 91,956
Balance at beginning period, Shares, Temporary equity at Mar. 31, 2021						11,814,113
Balance at beginning period at Mar. 31, 2021	$ (79,240)						1,519		(80,759)
Balance at beginning period, Shares at Mar. 31, 2021				2,889,166
Issuance of Series B redeemable convertible preferred stock, net of preferred stock tranche liability of $5.4 million and issuance costs of $0.3 million Shares		7,703,875
Issuance of Series B redeemable convertible preferred stock, net of preferred stock tranche liability and issuance costs		$ 79,877
Issuance of common stock, Shares				12,891
Issuance of common stock	21						21
Vesting of early exercise of common stock options, Shares				13,099
Vesting of early exercise of common stock options	28						28
Stock-based compensation	562						562
Net loss	(12,007)								(12,007)
Balance at end of period, Shares at Jun. 30, 2021				2,915,156
Balance at end of period at Jun. 30, 2021	(90,636)						2,130		(92,766)
Balance at end of period, Temporary equity at Jun. 30, 2021			171,833
Balance at end of period, Shares, Temporary equity at Jun. 30, 2021						19,517,988
Balance at beginning period, Temporary equity at Dec. 31, 2021	$ 171,833		$ 171,833			$ 171,833
Balance at beginning period, Shares, Temporary equity at Dec. 31, 2021	19,517,988	64,534,933	19,517,988			99,734,543
Balance at beginning period at Dec. 31, 2021	$ (111,457)			$ 1			3,618	3,619	(115,076)	(115,076)
Balance at beginning period, Shares at Dec. 31, 2021				15,189,091	2,972,409
Issuance of common stock, Shares				172,606
Issuance of common stock	422						422
Vesting of early exercise of common stock options Shares				143,524
Vesting of early exercise of common stock options	375						375
Stock-based compensation	661						661
Net loss	(11,808)								(11,808)
Balance at end of period, Shares at Mar. 31, 2022				3,288,539
Balance at end of period at Mar. 31, 2022	(121,807)						5,077		(126,884)
Balance at end of period, Temporary equity at Mar. 31, 2022			$ 171,833
Balance at end of period, Shares, Temporary equity at Mar. 31, 2022			19,517,988
Balance at beginning period, Temporary equity at Dec. 31, 2021	$ 171,833		$ 171,833			$ 171,833
Balance at beginning period, Shares, Temporary equity at Dec. 31, 2021	19,517,988	64,534,933	19,517,988			99,734,543
Balance at beginning period at Dec. 31, 2021	$ (111,457)			$ 1			3,618	$ 3,619	(115,076)	$ (115,076)
Balance at beginning period, Shares at Dec. 31, 2021				15,189,091	2,972,409
Issuance of common stock, Shares	(199,807)
Net loss	$ (23,360)
Balance at end of period, Shares at Jun. 30, 2022				43,368,270
Balance at end of period at Jun. 30, 2022	$ 154,266			$ 4			292,698		(138,436)
Balance at end of period, Shares, Temporary equity at Jun. 30, 2022	0
Balance at beginning period, Temporary equity at Mar. 31, 2022			$ 171,833
Balance at beginning period, Shares, Temporary equity at Mar. 31, 2022			19,517,988
Balance at beginning period at Mar. 31, 2022	$ (121,807)						5,077		(126,884)
Balance at beginning period, Shares at Mar. 31, 2022				3,288,539
Conversion of redeemable convertible preferred stock into common stock in connection with the Reverse Recapitalization, net of transaction costs,share			(19,517,988)	19,517,988
Conversion of redeemable convertible preferred stock into common stock in connection with the Reverse Recapitalization, net of transaction costs	171,835		$ (171,833)	$ 2			171,833
Issuance of Series B redeemable convertible preferred stock, net of preferred stock tranche liability of $5.4 million and issuance costs of $0.3 million Shares				19,975,963
Issuance of Series B redeemable convertible preferred stock, net of preferred stock tranche liability and issuance costs	112,182			$ 2			112,180
Contingent earnout liability recognized upon closing of the Reverse Recapitalization	(9,688)						(9,688)
Cancellation and exchange of convertible note in connection with Reverse Capitalization,share				517,500
Cancellation and exchange of convertible note in connection with Reverse Capitalization	5,184						5,184
Gain recognized on fair value of embedded derivative after cancellation and exchange of convertible note	(1,289)						(1,289)
Early exercise of common stock options, Shares				27,233
Early exercise of common stock options	74						74
Vesting of early exercise of common stock options Shares				41,047
Vesting of early exercise of common stock options	102						102
Stock-based compensation	9,225						9,225
Net loss	(11,552)								(11,552)
Balance at end of period, Shares at Jun. 30, 2022				43,368,270
Balance at end of period at Jun. 30, 2022	$ 154,266			$ 4			$ 292,698		$ (138,436)
Balance at end of period, Shares, Temporary equity at Jun. 30, 2022	0

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($)	3 Months Ended		12 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Adjustments To Additional Paid In Capital Stock Issued Issuance Costs		$ 6,000		$ 300,000
Preferred Stock Tranche Liability [Member]
Issuance of Series B redeemable convertible preferred stock, net of preferred stock tranche liability and issuance costs		$ 33,000		5,400,000
Conversion Of Convertible Debt Into Redeemable Convertible Preferred Stock [Member] \| Preferred Stock Tranche Liability [Member]
Issuance of Series B redeemable convertible preferred stock, net of preferred stock tranche liability and issuance costs				$ 800,000
Issuance Of Redeemable Convertible Preferred Stock Including Extinguishment Of Preferred Stock Tranche Liability [Member]
Adjustments To Additional Paid In Capital Stock Issued Issuance Costs			$ 6,000
Issuance Of Redeemable Convertible Preferred Stock Including Extinguishment Of Preferred Stock Tranche Liability [Member] \| Preferred Stock Tranche Liability [Member]
Issuance of Series B redeemable convertible preferred stock, net of preferred stock tranche liability and issuance costs	$ 15,200		$ 15,200,000

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Cash Flows from Operating Activities:
Net loss	$ (23,360)	$ (33,009)	$ (55,319)	$ (19,862)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation	512	347	769	564
Amortization of operating lease right-of-use assets	1,433	757	2,241	1,421
Gain on extinguishment of convertible notes	(1,289)	0
Change in fair value of convertible notes			0	720
Accretion of discount on short-term investments			0	(3)
Change in fair value of contingent earnout liability	(8,878)
Change in preferred stock tranche liability		14,742	14,742	(5,748)
Stock-based compensation expense	9,886	934	2,295	272
Loss on write-off of fixed assets	13
Other non-cash charges	8
Loss on impairment of fixed assets			22	238
Changes in assets and liabilities:
Accounts receivable	(90)	(345)	(395)	(10)
Prepaid expenses and other assets	(1,372)	(779)	(1,642)	(231)
Accounts payable	234	910	(617)	(324)
Accrued expenses and other current liabilities	203	649	2,574	(37)
Deferred revenue	(999)	2,663	1,832	165
Operating lease liabilities	7,945	(728)	(1,137)	(1,338)
Net cash from operating activities	(15,754)	(13,859)	(34,635)	(24,173)
Cash Flows from Investing Activities:
Purchase of short-term investments			0	(446)
Maturity of short-term investments			0	12,965
Purchases of property and equipment	(18,640)	(626)	(5,543)	(1,161)
Net cash from investing activities	(18,640)	(626)	(5,543)	11,358
Cash Flows from Financing Activities:
Proceeds from Merger and related Pipe financing, net of transaction costs	112,464
Proceeds from issuance of common stock upon exercise of stock options	521	1,453	1,500	333
Proceeds from issuance of convertible notes	5,175		0	8,000
Proceeds from issuance of Series B redeemable convertible preferred stock, net of issuance costs		66,952	67,000	30,000
Payment of redeemable convertible preferred stock issuance costs			(48)	(282)
Payment of deferred offering costs		(480)
Net cash from financing activities	118,160	67,925	68,435	38,051
Net change in cash and cash equivalents	83,766	53,440	28,257	25,236
Cash, cash equivalents, and restricted cash, beginning of the year	59,291	31,034	31,034	5,798
Cash, cash equivalents, and restricted cash, end of the year	143,057	84,474	59,291	31,034
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	139,800	82,942	56,034	30,537
Restricted cash	3,257	1,532	3,257	497
Total cash, cash equivalents and restricted cash	143,057	84,474	59,291	31,034
Supplemental disclosures of noncash financing and investing items
Purchase of property and equipment in accounts payable and accrued expenses	9,371	427	4,439	39
Conversion of convertible notes to Series B redeemable convertible preferred stock and Series B preferred stock tranche liability			0	8,720
Recognition of Series B preferred stock tranche liability		33	33	6,183
Extinguishment of Series B preferred stock tranche liability		15,210	15,210	0
Merger and related PIPE financing costs included in accounts payable and accrued expenses	$ 263
Deferred transaction costs related to pending business combination in accounts payable and accrued expenses		$ 1,161	1,429	0
Receivables in transit from issuance of common stock upon exercise of stock options			$ 25	$ 0

Organization and Description of Business and Basis of Presentation	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business and Basis of Presentation	1. Organization and Description of Business Senti Biosciences, Inc. and its subsidiaries, (the “Company” or “Senti”), is a biotechnology company that was founded to create a new generation of smarter medicines that outmaneuver complex diseases using novel and unprecedented approaches. Senti Bio has built a synthetic biology platform that enables it to program next-generation cell and gene therapies with what we refer to as “gene circuits.” These gene circuits, which are created from novel and proprietary combinations of DNA sequences, reprogram cells with biological logic to sense inputs, compute decisions and respond to their cellular environments. The Company is headquartered in South San Francisco, California. On June 8, 2022 (the “Closing Date”), Dynamics Special Purpose Acquisition Corp. (“Dynamics”or “DYNS”) consummated a merger pursuant to which Explore Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of Dynamics, merged with and into Senti Sub I, Inc. (formerly named Senti Biosciences, Inc. (“Legacy Senti”), with Legacy Senti surviving as a wholly-owned subsidiary of Dynamics (such transactions, the “Merger,” and, collectively with the other transactions described in the merger agreement (as defined below, the “Reverse Recapitalization”). As a result of the Merger, Dynamics was renamed Senti Biosciences, Inc. Refer to Note 3, Reverse Recapitalization, for further details of the Merger. Liquidity and Going Concern The Company has devoted substantially all of its efforts to organizing and staffing, business planning, raising capital, and conducting preclinical studies and has not realized substantial revenues from its planned principal operations. To date, the Company has financed its operations primarily through a Reverse Recapitalization, the sale of equity securities and convertible debt and, to a lesser extent, through collaboration agreements and governmental grants. At June 30, 2022 and December 31, 2021, the Company had an accumulated deficit of 138.4 million and 115.1 million, respectively. The Company’s net losses were $23.4 million and $33.0 million for the six months ended June 30, 2022 and 2021, respectively. Substantially all of the Company’s net losses resulted from costs incurred in connection with the Company’s research and development programs and from general and administrative costs associated with the Company’s operations. The Company expects to incur substantial operating losses and negative cash flows from operations for the foreseeable future as the Company advances its preclinical activities and clinical trials for its product candidates in development. As of June 30, 2022, the Company had cash, cash equivalents and restricted cash of $143.1 million. Based on the cash and cash equivalents on hand, the Company believes its combined cash and cash equivalents will be sufficient to fund operations, including clinical trial expenses and capital expenditure requirements, for at least 12 months from the issuance date of these interim financial statements. The Company’s continued existence is dependent upon management’s ability to develop profitable operations. Management is devoting substantially all of its efforts to developing its business and raising capital and there can be no assurance that the Company’s efforts will be successful. No assurance can be given that management’s actions will result in profitable operations or the meeting of ongoing liquidity needs.	1. Organization and Description of Business Senti Biosciences, Inc. or (the “Company”), was incorporated under the laws of the State of Delaware in June 2016, and is a biotechnology company that programs next-generation cell and gene therapies with what we refer to as “gene circuits.” The Company is headquartered in South San Francisco, California. Liquidity and Going Concern The Company has devoted substantially all of its efforts to organizing and staffing, business planning, raising capital, and conducting preclinical studies and has not realized substantial revenues from its planned principal operations. In addition, the Company has a limited operating history, has incurred recurring operating losses and negative cash flows from operations since inception, has an accumulated deficit, has funded its operations primarily with proceeds from sale of redeemable convertible preferred stock and the issuance of convertible notes, and expects that it will continue to incur net losses and negative cash flows from operations into the foreseeable future, particularly as the Company advances its preclinical activities and clinical trials for its product candidates in development. The Company’s continued existence is dependent upon management’s ability to develop profitable operations. Management is devoting substantially all of its efforts to developing its business and raising capital and there can be no assurance that the Company’s efforts will be successful. No assurance can be given that management’s actions will result in profitable operations or the meeting of ongoing liquidity needs. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. In 2021 and 2020, the Company received aggregate proceeds of $67.0 million and $30.0 million, respectively, (Note 6) from the issuance of its Series B redeemable convertible preferred stock. Additionally, in 2020, the Company received $8.0 million from the issuance of promissory notes (Note 5). As of December 31, 2021, the Company had an accumulated deficit of $115.1 million, and cash, cash equivalents and restricted cash of $59.3 million. As of December 31, 2020, the Company had an accumulated deficit of $59.8 million, and cash, cash equivalents and restricted cash of $31.0 million. As of April 1, 2022, the issuance date of the consolidated financial statements as of and for the year ended December 31, 2021, the Company expects that its cash and cash equivalents will not be sufficient to fund its operating expenses and capital expenditure requirements for at least one year from the issuance date of the consolidated financial statements and therefore the Company concluded that substantial doubt existed about the Company’s ability to continue as a going concern. The Company is seeking to complete a liquidity event via a special purpose acquisition company (“SPAC”) (see pending merger with Dynamics Special Purpose Corp. below). Upon the completion of a qualified public offering on specified terms (Note 6), the Company’s outstanding convertible preferred stock will automatically convert into shares of common stock. These plans are intended to mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern; however, as the plans are not entirely within the Company’s control, management cannot assure they will be effectively implemented. In the event the Company does not complete a SPAC merger, the Company expects to seek additional funding through private equity financings, debt financings, collaborations, licensing arrangements, and/or strategic alliances. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborations or other such arrangements. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to raise capital when needed, or on attractive terms, it could be forced to delay, reduce or eliminate its research or drug development programs or any future commercialization efforts. Pending Merger with Dynamics Special Purpose Corp. On December 19, 2021, the Company entered into a Business Combination Agreement with Dynamics Special Purpose Corp. (“DYNS”), a publicly traded SPAC. Under the terms of the proposed transaction, DYNS will merge with the Company at an estimated combined enterprise value of approximately $276.0 million. The cash components of the transaction will be funded by DYNS’ cash in trust of $230.0 million (assuming no redemptions) as well as a $66.8 million private placement of common stock at $10.00 per share from various accredited investors.

Summary of Significant Accounting Policies

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Accounting Policies [Line Items]

Summary of Significant Accounting Policies and Basis of Presentation

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and

regulations of the Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the accounts of Senti Biosciences, Inc., and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. We have one business activity and operate in one reportable segment.

Unless otherwise noted, the Company has retroactively adjusted all common and preferred share and related price information to give effect to the exchange ratio established in the Merger Agreement.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the valuation of stock-based awards, the accrual for research and development expenses, the valuation of contingent earnout, the valuation of convertible notes, the valuation of common and redeemable convertible preferred stock, the valuation of preferred stock tranche liability, standalone selling price (“SSP”) and the determination of the incremental borrowing rate. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates.

Unaudited Interim Condensed Consolidated Financial Statements

The accompanying interim condensed consolidated financial statements and the related footnote disclosures are unaudited. These unaudited interim financial statements have been prepared on the same basis as the audited financial statements, and in management’s opinion, include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2022 and its results of operations for the three and six months ended June 30, 2022 and 2021, and cash flows for the six months ended June 30, 2022 and 2021. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ended December 31, 2022 or any other period. The December 31, 2021

year-end

condensed consolidated balance sheet was derived from audited annual financial statements but does not include all disclosures from the annual financial statements.

Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2021 and the related notes included in the Company’s Registration Statement on Form

S-1,

filed with the SEC on June 28, 2022, and amended on July 29, 2022, which provides a more complete discussion of the Company’s accounting policies and certain other information. There have been no material changes to the Company’s significant accounting policies as of and for the three and six months ended June 30, 2022, as compared to the significant accounting policies described in the Company’s audited annual consolidated financial statements as of and for the year ended December 31, 2021, except as discussed below.

Contingent Earnout Equity

In connection with the Reverse Recapitalization and pursuant to the Merger dated as of June 8, 2022 by and among the Merger Sub and Legacy Senti, former holder of the Legacy Senti common stock and Legacy Senti preferred stock are entitled to receive as additional consideration of up to 2,000,000 shares of the Company’s Common Stock (the “Contingent Earnout Shares”), comprised of two separate tranches of 1,000,000 shares per tranche, for no consideration upon the achievement of certain share price milestones within a period of two and three years. If there is a change of control within the three-year period following the closing of the Merger that results in a per share price equal to or in excess of certain share price milestones not previously met, then the Company shall issue the earnout shares to the holders of Legacy Senti common stock and preferred stock. In accordance with ASC

815-40,

Derivatives and Hedging

, as certain terms of the contingent earnout shares were not indexed to the common stock, equity treatment is precluded and liability classification is required at the Reverse Recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other (expense) income, net in the condensed consolidated statements of operations and comprehensive loss. A portion of the earnout shares were granted to holders of Legacy Senti common stock that are subject to repurchase so was accounted for as stock-based compensation and as of the date of the Merger and expensed as there was no remaining service period.

The estimated fair value of the Contingent Earnout Shares was determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over a three-year period prioritizing the most reliable information available. The assumptions utilized in the calculation were based on the achievement of certain stock price milestones, including the current Company common stock price, expected volatility, risk-free rate, expected term and expected dividend yield.

2. Summary of Significant Accounting Policies and Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The consolidated financial statements include the accounts of Senti Biosciences, Inc., and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. We have one business activity and operate in one reportable segment.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses, the valuation of stock-based awards, the valuation of convertible notes, the valuation of common and redeemable convertible preferred stock, the valuation of preferred stock tranche liability, standalone selling price (“SSP”) and the determination of the incremental borrowing rate. Actual results could differ from those estimates, and such differences could be material to the financial position and consolidated statements of operations and comprehensive loss.

Impact of the

COVID-19

Coronavirus

During 2021, widespread availability of

COVID-19

vaccines in the United States and elsewhere in the world, combined with government assistance programs, fiscal policies and other factors, led to a rebound in the global economy as several states and countries began to

re-open

and loosen many

COVID-19

related restrictions. Nonetheless, the

COVID-19

pandemic remains a global health crisis and continues to evolve. Despite the emergence of new variants, increased public safety measures and deployment of vaccines, including vaccine boosters, to slow the spread of the virus have resulted in substantial improvements in the global economy throughout 2021 and into early 2022. As of December 31, 2021, we were operating at

pre-pandemic

levels.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash, cash equivalents, and short-term investments that are maintained in checking and money market accounts at

one financial institution, which at times, may exceed federally insured limits. The Company’s short-term investments, if any, are limited to certain types of debt securities issued by the U.S. government, its agencies, and institutions with investment-grade credit ratings, and places restrictions on maturities and concentration by type and issuer. The Company believes that it is not exposed to significant credit risk due to the financial position of the institutions in which those deposits and short-term investments are held. As of December 31, 2021 and 2020, the Company has not experienced any credit losses in such accounts or investments.

Cash, Cash Equivalents, and Restricted Cash

Cash equivalents consist of amounts deposited in money market funds and securities with original maturity dates of three months or less, which are stated at fair value.

The Company’s restricted cash consists of cash deposited with a financial institution as collateral for a letter of credit required under the Company’s headquarters and research facility leases. The restricted cash is presented separately from cash and cash equivalents and classified as

non-current

on the balance sheet, as the Company expects the cash to remain restricted for a period greater than one year.

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that total to the amounts shown in the consolidated statements of cash flows for the Company:


	December 31,
	2021		2020
Cash and cash equivalents		56,034		30,537
Restricted cash		3,257		497

Total	$	59,291	$	31,034

Short-term Investments

Investments in marketable securities with original maturities less than 12 months from the balance sheet date, if any, are classified as short-term investments. Investments with original maturities of greater than 12 months from the balance sheet date, if any, are classified as long-term. The Company classifies all of its investments as

available-for-sale

and records such assets at estimated fair value in the balance sheet, with unrealized gains and losses, if any, reported as a component of other comprehensive loss within the consolidated statement of operations and comprehensive loss, and as a separate component of stockholders’ equity. These investments consist of corporate debt securities, U.S. Government securities, asset-based securities, and commercial paper, which are subject to minimal credit and market risk. The Company uses the specific identification method to determine the amount of realized gains or losses on sales of marketable securities. Realized gains and losses on sales of securities and declines in the fair value of securities judged to be other than temporary are included in other income or expense. Unrealized gains and losses are included in other comprehensive loss. Interest on

available-for-sale

securities is included in interest income in the consolidated statements of operations and comprehensive loss.

Fair Value Measurements

Certain assets and liabilities of the Company are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or the exit price that would be paid to transfer a liability in

the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

•

Level 1 — Quoted prices in active markets for identical assets or liabilities.

•

Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

•

Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies, and similar techniques.

To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The estimated fair values of the Company’s cash and cash equivalents, restricted cash, trade, and other receivables and accounts payable approximate their carrying values given their short-term nature.

The Company’s convertible notes and preferred stock tranche liability were carried at fair value from the date of issuance through their respective extinguishment in October 2020 and May 2021, and were determined using Level 3 inputs in the fair value hierarchy described above.

Property and Equipment, Net

Property and equipment, net is stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are as follows:


Small equipment			2 years
Computer equipment and software			3 years
Laboratory equipment			5-7 years
Furniture and fixtures			5-7 years
Leasehold improvements			Shorter of the lease term and the useful life

The Company capitalizes certain costs incurred during the construction phase of a project or asset into

construction-in-progress.

Once the construction is complete and the asset is placed into service, we transfer its carrying value into the appropriate fixed asset category and begin depreciating the value over its useful life.

When assets are retired or disposed of, any resulting gain or loss is included in net loss. Expenditures for maintenance and repairs are expensed as incurred.

Impairment of Long-Lived Assets

The Company evaluates its long-lived assets, such as property and equipment, net, for impairment whenever events or changes in circumstances indicate that the carrying value of assets may not be recoverable.

Recoverability of these assets is measured by comparing their carrying value to the future net undiscounted cash flows the assets are expected to generate over their remaining economic life. If such assets are considered to be impaired, the amount of any impairment is measured as the difference between their carrying value and their fair value. If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the revised shorter useful life.

Leases

The Company determines if an arrangement is or contains a lease at inception. Operating leases are recorded on the consolidated balance sheets with

right-of-use

assets (“ROU”) representing the Company’s right to use an underlying asset for the lease term and lease liabilities representing the Company’s obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Operating lease ROU assets also include the effect of any lease payments made prior to or on lease commencement and excludes lease incentives and initial direct costs incurred, as applicable. As the implicit rate in the Company’s leases is typically unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Company gives consideration to its credit risk, the term of the lease, and total lease payments and adjusts for the impacts of collateral as necessary when calculating its incremental borrowing rates. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. Variable lease payments are recorded as an expense in the period incurred.

The Company has elected to not separate lease and

non-lease

components for any leases within its existing classes of assets and, as a result, accounts for any lease and

non-lease

components as a single lease component. The Company has also elected not to apply the recognition requirement for leases with a term of 12 months or less.

Revenue Recognition

Contract Revenue

Revenue is recognized when a customer obtains control of promised goods or services. The Company applies the following five steps to recognize revenue: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to performance obligations in the contract; and (v) recognize revenue when (or as) the performance obligations are satisfied.

A performance obligation is defined as a promise to transfer a product or a service to a customer that is distinct. A product or a service is distinct if both (i) the customer can benefit from the product or the service either on its own or together with other resources that are readily available to the customer and (ii) the Company’s promise to transfer the product or the service to the customer is separately identifiable from other promises in the contract. Each distinct promise to transfer a product or a service is a unit of accounting for revenue recognition. If a promise to transfer a product or a service is not distinct from other promises in the contract, such promises should be combined into a single performance obligation. The assessment of each of these elements may require significant judgments.

Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. If these options provide a material right to the customer, they are considered performance obligations. The identification of material rights requires judgments related to the determination of the value of the underlying license relative to the option exercise price, including assumptions about technical feasibility and the probability of developing a candidate that would be subject to the option rights.

The transaction price is the amount of consideration the Company is entitled to receive in exchange for the transfer of control of a product or a service to a customer. The Company’s agreements may include both fixed and variable consideration. Fixed payments are included in the transaction price, while variable consideration, such as milestone payments and fees for research services, are estimated and constrained (if required) at the inception of the contract and evaluated on a periodic basis thereafter.

If a contract has multiple performance obligations, the Company allocates the transaction price to each distinct performance obligation based on the relative stand-alone selling price (“SSP”) of the performance obligation. The Company determines SSP at contract inception and at contract modification. Determining the SSP for performance obligations requires significant judgment. Changes in the key assumptions used to determine the SSP could have a significant effect on the allocation of arrangement consideration between multiple performance obligations.

For each distinct performance obligation, revenue is recognized as the Company transfers control of the product or the service applicable to such performance obligations. In instances where the Company first receives consideration in advance of satisfying its performance obligation, the Company classifies such consideration as deferred revenue until the Company satisfies such performance obligations. In instances where the Company first satisfies its performance obligation prior to its receipt of consideration, the consideration is a contract asset recorded in prepaid expenses and other current assets on the consolidated balance sheets.

Grant Income

The Company receives government grants that reimburse the Company for certain allowable costs for funded projects. Grant income is recognized on a systematic basis over the period in which the Company recognizes qualified research and development costs that grant is intended to compensate and there is reasonable assurance that the Company will meet the terms and conditions of the grant. This income is recorded as grant income in the consolidated statements of operations and comprehensive loss.

Grant payments received in excess of grant revenue earned are recognized as deferred revenue on the balance sheets, and grant income earned in excess of grant payments received is recognized as trade and other receivables on the consolidated balance sheets.

Research and Development Expenses

Research and development costs are expensed as incurred. Research and development costs consist of salaries and other personnel-related expenses, including associated stock-based compensation, lab supplies and services,

in-license

and technology costs, consulting and sponsored research fees, facility costs and depreciation expense.

Nonrefundable advance payments for goods and services that will be used or received in future research and development activities are deferred and recognized as an expense in the period in which the related goods are delivered, or services are performed.

The Company has acquired and may continue to acquire the rights to gene circuit or other technologies from third parties. The upfront payments to acquire a license, product, or rights, as well as any annual maintenance charges and future milestone payments, are immediately recognized as research and development expense provided that there is no alternative future use of the rights in other research and development projects.

Deferred Offering Costs

Deferred offering costs consists of incremental legal, accounting and other fees directly attributable to equity offerings. Deferred offering costs are capitalized within prepaid and other current assets on the consolidated balance sheets and are offset against proceeds of the offering in the consolidated statements of redeemable convertible preferred stock and stockholders’ deficit as a reduction of additional

paid-in

capital upon the completion of the equity offering. In the event the equity offering is terminated, all of the deferred offering costs are expensed within the Company’s consolidated statements of operations and comprehensive loss. For the year ended December 31, 2021 the Company expensed $2.2 million of previously deferred offering costs related to the suspended IPO within general and administrative expense on the consolidated statement of operations and comprehensive loss. As of December 31, 2021, the Company has recorded $1.4 million of deferred offering costs related to the pending SPAC merger that is included in prepaids and other current assets. There were no deferred offering costs as of December 31, 2020.

Commitments and Contingencies

The Company recognizes a liability with regard to loss contingencies when it believes it is probable a liability has occurred and the amount can be reasonably estimated. If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, the Company accrues that amount. When no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount in the range. The Company has not recorded any such liabilities as of December 31, 2021 and 2020.

Fair Value Option for Convertible Notes

The Company elected to account for its convertible notes at fair value as of the issuance date in order to measure those liabilities at amounts that more accurately reflect the current economic environment in which the Company operates. Accordingly, the Company recorded these convertible notes issued in August 2020 at fair value with changes in fair value recognized in change in fair value of convertible notes in the consolidated statements of operations and comprehensive loss. As a result of applying the fair value option, direct costs and fees related to the convertible notes were expensed in the period incurred.

Accretion and Classification of Redeemable Convertible Preferred Stock

The Company’s redeemable convertible preferred stock is recorded based on proceeds received, net of the related preferred stock tranche liability and issuance costs, and is classified outside of stockholders’ deficit on the consolidated balance sheets because the holders of such shares have liquidation rights in the event of a deemed liquidation that, in certain situations, are not solely within the control of the Company and would require the redemption of the then-outstanding redeemable convertible preferred stock. The Company’s Series A and Series B redeemable convertible preferred stock are subject to liquidation, dissolution, or winding up of the Company, either voluntary or involuntary (Note 6). Because the occurrence of a deemed liquidation event is not currently probable as of December 31, 2021, the carrying values of the redeemable convertible preferred stock are not being accreted to their redemption values. Subsequent adjustments to accrete the carrying values of the redeemable convertible preferred stock to its redemption price would be made only when a deemed liquidation event becomes probable.

Preferred Stock Tranche Liability

The Company’s Series B redeemable convertible preferred stock included an obligation whereby the investors agreed to buy, and the Company agreed to sell additional shares at a fixed price in the event that certain agreed-

upon milestones were achieved or at the election of investors. This obligation was determined to be a freestanding financial instrument that should be accounted for as a liability at fair value (Notes 3 and 6). This preferred stock tranche liability was revalued at each reporting period through settlement with changes in the fair value recorded as a change in preferred stock tranche liability in the consolidated statements of operations and comprehensive loss. The fair value at settlement was reclassified to redeemable convertible preferred stock at such time.

Stock-Based Compensation

The Company recognizes stock-based compensation expense related to employees and

non-employees

based on the grant date fair value of the awards. For awards that vest solely based on continued service, stock-based compensation expense is recognized in the consolidated statements of operations using the straight-line method. For performance and market awards, stock-based compensation expense is recognized over the requisite service period using the accelerated attribution method. No compensation expense will be recognized for awards subject to performance conditions until it is probable that the performance condition will be met.

The Company has allowed specified option holders to exercise unvested options. The options that are exercised prior to vesting continue to vest according to the respective option agreement, and such unvested shares are subject to repurchase by the Company at the option holder’s original exercise price in the event the option holder’s service with the Company voluntarily or involuntarily terminates.

The Company records proceeds from the early exercise of options as a current and long-term liability in the consolidated balance sheet, and reclassifies this liability to additional

paid-in

capital as the Company’s repurchase right lapses. The shares purchased by the option holders pursuant to the early exercise of stock options are not deemed, for accounting purposes, to be outstanding until those shares have vested.

Net Loss Per Share

The Company follows the

two-class

method when computing net loss per share as the Company has issued shares that meet the definition of participating securities. The

two-class

method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The

two-class

method requires loss available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in undistributed earnings as if all loss for the period had been distributed.

Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted net loss per share attributable to common stockholders is computed by adjusting net loss attributable to common stockholders for an allocation of the undistributed earnings and dividing it by the weighted-average number of common shares outstanding for the period, including potential dilutive common shares. For purposes of this calculation, the Company’s outstanding stock options, redeemable convertible preferred stock, and potential issuance of redeemable convertible preferred stock under existing preferred stock tranches, are considered potential dilutive common shares.

The Company’s participating securities contractually entitle the holders of such securities to participate in dividends but do not contractually require the holders of such securities to participate in losses of the Company.

Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss

per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated statement of operations in the period that includes the enactment date.

The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income,

tax-planning

strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions on the basis of a two-step process whereby (i) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than

percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. To date, there have been no interest charges or penalties related to unrecognized tax benefits.

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU

No. 2016-13,

Financial Instruments-Credit Losses (Topic 326)

, which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. For trade receivables and other instruments, a new forward-looking expected loss model that generally results in the earlier recognition of allowances for losses will be required. The Company adopted this standard as of January 1, 2021, which did not have a material impact on its consolidated financial statements.

In August 2018, the FASB issued ASU

No. 2018-13,

Fair Value Measurement (Topic 820)

, which eliminates, modifies, and adds disclosure requirements for fair value measurements. The Company adopted this standard as of January 1, 2021, and modified its disclosures accordingly. The standard did not have a material impact on the Company’s consolidated financial statements.

In November 2018, the FASB issued ASU No. 2018-18,

Collaborative Arrangements

, which clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue when the collaborative arrangement participant is a customer in the context of a unit of account and precludes recognizing as revenue consideration received from a collaborative arrangement participant if the participant is not a

customer. The Company adopted this standard as of January 1, 2021 which did not have a material impact on its consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

In December 2019, the FASB issued ASU No. 2019-12,

Simplifying the Accounting for Income Taxes

(Topic 740), which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years with early adoption permitted. The Company is currently evaluating the impact of this standard but does not expect the adoption will have a material impact on its consolidated financial statements and related disclosures.

In March 2020, the Financial Accounting Standards Board issued ASU

No. 2020-03,

Codification Improvements to Financial Instruments

. This standard improves and clarifies various financial instruments topics and includes seven different issues that describe the areas of improvement and the related amendments to GAAP that are intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. This ASU is effective January 1, 2023 with early adoption permitted. The Company is currently evaluating the impact of this standard.

In August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This standard is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

In October 2020, the FASB issued ASU

No. 2020-10,

Codification Improvements

, which moves all disclosure guidance to the appropriate codification section and makes other improvements and technical corrections. The standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

In November 2021, the FASB issued ASU 2021-10,

Government Assistance (Topic 832) — Disclosures by Business Entities about Government Assistance,

which seeks to increase the transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity’ accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. Diversity currently exists in the recognition, measurement, presentation, and disclosure of government assistance received by business entities because of the lack of specific authoritative guidance in U.S. GAAP. ASU 2021-10 is effective for fiscal years beginning after December 15, 2021. Early application of the amendments is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

In May 2021, the FASB issued ASU 2021-04

Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 370-50), Compensation-Stock Compensation (Topic 718),and Derivatives and

Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40); Issuer’s Accounting for Certain Modifications or

Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force)

, which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The standard is effective for all entities for fiscal years beginning after December 15, 2021. Adoption of this standard will not have a material impact on the Company’s consolidated financial statements.

Reverse Recapitalization

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Reverse Recapitalization

3. Reverse Recapitalization

On June 8, 2022, Merger Sub, a wholly-owned subsidiary of Dynamics, merged with Legacy Senti, with Legacy Senti surviving as a wholly-owned subsidiary of Dynamics. At the effective time of the Merger:

•

each outstanding share of Legacy Senti common stock was converted into approximately 0.1957 shares of the Company’s common stock;

•

each outstanding share of preferred stock of Legacy Senti was cancelled and converted into the aggregate number of shares of the Company’s common stock that would be issued upon conversion of the shares of Legacy Senti preferred stock based on the applicable conversion ratio immediately prior to the effective time, multiplied by approximately 0.1957;

•

each outstanding option to purchase Legacy Senti’s common stock was converted into an option to purchase a number of shares of the Company’s common stock equal to the number of shares of Legacy Senti common stock subject to such option multiplied by approximately 0.1957, rounded down to the nearest whole share, at an exercise price per share equal to the current exercise price per share for such option divided by approximately 0.1957, rounded up to the nearest whole cent; and

•

all shares of Dynamics Class A common stock were redesignated as common stock, par value $0.0001 per share, of the Company.

Former holders of the Legacy Senti common stock and preferred stock are eligible to receive up to an aggregate of 2.0 million additional shares of the Company’s common stock in the aggregate in two equal tranches of 1.0 million shares if the volume-weighted average closing sale price of the common stock is greater than or equal to $15.00 and $20.00, respectively, for any 20 trading days within any 30 consecutive trading day

period. The first and second tranche term is two and three years, respectively, from the closing of the Merger. If there is a change of control within the three-year period following the closing of the Merger that results in a per share price equal to or in excess of the $15.00 and $20.00 share price milestones not previously met, then the Company shall issue the earnout shares to the holders of Legacy Senti common stock and preferred stock. Refer to Note 8,

Stockholders’ Equity (Deficit)

, for further details of the contingent earnout liability.

In association with the Merger, Dynamics entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors purchased an aggregate of 5,060,000 shares of the Company’s common stock (the “PIPE Shares”) in a private placement at a price of $10.00 per share for an aggregate purchase price of $50.6 million (the “PIPE Financing”). The PIPE Financing was consummated in connection with the Merger.

Concurrently with the closing of the Merger, the unsecured convertible promissory note (the “May 2022 Note”) in the principal amount of $5.2 million that was previously issued by Legacy Senti to Bayer Healthcare LLC (“Bayer”) on May 19, 2022 was automatically cancelled and exchanged for 517,500 shares of Class A Common Stock (the “Note Exchange”) at a price of $10.00 per share. The shares of Class A Common Stock issued in the Note Exchange are entitled to the same registration rights granted to the PIPE Investors with respect to the PIPE Shares. Refer to Note 7,

Convertible Note

, for further details of the convertible note.

The number of shares of the Company’s common stock outstanding immediately following the consummation of the Merger was:


	Shares
Owned by Dynamics’ stockholders		14,915,963
Issued to PIPE Investors		5,060,000
Issued to Bayer in connection with convertible note cancellation and exchange		517,500
Issued to Legacy Senti stockholders		23,163,614	(1)
Early exercised shares subject to repurchase		(288,807	)

Total shares of common stock immediately after Merger		43,368,270

(1)	Includes 19,517,988 shares of common stock issued upon conversion of Legacy Senti’s redeemable convertible preferred stock.

The Merger is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Dynamics is treated as the acquired company for financial reporting purposes and Legacy Senti is treated as the acquiror. This determination is primarily based on the fact that subsequent to the Merger, the Legacy Senti stockholders hold a majority of the voting rights of the combined company, Legacy Senti comprises all of the ongoing operations of the combined company, Legacy Senti comprises a majority of the carryover governing body of the combined company, and Legacy Senti’s senior management comprises all of the senior management of the combined company. Accordingly, for accounting purposes, the Merger was treated as the equivalent of Legacy Senti issuing shares for the net assets of Dynamics, accompanied by a recapitalization. The net assets of Dynamics were stated at historical costs. No goodwill or other intangible assets were recorded. Operations prior to the Merger are those of Legacy Senti.

In connection with the Merger, the Company received $140.7 million in proceeds from the Merger and related PIPE Financing, including the Bayer convertible note cancellation and exchange. The Company incurred

$23.3 million of transaction costs, consisting of banking, legal, and other professional fees, which was recorded as a reduction of proceeds to additional

paid-in

capital. In addition, there were $0.3 million of unpaid transaction costs included in accounts payable and accrued expenses as of June 30, 2022.

Other Financial Statement information

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Other Financial Statement Information [Abstract]

Other Financial Statement information

5. Other Financial Statement information

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	June 30,		December 31,
	2022		2021
Prepaid expenses (including prepaid rent)		2,535		798
Deposits		983		1,157
Reverse Recapitalization deferred offering costs		—		1,446
Other		28		275

Total prepaid expenses and other current assets	$	3,546	$	3,676

Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	June 30,			December 31,
	2022			2021
Lab equipment	$	6,395		$	4,988
Leasehold improvements		1,830			431
Computer equipment and software		342			262
Furniture and fixtures		294			294
Construction in progress		28,762			8,048

Property and equipment at cost		37,623			14,023
Less: accumulated depreciation		(2,118	)		(1,655	)

Property and equipment, net	$	35,505		$	12,368

Depreciation totaled $0.5 million and $0.3 million for the six months ended June 30, 2022 and 2021, respectively and $0.3 million and $0.2 million for the three months ended June 30, 2022 and 2021, respectively.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following (in thousands):


	June 30,		December 31,
	2022		2021
Accrued professional and service fees	$	7,234	$	2,555
Accrued employee-related expenses		1,799		2,665
Other accrued expenses		23		111

Total accrued expenses and other current liabilities	$	9,056	$	5,331

4. Other Financial Statement information

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	December 31,
	2021		2020
Deposits	$	1,157	$	25
SPAC deferred offering costs		1,446		—
Unbilled contract		—		229
Other		1,073		830

Total prepaid expenses and other current assets	$	3,676	$	1,084

Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	December 31,
	2021			2020
Lab equipment	$	4,988		$	3,459
Leasehold improvements		431			158
Computer equipment and software		262			214
Furniture and fixtures		294			232
Construction in progress		8,048			231

Property and equipment at cost		14,023			4,294
Less: accumulated depreciation		(1,655	)		(982	)

Property and equipment, net	$	12,368		$	3,312

Depreciation

expense for the years ended December

2021

and

2020

was $

0.8

million and $

0.6

million, respectively. For the years ended December

2021

and

2020

, the Company impaired fixed assets and recorded impairment losses of less than $

0.1

million and $

0.2

million, respectively.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following (in thousands):


	December 31,
	2021		2020
Accrued professional and service fees	$	2,555	$	54
Accrued employee related expenses		2,665		1,933
Other accrued expenses		111		11

Total accrued expenses and other current liabilities	$	5,331	$	1,998

Convertible Notes

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Debt Disclosure [Abstract]

Convertible Notes

7. Convertible Note

On May 19, 2022, in connection with the Merger, Legacy Senti issued $5.2 million in unsecured convertible promissory notes for the purchase price of $5.2 million. The May 2022 Note was due May 2024 and interest accrued at an annual rate of 3.0%.

The May 2022 Note was cancellable and exchangeable or convertible under any of the following circumstances:

•

Automatic conversion upon the closing of the Business Combination Agreement with Dynamics. The outstanding principal under this note shall be cancelled and exchanged automatically into that number of shares of Dynamics common stock as is equal to (a) the entire principal amount under this note divided by (b) $10.00. Upon conversion of this note, any and all accrued interest under this note shall immediately and automatically be cancelled and forgiven. The shares issued upon conversion of this note shall have the same rights and entitlements as the shares issued in connection with the PIPE by Dynamics.

•

Automatic conversion upon closing of a qualified Initial Public Offering (“IPO”). The note and any accrued unpaid interest shall be automatically converted into shares of the equity securities issued in the qualified IPO at a conversion price equal to the product of (a) 80%, and (b) the price per share of the Company’s common stock issued to the public in the qualified IPO.

•

Automatic conversion upon closing of

non-qualified

financing. The note and any accrued unpaid interest shall be automatically converted into shares of the Company’s equity securities issued in such

non-qualified

financing at a conversion price per share equal to the product of (a) 80%, and (b) the lowest

per-share

selling price of the equity securities issued to other investors in the

non-qualified

financing.

•

If the note has not been repaid or previously converted, on or after the maturity date, at the election of the holder, the outstanding balance shall either (a) be repaid in cash in an amount equal to the outstanding principal, or (b) be converted into that number of shares of Legacy Senti’s Series B Preferred Stock equal to the outstanding balance divided by the original issuance price of the Series B Preferred Stock.

On June 8, 2022, concurrently with the closing of the Merger, the May 2022 Note was automatically cancelled and exchanged for 517,500 shares of Class A Common Stock at a price of $10.00 per share.

In accordance with the accounting guidance for an extinguishment

convertible debt instruments with a conversion feature that is separately accounted for as a derivative, the Company determined that the cancellation and exchange should be accounted for as an extinguishment of the May 2022 Note and a gain on extinguishment of $1.3 million was recorded at the closing of the Merger and all accrued interest at the time of the Merger was reversed and recorded to additional paid in capital.

5. Convertible Notes

In August 2020, the Company issued $8.0 million in convertible notes to existing investors, including related parties, with a stated annual interest rate of 8%. The principal and accrued interest was payable upon maturity in February 2021.

The outstanding balance of principal plus accrued and unpaid interest were automatically convertible at the sale of preferred stock of at least $25.0
million (the “Qualified Financing”). On conversion of the convertible notes in a Qualified Financing, the same class of preferred shares would be issued
at a price equal to 90% of the fixed price per share paid by the purchasers of preferred stock participating in the Qualified Financing. In connection with
the issuance and sale of Series B redeemable convertible preferred stock in October 2020 (Note 6), all of the outstanding principal and accrued interest
of $8.1 million under the convertible notes was converted into 5,485,858 shares of Series B redeemable convertible

preferred stock and the related preferred stock tranche liability.

For the year ended December 31, 2020, we recorded a fair value loss of $0.7 million that is included in the change in fair value of convertible notes, in the accompanying consolidated statements of operations and comprehensive loss.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Redeemable Convertible Preferred Stock

12 Months Ended

Dec. 31, 2021

Temporary Equity Disclosure [Abstract]

Redeemable Convertible Preferred Stock

6. Redeemable Convertible Preferred Stock

The Company’s redeemable convertible preferred stock consisted of the following (in thousands, except per share amounts):


	December 31, 2021
	Issue Price		Shares Authorized		Shares Issued and Outstanding		Net Carrying Value		Aggregate Liquidation Preference
Series A	$	1.6427		35,199,610		35,199,610	$	57,408	$	57,822
Series B	$	1.6427		64,534,944		64,534,933	$	114,425	$	106,012

Total				99,734,554		99,734,543	$	171,833	$	163,834


	December 31, 2020
	Issue Price		Shares Authorized		Shares Issued and Outstanding		Net Carrying Value		Aggregate Liquidation Preference
Series A	$	1.6427		35,199,610		35,199,610	$	57,408	$	57,822
Series B	$	1.6427		64,534,944		23,748,457	$	32,254	$	39,012

Total				99,734,554		58,948,067	$	89,662	$	96,834

In October 2020, the Company issued 15,624,670 shares of Series B redeemable convertible preferred stock at a price of $1.6427 per share for total proceeds of $25.7 million, net of issuance costs of $0.1 million, and converted the related convertible notes into 5,485,858 shares of Series B redeemable convertible preferred stock. The terms of the Series B redeemable convertible preferred stock included the obligations for the investors to purchase, and the Company to sell, 16,842,176 and 18,668,438 additional shares of Series B redeemable convertible preferred stock in two additional closings (“Tranche 2” and “Tranche 3”) for a price of $1.6427 per share.

On December 28, 2020, the Company issued 2,637,929 shares of Series B redeemable convertible preferred stock to new and existing investors for gross proceeds of $4.3 million, net of issuance costs of $0.2 million. These Series B redeemable convertible preferred stock also included obligations for the investors to purchase, and the Company to sell, 2,637,929 additional shares of Series B redeemable convertible preferred stock in both Tranche 2 and Tranche 3 for a price of $1.6427 per share. Also on December 28, 2020, certain investors forfeited their rights and obligations to purchase 1,217,506 and 3,043,768 shares of Series B redeemable convertible preferred stock in Tranche 2 and Tranche 3, respectively.

On January 19, 2021, the Company issued 1,420,426 shares of Series B redeemable convertible preferred stock to investors for gross proceeds of $2.3
million, net of issuance costs of $6 thousand. The terms of the Series B redeemable convertible preferred stock sold are the same as the terms of
previous issuances of Series B redeemable convertible preferred stock issued in October 2020, and also included obligations for the investors to
purchase, and the Company to sell, 1,420,426 additional shares of Series B redeemable convertible preferred stock in each of Tranches 2 and 3 for a
price of $1.6427 per share.

In April 2021, the Company’s Board of Directors determined that the Series B milestone had been achieved and approved the notice to call tranches 2 and 3, subject to requisite stockholders’ written election and related waivers. The second and third closings occurred on May 14, 2021 and the Company issued 39,366,050 shares of Series B redeemable convertible preferred stock to investors for proceeds of $64.7 million for which no additional issuance costs were incurred.

The following is a summary of the rights and privileges of the holders of redeemable convertible preferred stock:

Voting Rights

Each share of redeemable convertible preferred stock has voting rights equal to the number of shares of common stock into which such preferred stock is convertible. The holders of redeemable convertible preferred stock vote together with the holders of common stock as a single class for most matters.

The

holders of Series A redeemable convertible preferred stock voting as a separate class are entitled to elect

two

directors. The holders of Series B redeemable convertible preferred stock voting as a separate class are entitled to elect

two

directors. The holders of common stock, voting as a separate class, are entitled to elect

two

directors of the Company. The holders of common stock and redeemable convertible preferred stock, voting as a single class, are entitled to elect the balance of the

seven

total directors of the Company.

Dividends

The holders of redeemable convertible preferred stock are entitled to receive, if and when declared by the Company’s board of directors,

non-cumulative

cash dividends at a rate of 8.0% per annum of the original issue price. These holders are also entitled to participate in dividends on common stock on an

as-converted

basis. No dividends have been declared or paid to date.

Conversion

At the option of the holder, each share of redeemable convertible preferred stock is convertible into shares of common stock as determined by dividing the applicable original issue price by the applicable conversion price in effect at the time of conversion. The initial conversion price of both Series A and Series B redeemable convertible preferred stock is equal to the original issue price of $1.6427 per share. The conversion ratio for the redeemable convertible preferred stock shall be subject to appropriate adjustments for stock splits, stock dividends, combinations, recapitalizations, or the like. The conversion ratio at December 31, 2021 and December 31, 2020, respectively, is

one-to-one;

however, the conversion price is subject to anti-dilution provisions upon issuance of additional shares of common stock or other convertible securities. The holders of the Series A redeemable convertible preferred stock agreed to forfeit the anti-dilution provisions upon the issuance of Series B redeemable convertible preferred stock.

Each

share of redeemable convertible preferred stock automatically converts into the number of shares of common stock into which such shares are convertible at the applicable conversion ratio upon the earlier: (i) the closing of the sale of shares of common stock in a qualified initial public offering (“IPO”) resulting in gross proceeds of at least $

50.0

million or (ii) the vote or written consent of the holders of the majority of the then-outstanding shares of redeemable convertible preferred stock, voting together as a single class.

a holder of Series B redeemable convertible preferred stock fails to purchase all of its applicable tranche shares at or prior to the milestone closing, all of the holder’s shares of Series B redeemable convertible preferred stock will automatically convert into the number of shares of common stock into which such shares are convertible at the applicable conversion ratio. Such defaulting holder also forfeits its right to designate a member of or observer to the board of directors and any right to participate in any subsequent debt or equity financing of the Company.

Liquidation

In the event of any liquidation, dissolution, or winding up of the Company, either voluntary or involuntary, the holders of the Series B redeemable convertible preferred stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of the Series A redeemable convertible preferred stock and common stock, an amount per share equal to the greater of (i) the Series B original issuance price, plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of Series B redeemable convertible preferred stock been converted into shares of common stock immediately prior to such liquidation, dissolution, winding up or deemed liquidation event.

After the distribution to holders of Series B redeemable convertible preferred stock, the holders of the Series A redeemable convertible preferred stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of the common stock, an amount per share equal to the greater of (i) the Series A original issuance price, plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of Series A redeemable convertible preferred stock been converted into shares of common stock immediately prior to such liquidation, dissolution, winding up or deemed liquidation event. Upon completion of the distribution to the holders of the redeemable convertible preferred stock, all remaining legally available assets will be distributed ratably to the holders of common stock.

Classification

The Company has classified its redeemable convertible preferred stock as temporary equity on the consolidated balance sheets as the stock is contingently redeemable. Upon the occurrence of certain deemed liquidation events that are outside of the Company’s control, including liquidation, sale, or transfer of the Company, holders of the

redeemable convertible preferred stock can cause redemption for cash. During the years ended December 31, 2021 and 2020, the Company did not adjust the carrying value of the redeemable convertible preferred stock to the deemed liquidation value of such shares as a deemed liquidation event was not probable. Additionally, one investor that owns 2,435,016 shares of Series B redeemable convertible preferred stock are redeemable by the holder at the original issuance price in the event that the Company uses any of the proceeds received from such investor for purposes other than operations and research and development activities.

Common Stock

12 Months Ended

Dec. 31, 2021

Common Stock Disclosure [Abstract]

Common Stock

7. Common Stock

Holders of common stock are entitled to one vote per share, and to receive dividends and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders. The holders have no preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to such shares. Common stock is subordinate to the redeemable convertible preferred stock with respect to dividend rights and rights upon liquidation, winding up, and dissolution of the Company. Through December 31, 2021, no cash dividends have been declared or paid.

At December 31, 2021 and 2020, the Company was authorized to issue 138,000,000 shares of common stock, all at a par value of $0.0001 per share, and had reserved the following shares for future issuance:


	December 31,
	2021		2020
Series A and B redeemable convertible preferred stock		99,734,543		58,948,067
Stock options to purchase common stock		11,711,174		4,173,285
Common stock options available for future grant under stock option plan		3,666,927		12,857,369

Total		115,112,644		75,978,721

In addition to the stock options to purchase common stock in the above table, in association with the Business Combination Agreement with DYNS, the Company awarded certain performance and market awards with vesting contingent upon the consummation of the SPAC merger. See Note 9 —

Stock-Based Compensation

for further details

Revenue	6 Months Ended	12 Months Ended
Revenue	Jun. 30, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Revenue	9. Revenue The Company’s revenue consists of amounts received related to research services provided to customers. Contract Revenue In May 2019, the Company entered into a collaborative development agreement. The Company determined that the agreement contained three distinct promises; research and development, design services, and intellectual property, which will be accounted for as a single combined performance obligation of research and development services recognized over time. The development agreement included $0.3 million of fixed consideration allocated to a single performance obligation and an additional $0.3 million of variable consideration. At the inception of the development agreement, it was not probable that a significant reversal of revenue would not occur and therefore the variable consideration was fully constrained. Throughout the development agreement period, several parameters of the research and development services were changed, which increased the uncertainty of achieving the remaining performance obligations. Therefore, in December 2021, the contract asset of $0.3 million was reversed due to this increased uncertainty. In April 2021, the Company entered into a research collaboration and license agreement with Spark Therapeutics, Inc. (“Spark”). Under the agreement, the Company will be responsible for a research program, which includes designing, building and testing five cell type specific-synthetic promoters for use in developing certain gene therapies using the Company’s proprietary technology. The Company received an upfront payment from Spark of $3.0 million and Spark is obligated to reimburse the Company for costs and expenses incurred for the research program. The Company expects to complete the research program over a two-year period. The Company assessed this agreement in accordance with ASC 606, Revenue Recognition (“ASC 606”) and concluded that the contract counterparty, Spark, is a customer. The Company identified only one combined performance obligation in the agreement, which is to perform research services, the related joint research plan and committees for the five specified promoters. The Company determined that the research activities for each of the five promoters are not distinct given there is one single research plan that is performed by the same research team and research results for one promoter may provide insights for other promoters. Pursuant to the agreement, once the research program is completed and the Company delivers a data package to Spark, Spark has 24 months (the “evaluation period”) to determine whether Spark will exercise its options to obtain field-limited, royalty-bearing licenses to develop, manufacture and commercialize promoters corresponding to each of the five specified promoters being researched. For each licensed promoter option that is exercised, the Company is eligible to receive a license fee, potential research, development and commercial milestone payments and royalties on product sales. Spark may generally terminate the agreement upon 90 days prior written notice or 180 days prior written notice if the licensed promoter is in clinical trials or is being commercialized at the time of termination. The Company evaluated Spark’s optional rights to license, develop, manufacture and commercialize each of the promoter profiles to determine whether they provide Spark with any material rights to purchase the promoter licenses at an incremental discount. The Company’s proprietary technology used to develop the promoters is in the early stages of development, so technological feasibility and probability of developing a product is highly uncertain. As a result, determining the SSP for the optional rights is subject to significant judgment. Given the subjectivity associated with determining the SSP for the right to a future license related to unproven technology at contract inception, the Company also evaluated whether the contract consideration associated with the research services represents the SSP for those services. The Company determined the transaction price, inclusive of the upfront payment and reimbursement of costs and expenses incurred for the research program, is commensurate with SSP for the research being conducted given the specialized nature and reliance on proprietary technology. Based on the Company’s assessment of the optional consideration and the qualitative factors of feasibility and probability of development combined with the quantitative assessment that research services are priced at their SSP, the Company concluded that the license option does not provide Spark with an incremental discount and therefore does not constitute a material right. The transaction price associated with the research services in this agreement consists of the fixed upfront amount of $3.0 million and variable consideration. For both collaboration agreements, the Company will recognize the transaction price as research and development services are provided, using a cost-based input method to measure the progress toward completion of its performance obligation and to calculate the corresponding amount of revenue to recognize each period. The Company believes that the cost-based input method is the best measure of progress because other measurements would not reflect how the Company transfers the control related to the performance obligation to our customers. For the three months ended June 30, 2022 and 2021, the Company recorded revenue, which was previously included in deferred revenue at the beginning of each period, of $0.5 million and $0.3 million, respectively, and for the six months ended June 30, 2022 and 2021, the Company recorded revenue, which was previously included in the deferred revenue at the beginning of each period, of $1.0 million and $0.3 million, respectively. Contract asset balances related to unbilled revenue for our collaboration agreements were zero as of June 30, 2022 and 2021, and are presented within prepaid expenses and other current assets on the condensed consolidated balance sheets. Grant Income In 2021, the Small Business Innovation Research (“SBIR”) awarded the Company a grant in the amount of $2.0 million over two years subject to meeting certain terms and conditions. The purpose of the grant is to support the further development of SENTI-202 for acute myeloid leukemia towards clinical development. Grant income was recognized when qualified research and development costs were incurred and the Company obtained reasonable assurance that the terms and conditions of the grant were met. Entity-wide information During the three months ended June 30, 2022, Customers A and B accounted for 82% and 18%, respectively, of revenue. During the three months ended June 30, 2021, Customers A, B and C accounted for 86%, 2% and 12%, respectively, of revenue. During the six months ended June 30, 2022, Customers A and B accounted for 80% and 20%, respectively, of revenue. During the six months ended June 30, 2021, Customer A, B and C accounted for 79%, 5% and 16%, respectively, of revenue. All revenues were generated in the United States for the three and six months ended June 30, 2022 and 2021.	8. Revenue The Company’s revenue consists of amounts received related to research services provided to customers. Contract Revenue In May 2019, the Company entered into a collaborative development agreement. The Company determined that the agreement contained three distinct promises; research and development, design services, and intellectual property, which will be accounted for as a single combined performance obligation of research and development services recognized over time. The development agreement included $ 0.3 million of fixed consideration allocated to a single performance obligation and an additional $ 0.3 million of variable consideration. At inception of the development agreement, it was not probable that a significant reversal of revenue would not occur and therefore the variable consideration was fully constrained. Throughout the development agreement period, several parameters of the research and development services were changed, which increased the uncertainty of achieving the remaining performance obligations. Therefore, in December 2021, the contract asset of $ 0.3 million was reversed due to this increased uncertainty. In April 2021, the Company entered into a research collaboration and license agreement with Spark Therapeutics, Inc. (“Spark”). Under the agreement, the Company will be responsible for a research program, which includes designing, building and testing five cell type specific-synthetic promoters for use in developing certain gene therapies using the Company’s proprietary technology. The Company received an upfront payment from Spark of $ 3.0 million and Spark is obligated to reimburse the Company for costs and expenses incurred for the research program. The Company expects to complete the research program over a two-year period. The Company assessed this agreement in accordance with ASC 606, Revenue Recognition (“ASC 606”) and concluded that the contract counterparty, Spark, is a customer. The Company identified only one combined performance obligation in the agreement, which is to perform research services, the related joint research plan and committees for the five specified promoters. The Company determined that the research activities for each of the five promoters are not distinct given there is one single research plan that is performed by the same research team and research results for one promoter may provide insights for other promoters. Pursuant to the agreement, once the research program is completed and the Company delivers a data package to Spark, Spark has 24 months (the “evaluation period”) to determine whether Spark will exercise its options to obtain field-limited, royalty-bearing licenses to develop, manufacture and commercialize promoters corresponding to each of the five specified promoters being researched. For each licensed promoter option that is exercised, the Company is eligible to receive a license fee, potential research, development and commercial milestone payments and royalties on product sales. Spark may generally terminate the agreement upon 90 days’ prior written notice or 180 days’ prior written notice if the licensed promoter is in clinical trials or is being commercialized at the time of termination. The Company evaluated Spark’s optional rights to license, develop, manufacture and commercialize each of the promoter profiles to determine whether they provide Spark with any material rights to purchase the promoter licenses at an incremental discount. The Company’s proprietary technology used to develop the promoters is in early stages of development, so technological feasibility and probability of developing a product is highly uncertain. As a result, determining the SSP for the optional rights is subject to significant judgment. Given the subjectivity associated with determining the SSP for the right to a future license related to unproven technology at contract inception, the Company also evaluated whether the contract consideration associated with the research services represents the SSP for those services. The Company determined the transaction price, inclusive of the upfront payment and reimbursement of costs and expenses incurred for the research program, is commensurate with SSP for the research being conducted given the specialized nature and reliance on proprietary technology. Based on the Company’s assessment of the optional consideration and the qualitative factors of feasibility and probability of development combined with the quantitative assessment that research services are priced at their SSP, the Company concluded that the license option does not provide Spark with an incremental discount and therefore does not constitute a material right. The transaction price associated with the research services in this agreement consists of the fixed upfront amount of $3.0 million and variable consideration. For both collaboration agreements, the Company will recognize the transaction price as research and development services are provided, using a cost-based input method to measure the progress toward completion of its performance obligation and to calculate the corresponding amount of revenue to recognize each period. The Company believes that the cost-based input method is the best measure of progress because other measurements would not reflect how the Company transfers the control related to the performance obligation to our customers. The Company has recorded nil and $0.2 million of revenue for the years ended December 31, 2021 and 2020, respectively, which was previously included in the deferred revenue balances at the beginning of each period. Contract asset balances related to unbilled revenue for our collaboration agreements were nil and $0.2 million as of December 31, 2021 and 2020, respectively, and are presented within prepaid expenses and other current assets on the consolidated balance sheets. Grant Income In 2018, the National Institutes of Health awarded the Company a grant in the amount of $0.2 million to be used to support research and development for treating Inflammatory Bowel Disease. Eligible costs under the grant include direct personnel costs and materials and supplies. In 2021, the Small Business Innovation Research awarded the Company a grant in the amount of $2.0 million over two years subject to meeting certain terms and conditions. The purpose of the grant is to support further development of SENTI-202 for acute myeloid leukemia (“AML”) towards clinical development. Grant income was recognized when qualified research and development costs were incurred and the Company obtained reasonable assurance that the terms and conditions of the grant were met. Entity-wide information During the year ended December 31, 2021, when excluding the $0.3 million contract asset reversal for Customer C, Customer A accounted for 84.3% of revenue, and Customer B accounted for 15.7% of revenue. During the year ended December 31, 2020, Customer B and C accounted for 30.4% and 69.6%, respectively, of revenue. All net sales were generated in the United States for the years ended December 31, 2021 and 2020.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stockholders' Equity (Deficit)

6 Months Ended

Jun. 30, 2022

Stockholders' Equity (Deficit)

8. Stockholders’ Equity (Deficit)

Redeemable Convertible Preferred Stock

The Company’s redeemable convertible preferred stock consisted of the following as of December 31, 2021 (in thousands, except per share amounts):


	December 31, 2021
	Issue Price		Shares Authorized		Shares Issued and Outstanding		Net Carrying Value		Aggregate Liquidation Preference
Series A	$	1.6427		6,888,563		6,888,563	$	57,408	$	57,822
Series B	$	1.6427		12,629,427		12,629,425	$	114,425	$	106,012

Total				19,517,990		19,517,988	$	171,833	$	163,834

In connection with the Merger, all previously issued and outstanding redeemable convertible preferred stock was converted into an equivalent number of shares of common stock of the Company on a

one

-to-one

basis, then multiplied by the Exchange Ratio pursuant to the Merger Agreement. Refer to Note 3,

Reverse Recapitalization,

for further details of the Merger.

Common Stock

Holders of common stock are entitled to one vote per share, and to receive dividends and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders. The holders have no preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to such shares. Common stock is subordinate to the redeemable convertible preferred stock with respect to dividend rights and rights upon liquidation, winding up, and dissolution of the Company. Through June 30, 2022, no cash dividends have been declared or paid.

At June 30, 2022 and December 31, 2021, the Company was authorized to issue 500,000,000 and 27,006,600 shares of common stock, respectively all at a par value of $0.0001 per share, and had reserved the following shares for future issuance:


	June 30, 2022		December 31, 2021
Series A and B redeemable convertible preferred stock		—		19,517,988
Unvested early exercised common stock		288,807		473,373
Stock options to purchase common stock		8,779,368		2,291,838
Common stock options available for future grant under stock option plan		2,492,735		717,617

Total		11,560,910		23,000,816

On June 8, 2022, upon the Closing, all of the outstanding redeemable convertible preferred stock was converted to Common Stock pursuant to the conversion rate effective immediately prior to the Merger and the Exchange Ratio and the remaining amount was reclassified to additional

paid-in

capital. Refer to Note 3,

Reverse Recapitalization,

for further details of the Merger.

Preferred Stock

In connection with the close of the Merger, the Company’s Amended and Restated Certificate of Incorporation provides the Company’s board of directors with the authority to issue $0.0001 par value preferred stock in one more series and to establish from time to time the number of shares to be included in each such series, by adopting a resolution and filing a certification of designations. Voting powers, designations, powers, preferences and relative, participating, optional, special and other rights shall be stated and expressed in such resolutions. There were 10,000,000 shares designated as preferred stock and none were outstanding as of June 30, 2022.

Contingent Earnout Equity

Following the Closing, former holders of Legacy Senti common stock and preferred stock may receive up to 2,000,000 additional shares of the Company’s common stock in the aggregate, in two equal tranches of 1,000,000 shares of common stock per tranche. The first and second tranches are issuable if the closing volume weighted average price (“VWAP”) per share of common stock quoted on the Nasdaq (or the exchange on which the shares of common stock are then listed) is greater or equal to $15.00 and $20.00, respectively over any twenty trading days within any

thirty-day

trading period. The first and second tranche term is two and three years, respectively, from the closing of the Merger. If there is a change of control within the three-year following the closing of the Merger that results in a per share price equal to or in excess of the $15.00 and $20.00 share price milestones not previously met, then Company shall issue the earnout shares to the holders of Legacy Senti common stock and preferred stock.

The estimated fair value of the total Contingent Earnout Shares at the Closing on June 8, 2022, was $9.8 million based on a Monte Carlo simulation valuation model. Of this amount, $9.7 million was accounted for as a Contingent Earnout Liability because the triggering events that determine the number of Contingent Earnout Shares required to be issued include events that are not solely indexed to the common stock of the Company. The remaining balance of $0.1 million relates to holders of Legacy Senti common stock that are subject to repurchase were accounted for as stock-based compensation and recorded as an expense, as there was no remaining service period. The Contingent Earnout Liability was remeasured to fair value as of June 30, 2022, resulting in the recording of a

non-cash

gain of $8.9 million for the three and six months ended June 30, 2022, classified within change in fair value of contingent earnout liability in the condensed consolidated statements of operations and comprehensive loss.

Assumptions used in the valuation are described below:


	June 08, 2022			June 30, 2022
Current stock price	$	7.51		$	1.97
Expected share price volatility		81.0	%		85.0	%
Risk-free interest rate		2.94	%		2.99	%
Estimated dividend yield		0.0	%		0.0	%
Expected term (years)		3.0			3.0

- 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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/topic&trid=2208762

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+ Details

Stock-Based Compensation

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

10. Stock-Based Compensation

On June 8, 2022, upon the Merger, the Company adopted a 2022 Stock Incentive Plan (the “2022 Plan”) authorizing the grant of incentive stock options (“ISOs”), to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and

consultants, including employees and consultants of the Company’s affiliates. As of June 30, 2022, the Company is authorized to issue up to 2,492,735, of shares of common stock under the 2022 Plan in which the exercise price of an ISO and NSO shall not be less than 100% of the fair market value of a common stock share on the date of grant. The exercise price of an ISO granted to a 10% stockholder shall not be less than 110% of the fair value of the common stock share on the date of grant. Stock options awarded under the Plan expire ten years after the grant date. On January 1 of each year commencing January 1, 2023, the 2022 Plan will automatically increase by 5% of the outstanding number of shares of common stock of the Company on December 31 or such lesser number of shares as approved by the Company’s board of directors.

The 2022 Plan replaced the Legacy Senti 2016 Stock Incentive Plan (the “2016 Plan”). As of June 30, 2022 and December 31, 2021, Legacy Senti was authorized to issue up to 12,828,363 of shares of common stock under the 2016 Plan. Following the Merger, no additional stock awards will be granted under the 2016 Plan. All awards previously granted and outstanding as of the effective date of the Merger, were adjusted to reflect the impact of the Merger as described in Note 3,

Reverse Recapitalization,

but otherwise remain in effect pursuant to their original terms. The shares underlying any award granted under the 2016 Plan that are forfeited back to or repurchased or reacquired by the Company, will revert to and again become available for issuance under the 2022 Plan.

The following table summarizes the Company’s stock option activity, excluding performance and market awards:


	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2021		2,291,838		$	4.39		9.1	$	11,304
Exercised		(199,807	)	$	2.49		—	$	—
Forfeited		(424,485	)	$	2.77		—	$	—

Outstanding at June 30, 2022		1,667,546		$	5.02		8.5	$	9

Vested and exercisable at June 30, 2022		421,763		$	3.60		7.8	$	9

Early Exercise of Stock Options into Restricted Stock

For the six months ended June 30, 2022 and 2021, the Company issued zero and 512,670 shares of common stock upon exercise of unvested stock options, respectively. As of June 30, 2022 and December 31, 2021, 288,807 and 473,373 shares were held by employees subject to repurchase at an aggregate price of $0.8 million and $1.2 million, respectively.

Performance Awards

In connection with the Merger, on December 19, 2021, the Legacy Senti approved 8,400,892 performance awards to existing employees that vest contingent upon the satisfaction of both a four-year service condition and a performance condition tied to the consummation of the Merger. The awards and the associated recognition of stock-based compensation were contingent on the Merger being consummated. As of the approval date of the performance awards, Legacy Senti did not have sufficient common stock available for issuance. Upon the Merger, the Company increased number of shares authorized and 6,796,074 awards were granted on June 8,

2022. Refer to Note 8,

Stockholders

’

Equity (Deficit),

for further details of the shares of common stock authorized.


	Number of Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2021		—	$	—		—	$	—
Granted		6,796,074	$	9.92		—	$	—

Outstanding at June 30, 2022		6,796,074	$	9.92		9.4	$	—

Vested and exercisable at June 30, 2022		—	$	—		—	$	—

Market Awards

In connection with the Business Combination Agreement with DYNS, on December 19, 2021, Legacy Senti approved 605,451 market awards to its

co-founder

and Chief Executive Officer, Dr. Timothy Lu that vest contingent upon the satisfaction of all three of the following conditions: a service condition, a performance condition tied to the consummation of the Merger, and market conditions. The market condition is achieved in four tranches, where 25% of the options will vest when the trading price of the Company’s stock is above various thresholds of price per share. The award and the associated recognition of stock-based compensation are contingent on the Merger being consummated. As of the approval date, the Legacy Senti did not have sufficient common stock available for issuance to allow for exercise of the stock options. Upon the Merger, the Company increased number of shares authorized and 315,748 awards were granted on June 8, 2022. Refer to Note 8,

Stockholders’ Equity (Deficit),

for further details of the shares of common stock authorized.

Stock-Based Compensation Expense

In determining the fair value of the stock-based awards, the Company uses the assumptions below for the Black-Scholes option pricing model, which are subjective and generally require significant judgment.

Fair Value of Common Stock

— The fair value of the shares of common stock has historically been determined by the Company’s board of directors as there was no public market for the common stock. The board of directors determined the fair value of the common stock by considering a number of objective and subjective factors, including: third-party valuations of the Company’s common stock, the valuation of comparable companies, the Company’s operating and financial performance, and general and industry-specific economic outlook, amongst other factors. As of the closing of the Merger and going forward, the fair value of common stock will be based on the publicly traded market value.

Expected Term

— The expected term represents the period that the Company’s stock options are expected to be outstanding and is determined using the simplified method (based on the

mid-point

between the vesting date and the end of the contractual term).

Volatility

— The expected volatility is based on the average historical volatility of comparable publicly-traded peer companies, over a period equal to the expected term of the stock option grants, as the Company was not publicly traded prior to the Merger and does not have a trading history for its common stock for a sufficient period of time subsequent to the Merger.

Risk-free Rate

— The risk-free rate assumption is based on the U.S. Treasury

zero-coupon

issues in effect at the time of grant for periods corresponding with the expected term of the option.

Dividends

— The Company has never paid dividends on its common stock and does not anticipate paying dividends on common stock. Therefore, the Company uses an expected dividend yield of zero.

The assumptions used to determine the grant date fair value of

non-market

based, stock options granted were as follows, presented on a weighted-average basis:


	Six Months Ended June 30,
	2022			2021
Expected term (in years)		5.8			6.0
Expected volatility		78	%		83	%
Risk-free interest rate		3.0	%		0.7	%
Dividend yield		—			—

Total stock-based compensation expense was as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
General and administrative	$	7,863	$	498	$	8,322	$	818
Research and development		1,362		64		1,564		116

Total stock-based compensation expense	$	9,225	$	562	$	9,886	$	934

As of June 30, 2022, the total unrecognized stock-based compensation was approximately $32.1 million, expected to be recognized over a weighted-average period of 2.26 years. As of December 31, 2021, the total unrecognized stock-based compensation was approximately $9.2 million, expected to be recognized over a weighted-average period of 3.1 years.

9. Stock-Based Compensation

In 2016, the Company adopted the 2016 Stock Incentive Plan (the “2016 Stock Incentive Plan”) authorizing the grant of incentive stock options
(“ISOs”) and non-statutory stock options (“NSOs”) to eligible employees, officers and directors of, and consultants or advisors to, the Company. As of
December 31, 2021, the Company is authorized to issue up to 65,551,165, respectively, of shares of common stock under the Plan in which the exercise

price of an ISO and NSO shall not be less

than 100% of the estimated fair value of the shares on the date of grant, as determined by the board of
directors. The exercise price of an ISO granted to a 10% stockholder shall not be less than 110% of the estimated fair value of the shares on the date of
grant, as determined by the board of directors. Options generally vest over four years and are exercisable for up to 10 years after the date of the grant.

The following table summarizes the Company’s stock option activity, excluding performance and market awards:


	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in Thousands)
Outstanding at December 31, 2020		4,173,285		$	0.49		8.9	$	199

Granted		10,800,000		$	0.89
Exercised		(3,103,769	)	$	0.43
Forfeited		(158,342	)	$	0.65
Expired		—

Outstanding at December 31, 2021		11,711,174		$	0.86		9.1	$	11,304

Vested and exercisable at December 31, 2021		1,381,326		$	0.48		7.7	$	1,781

The aggregate intrinsic values of options exercised during the years ended December 31, 2021 and 2020 were $0.8 million and $0.2 million, respectively. The weighted-average grant-date fair values of options granted during the years ended December 31, 2021 and 2020 were $0.96 and $0.38, respectively.

Early Exercise of Stock Options into Restricted Stock

For the year ended December 31, 2021, the Company issued 2,619,677 shares of common stock upon exercise of unvested stock options, and as of December 31, 2021, 2,418,871 shares held by employees were subject to repurchase at an aggregate price of $1.2 million. As of December 31, 2020, no options were early exercised and accordingly, the liability related to the payments for unvested shares was nil at each date.

Stock-Based Compensation Expense

Fair Value of Common Stock

— The fair value of the shares of common stock has historically been determined by the Company’s board of directors as there was no public market for the common stock. The board of directors determines the fair value of the common stock by considering a number of objective and subjective factors, including: third-party valuations of the Company’s common stock, the valuation of comparable companies, the Company’s operating and financial performance, and general and industry-specific economic outlook, amongst other factors.

Expected Term

— The expected term represents the period that the Company’s stock options are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term).

Volatility

— Because the Company is privately held and does not have an active trading market for its common stock for a sufficient period of time, the expected volatility was estimated based on the average volatility for comparable publicly-traded companies, over a period equal to the expected term of the stock option grants.

Risk-free Rate

— The risk-free rate assumption is based on the U.S. Treasury zero-coupon issues in effect at the time of grant for periods corresponding with the expected term of the option.

Dividends

— The Company has never paid dividends on its common stock and does not anticipate paying dividends on common stock. Therefore, the Company uses an expected dividend yield of zero.

The assumptions used to determine the grant date fair value of stock options granted to grantees were as follows, presented on a weighted-average basis:


	Year Ended December 31,
	2021			2020
Expected term (in years)		6.03			6.03
Expected volatility		82.3	%		83.3	%
Risk-free interest rate		0.9	%		0.7	%
Dividend yield		—	%		—	%

Total stock-based compensation expense was as follows (in thousands):


	Year Ended December 31,
	2021		2020
General and administrative	$	1,940	$	201
Research and development		355		71

Total stock-based compensation expense	$	2,295	$	272

As of December 31, 2021, the total unrecognized stock-based compensation was approximately $9.2 million, which is expected to be recognized over a weighted-average period of 3.1 years.

Performance Awards

In connection with the Business Combination Agreement with DYNS, on December 19, 2021, the Company awarded 42,927,654 performance awards to existing employees that vest contingent upon the satisfaction of both a four-year service condition and a performance condition tied to the consummation of the SPAC merger. The grant and the associated recognition of stock-based compensation is contingent on the SPAC merger being consummated which is subject to DYNS shareholder approval. As of December 31, 2021, 42,909,091 performance awards remain outstanding after the forfeiture of 18,563 performance awards during the year.

Market Awards

In connection with the Business Combination Agreement with DYNS, on December 19, 2021, the Company awarded 3,093,776 market awards to the

co-founder

and CEO, Mr. Lu that vest contingent upon the satisfaction of all three of the following conditions: a service condition, a performance condition tied to the consummation of the SPAC merger, and market conditions. The market condition is achieved in four tranches, where 25%

of the options will vest when the trading price of the Company’s stock is above various thresholds of price per share. The grant and the associated recognition of stock-based compensation is contingent on the SPAC merger being consummated which is subject to DYNS shareholder approval.

Operating Leases

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Leases [Abstract]

Operating Leases

6. Operating Leases

commenced on July 30, 2021. The corporate headquarters lease has an initial term of eight years expiring in 2027, with an option to renew for an additional eight years unless canceled by either party thereafter. The Alameda lease has an initial term of eleven years expiring in 2032, with an option to renew the lease for up to two additional terms of five years. The exercise of these renewal options is not recognized as part of the ROU assets and lease liabilities, as the Company did not conclude, at the commencement date of the leases, that the exercise of renewal options or termination options was reasonably certain. The Alameda lease provides for a tenant improvement allowance of up to $17.5 million for the costs relating to the design, permitting and construction of the improvements, to be disbursed by the landlord no later than December 31, 2023. The Company was deemed to be the accounting owner of the tenant improvements primarily because the Company is the principal in the construction and design of the assets, is responsible for costs overruns and retains substantially all economic benefits from the leasehold improvements over their economic lives. Accordingly, the tenant improvement allowance is considered an incentive and was deducted from the initial measurement of the ROU asset and lease liability. The Company estimated the timing of tenant improvement reimbursements at the lease commencement date and upon receipt of the cash incentives, the Company recognized the cash received as an increase in the lease liability.

A summary of total lease costs and other information for the period relating to the Company’s operating leases is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Operating lease cost	$	1,325	$	679	$	2,650	$	1,359
Short-term lease cost		27		—		30		—
Variable lease cost		182		161		353		404

Total lease cost	$	1,534	$	840	$	3,033	$	1,763


	Six Months Ended June 30,
	2022			2021
Other information:
Operating cash flows net inflows and (outflows) from operating lease	$	6,740		$	(1,320	)
Remeasurement of ROU and lease liabilities due to changes in the timing of receipt of lease incentives		199			—
Weighted-average remaining lease term		8.2 years			5.8 years
Weighted-average discount rate		9.1	%		8.9	%

As of June 30, 2022, the Company had received $8.1 million of the $17.5 million tenant improvements allowance.

As of June 30, 2022 and 2021, amounts disclosed for ROU assets obtained in exchange for lease obligations include amounts added to the carrying amount of ROU assets resulting from lease modifications and reassessments.

Maturities of the Company’s lease liabilities as of June 30, 2022, were as follows (in thousands):


2022, for the remainder of the year	$	1,394
2023		6,272
2024		7,265
2025		7,489
2026		7,723
Thereafter		30,230

Total undiscounted lease payments		60,373
Less imputed interest		(20,137	)
Tenant improvement reimbursements		(9,361	)

Total lease liabilities	$	30,875

10. Operating Leases

The Company’s operating leases are primarily for its corporate headquarters located in South San Francisco, California and for additional office and laboratory space located in Alameda, California (“Alameda lease”) that commenced on July 30, 2021. The corporate headquarters lease has an initial term of eight years expiring in 2027, with an option to renew for additional eight years unless canceled by either party thereafter. The Alameda lease has an initial term of eleven years expiring in 2032, with an option to renew the lease for up to two additional terms of five years. The exercise of these renewal options are not recognized as part of the ROU assets and lease liabilities, as the Company did not conclude, at the commencement date of the leases, that the exercise of renewal options or termination options was reasonably certain. The Alameda lease provides for a tenant improvement allowance of up to $17.5 million for the costs relating to the design, permitting and construction of the improvements, to be disbursed by the landlord no later than December 31, 2023. The Company was deemed to be the accounting owner of the tenant improvements primarily because the Company is the principal in the construction and design of the assets, is responsible for costs overruns and retains substantially all economic benefits from the leasehold improvements over their economic lives

Accordingly, the tenant improvement allowance is considered an incentive and was deducted from the initial measurement of the ROU asset and lease

liability. The Company estimated the timing of tenant improvement reimbursements at the lease commencement date and upon receipt of the cash incentives, the Company will recognize the cash received as an increase in the lease liability.

The Company’s operating lease cost was $3.8 million and $2.7 million for the years ended December 31, 2021 and 2020, respectively. Variable lease payments such as common area maintenance and parking fees were included in operating expenses and were $0.7 million and $0.6 million for the years ended December 31, 2021 and 2020, respectively. The Company did record any short-term lease expense during the years ended December 31, 2021 and 2020. No reimbursements have been received from th

landlord as of December 31, 2021 and 2020.

Supplemental cash flow and noncash information related to the operating leases were as follows (in thousands):


	Year Ended December 31,
	2021			2020
Supplemental cash flow information:
Operating cash flows from operating lease	$	(2,669	)	$	(2,577	)
ROU assets obtained in exchange for operating lease obligations		10,153			513

The following summarizes additional information related to the operating leases as of December 31, 2021 and 2020:


	December 31,
	2021			2020
Weighted-average remaining lease term		7.76 years			6.33 years
Weighted-average discount rate		9.06	%		8.91	%

As of December 31, 2021 and 2020, amounts disclosed for ROU assets obtained in exchange for lease obligations include amounts added to the carrying amount of ROU assets resulting from lease modifications and reassessments.

Maturities of the Company’s lease liabilities as of December 31, 2021, were as follows (in thousands):


2022	$	2,770
2023		6,272
2024		7,266
2025		7,489
2026		7,723
Thereafter		30,229

Total undiscounted lease payments		61,749
Less imputed interest		(21,555	)
Tenant improvement reimbursements		(17,463	)

Total lease liabilities	$	22,731

Income Tax

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Income Tax

11. Income Tax

No provision for income taxes was recorded for the three and six months ended June 30, 2022 and 2021, respectively. Deferred tax assets generated from the Company’s net operating losses have been fully reserved, as the Company believes it is not more likely than not that the benefit will be realized due to the Company’s net operating losses generated to date.

Effective January 1, 2022, under the Tax Cuts and Jobs Act, for tax purposes the Company is required to capitalize and subsequently amortize all R&D expenditures over five years for research activities conducted in the U.S. and over fifteen years for research activities conducted outside of the U.S. Given the significant loss and credit carryforwards in the U.S., the Company does not anticipate to have a change in valuation allowance assertion.

11. Income Taxes

For the calendar years ended December 31, 2021 and 2020, the tax effects of significant items comprising the Company’s deferred taxes are as follows:


	December 31,
	2021			2020
Deferred tax assets:
Net operating losses	$	23,104		$	15,543
Tax credits		4,915			2,775
Lease Liability		6,350			3,930
Accruals and reserves		738			526
Stock-based compensation		28			17
Other		600			2

Total deferred tax assets		35,735			22,793
Deferred tax liabilities:
Operating lease right-of-use assets		(5,789	)		(3,590	)
Fixed asset basis		(236	)		(178	)

Total deferred tax liabilities		(6,025	)		(3,768	)
Valuation allowance		(29,710	)		(19,025	)

Net deferred taxes	$	—		$	—

The Company records the tax benefit of net operating losses, temporary differences, and credit carryforwards as assets to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Because of the Company’s recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance.

The

valuation allowance increased by approximately $

10.7

million and $

7.9

million during

2021

and

2020

, respectively, and the Company’s deferred tax assets continue to be fully offset by the valuation allowance as at December

2021

. For the years ended December

2021

and

2020

, the Company did

t record an income tax provision.

Net operating losses and tax credit carryforwards as of December 31, 2021 are as follows (in thousands):


	Amount		Expiration Years
Net operating losses, federal (Post December 31, 2017)	$	86,602		Do Not Expire
Net operating losses, federal (Pre January 1, 2018)	$	3,508		12/31/2031
Net operating losses, state	$	55,023		12/31/2032
Tax credits, federal	$	3,573		12/31/2032
Tax credits, state	$	3,120		Do Not Expire
Net operating losses, foreign	$	1,146		Do Not Expire

Utilization of the net operating loss carryforwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. This annual limitation may result in the expiration of net operating losses and credits before utilization. We have not performed an analysis to determine the limitation of our net operating loss carryforwards.

The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows:


	December 31,
	2021			2020
Statutory rate		21.00	%		21.00	%
State tax		2.98	%		11.68	%
Other		(0.80	)%		(0.05	)%
Tax credits		2.29	%		2.81	%
Fair value of series B preferred stock tranche liability		(5.60	)%		6.04	%
Valuation allowance		(19.87	)%		(41.48	)%

Total		0.00	%		0.00	%

As of December 31, 2020, gross unrecognized tax benefits were $1.3 million, all of which would not impact the Company’s effective tax rate if recognized. The Company has elected to include interest and penalties as a component of tax expense. For the years ended December 31, 2021 and 2020, the Company did

not

recognize accrued interest and penalties related to unrecognized tax benefits. The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly increase or decrease during the next 12 months.

The Company files income tax returns in the U.S. federal and California tax jurisdictions. The federal and state income tax returns from inception to December 31, 2021 remain 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
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Net Loss Per Share

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

12. Net Loss Per Share

A reconciliation of net loss available to common stockholders and the number of shares in the calculation of basic and diluted loss per share is as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Net loss	$	(11,552	)	$	(12,007	)	$	(23,360	)	$	(33,009	)

Weighted-average shares used in computing net loss per share, basic and diluted		13,446,622			2,909,105			8,336,451			2,883,582

Net loss per share attributable to common stockholders, basic and diluted	$	(0.86	)	$	(4.13	)	$	(2.80	)	$	(11.45	)

The following potential common stock securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive (on an

as-converted

basis):


	Three and Six Months Ended June 30,
	2022		2021
Series A and B redeemable convertible preferred stock		—		19,517,988
Stock options to purchase common stock		8,779,368		1,815,431
Unvested early exercised options		288,807		499,571
Contingent earnout common stock		2,000,000		—

Total		11,068,175		21,832,990

12. Net Loss Per Share

A reconciliation of net loss available to common stockholders and the number of shares in the calculation of basic and diluted loss per share is as follows:


	Year Ended December 31,
	2021			2020
Net loss	$	(55,319	)	$	(19,862	)

Denominator:
Weighted-average shares used in computing net loss per share, basic and diluted		14,881,325			13,862,582

Net loss per share attributable to common stockholders, basic and diluted	$	(3.72	)	$	(1.43	)

The following potential common shares securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive (on an as-converted basis):


	Year Ended December 31,
	2021		2020
Series A and B redeemable convertible preferred stock		99,734,543		58,948,067
Potential issuance of Series B redeemable convertible preferred stock under Tranche 2		—		19,683,025
Potential issuance of Series B redeemable convertible preferred stock under Tranche 3		—		19,683,025
Stock options to purchase common stock		11,711,174		4,173,285
Unvested early exercised options		2,418,871		—

Total		113,864,588		102,487,402

Commitments And Contingencies	6 Months Ended	12 Months Ended
Commitments And Contingencies	Jun. 30, 2022	Dec. 31, 2021
Commitments And Contingencies	13. Commitments and Contingencies In the ordinary course of business, we enter into contractual agreements with third parties that include non-cancelable payment obligations, for which we are liable in future periods. On June 3, 2021, the Company entered into a lease agreement for a new cGMP facility in Alameda, California to support planned initial clinical trials for our product candidates (Note 6). The lease will expire in 2032 with future undiscounted operating lease payments of $46.0 million over an initial lease period of eleven years. In 2021, the Company began construction of the cGMP facility. As of June 30, 2022 the Company paid $17.9 million in construction costs of the $35.5 million purchase commitment. The agreements with the construction company provide for termination following a certain period after notice. Upon termination, the Company will be responsible for payment for work performed to date. In 2021, the Company entered into a three-year collaboration and option agreement with BlueRock Therapeutics LP (“BlueRock”) under which the Company granted BlueRock an option to acquire an exclusive or non-exclusive license to develop, manufacture and commercialize cell therapy products (Note 14). In consideration for the option, the Company is responsible for up to $10.0 million in costs and expenses incurred over the three-year term. As of June 30, 2022, purchase commitments related to sponsored research agreements amounted to approximately $1.7 million. The Company has entered into license agreements under which they are obligated to make annual maintenance payments of $0.1 million and specified milestone and royalty payments. Future milestone and royalty payments under these agreements are not considered contractual obligations since the payments under these agreements are contingent upon future events, such as the Company’s achievement of specified development, regulatory, and sales milestones, or generating product sales. As of June 30, 2022, the Company is unable to estimate the timing or likelihood of achieving these milestones or generating future product sales. Following the Closing, former holders of Legacy Senti common stock and preferred stock may receive up to 2,000,000 additional shares of the Company’s common stock in the aggregate, in two equal tranches of 1,000,000 shares of common stock per tranche. Refer to Note 3, Stockholders’ Equity (Deficit), for further details of the contingent earnout liability. Legal Proceedings The Company is subject to claims and assessments from time to time in the ordinary course of business but does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations, or cash flows. Indemnifications In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions and has never accrued any liabilities related to such obligations in its condensed consolidated financial statements. The Company has also entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. The Company currently has directors’ and officers’ insurance.	13. Commitments and Contingencies In the ordinary course of business, we enter into contractual agreements with third parties that include non-cancelable payment obligations, for which we are liable in future periods. On June 3, 2021, the Company entered into a lease agreement for a new cGMP facility in Alameda, California to support planned initial clinical trials for our product candidates (Note 10). The lease will expire in 2032 with future undiscounted operating lease payments of $46.0 million over an initial lease period of eleven years. In 2021, the Company began construction of the cGMP facility. As of December 31, 2021 the Company paid $2.6 million in construction costs and the purchase commitments amounted to approximately $35.5 million. The agreements with the construction company provide for termination following a certain period after notice. Upon termination the Company will be responsible for payment for work performed to date. During the year ended December 31, 2021, the Company entered into a three-year collaboration and option agreement with BlueRock Therapeutics LP (“BlueRock”) under which the Company granted BlueRock an option to acquire an exclusive or non-exclusive license to develop, manufacture and commercialize cell therapy products (Note 14). In consideration for the option, the Company is responsible for up to $ 10.0 million in costs and expenses incurred over the three-year term. As of December 31, 2021, purchase commitments related to sponsored research agreements amounted to approximately $2.2 million. The Company has entered into license agreements under which they are obligated to make annual maintenance payments of $0.1 million and specified milestone and royalty payments. Future milestone and royalty payments under these agreements are not considered contractual obligations since the payments under these agreements are contingent upon future events, such as the Company’s achievement of specified development, regulatory, and sales milestones, or generating product sales. As of December 31, 2021, the Company is unable to estimate the timing or likelihood of achieving these milestones or generating future product sales. Leases The Company’s commitments under its leases are described in Note 10. Legal Proceedings The Company is subject to claims and assessments from time to time in the ordinary course of business but does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations, or cash flows. Indemnifications In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions and has never accrued any liabilities related to such obligations in its consolidated financial statements. The Company has also entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. The Company currently has directors’ and officers’ insurance.

Related Parties	6 Months Ended	12 Months Ended
Related Parties	Jun. 30, 2022	Dec. 31, 2021
Related Parties	14. Related Parties Preferred Stockholders The Company issued Series A convertible redeemable preferred stock and Series B redeemable convertible preferred stock in February 2018 and October 2020, respectively, to certain related parties, including New Enterprise Associates 15, L.P. and its affiliates (“NEA”) and 8VC and its affiliates (“8VC”). In February 2018, the outstanding convertible notes held by NEA and 8VC, as well as Dr. Timothy Lu, our Chief Executive Officer, converted into additional shares of Series A redeemable convertible preferred stock while in October 2020, the outstanding convertible notes held by NEA and 8VC converted into additional shares of Series B redeemable convertible preferred stock, both in accordance with the terms of the note agreements. On June 8, 2022, in conjunction with the Merger, each outstanding share of preferred stock of Legacy Senti was cancelled and converted into the aggregate number of shares of the Company’s common stock that would be issued upon conversion of the shares of Legacy Senti preferred stock based on the applicable conversion ratio immediately prior to the effective time, multiplied by the Exchange Ratio, rounded down to the nearest whole share. As of June 30, 2022, no shares of preferred stock remain outstanding. NEA NEA held 4,429,725 and zero shares of common stock as of June 30, 2022 and December 31, 2021, respectively. NEA held zero and 2,642,934 shares of outstanding Series A redeemable convertible preferred stock as of June 30, 2022 and December 31, 2021, respectively, as well as zero and 536,791 shares of outstanding Series B redeemable convertible preferred stock, respectively. NEA held one of the seven seats on the Company’s Board of Directors as of June 30, 2022 and December 31, 2021. Bayer Healthcare LLC On May 19, 2022, Legacy Senti issued to Bayer a $5.2 million unsecured convertible promissory note. On June 8, 2022, the May 2022 Note was automatically cancelled and exchanged for 517,500 shares of Class A Common Stock at a price of $10.00 per share. Refer to Note 7, Convertible Note , for further details of the convertible note. On May 21, 2021, the Company entered into a collaboration and option agreement (“BlueRock Agreement”) with BlueRock Therapeutics LP (“BlueRock”), a wholly-owned subsidiary of Bayer, pursuant to which the Company granted to BlueRock an option (“BlueRock Option”), on a collaboration program-by-collaboration program basis, to obtain an exclusive or non-exclusive license to develop, manufacture and commercialize cell therapy products that contain cells of specified types and which incorporate an option gene circuit from such collaboration program or a closely related derivative gene circuit. The Company is responsible for up to $10 million in costs and expenses incurred in connection with the research plan and related activities to be conducted over a term of three years as specified in the collaboration and option agreement. If the Company and BlueRock agree to add new research activities to the research plan, then BlueRock will be obligated to reimburse the Company for the costs and expenses incurred that, together with costs and expenses incurred under the initial research plan, exceed $10 million. The Company concluded that the Agreement is not within the scope of ASC 808, Collaborative Arrangements , because the Company did not receive any consideration and therefore, is not exposed to both significant risks and rewards for the arrangement. The Company also determined that the agreement is also not currently within the scope of ASC 606 because the BlueRock Agreement does not currently meet the criteria of a contract with a customer, and will not be within the scope of ASC 606 until any consideration is paid. Potential future milestone payments and royalties are subject to BlueRock’s exercise of the BlueRock Option and execution of a commercial license agreement by both parties. Under the BlueRock Agreement, the specific financial terms for milestone payments and royalties will be negotiated and agreed to only after the option is exercised. As of June 30, 2022, Bayer held 5,878,488 shares of the Company’s common stock. As of December 31, 2021, Bayer held 5,360,988 shares of Series B redeemable convertible preferred stock and held one of the seven seats on the Board of Directors of Legacy Senti. Bayer’s parent company is Bayer AG, which served as the lead investor in our Series B financing through its Leaps by Bayer unit. Accordingly, Bayer is considered a related party.	14. Related Parties As discussed in Note 6, the Company issued Series A convertible redeemable preferred stock and Series B redeemable convertible preferred stock in February 2018 and October 2020, respectively, to certain related parties, including New Enterprise Associates 15, L.P. and its affiliates (“NEA”) and 8VC and its affiliates (“8VC”). In February 2018, the outstanding convertible notes held by NEA and 8VC, as well as Timothy Lu, Chief Executive Officer, converted into additional shares of Series A redeemable convertible preferred stock while in October 2020, the outstanding convertible notes held by NEA and 8VC converted into additional shares of Series B redeemable convertible preferred stock, both in accordance with the terms of the note agreements. NEA held 13,505,035 shares of outstanding Series A redeemable convertible preferred stock as of December 31 , 2021 and 2020 , as well as 2,742,931 of outstanding Series B redeemable convertible preferred stock as of December 31 , 2021 and 2020 . 8 VC held 9,052,387 of outstanding Series A redeemable convertible preferred stock as of December 31 , 2021 and 2020 as well as 1,662,398 of outstanding Series B redeemable convertible preferred stock as of December 31 , 2021 and 2020 . Timothy Lu held 158,950 of outstanding redeemable convertible preferred stock as of December 31 , 2021 and 2020 . Timothy Lu and family held 8,100,000 of common stock as of December 31 , 2021 and 2020 . Timothy Lu, NEA, and 8 VC held three of the seven seats on the Company’s Board of Directors as of December 31 , 2021 and three of the five seats on the Company’s Board of Directors as of December 31 , 2020 . As Chief Executive Officer, Timothy Lu was paid $0.4 million as compensation, and an additional sum of $0.2 million was accrued as a bonus for both the years ended December 31, 2021 and 2020. On May 21, 2021, the Company entered into a collaboration and option agreement (“BlueRock Agreement”) with BlueRock Therapeutics LP (“BlueRock”), pursuant to which the Company granted to BlueRock an option (“BlueRock Option”), on a collaboration program-by-collaboration program basis, to obtain an exclusive or non-exclusive license to develop, manufacture and commercialize cell therapy products that contain cells of specified types and which incorporate an option gene circuit from such collaboration program or a closely related derivative gene circuit. The Company is responsible for up to $10 million in costs and expenses incurred in connection with the research plan and related activities to be conducted over a term of three years as specified in the collaboration and option agreement. If the Company and BlueRock agree to add new research activities to the research plan, then BlueRock will be obligated to reimburse the Company for the costs and expenses incurred that, together with costs and expenses incurred under the initial research plan, exceed $10 million. The Company concluded that the Agreement is not within the scope of ASC 808, Collaborative Arrangements , because the Company did not receive any consideration and therefore, is not exposed to both significant risks and rewards for the arrangement. The Company also determined that the agreement is also not currently within the scope of ASC 606 because the BlueRock Agreement does not currently meet the criteria of a contract with a customer, and will not be within scope of ASC 606 until any consideration is paid. Potential future milestone payments and royalties are subject to BlueRock’s exercise of the BlueRock Option and execution of a commercial license agreement by both parties. Under the BlueRock Agreement, the specific financial terms for milestone payments and royalties will be negotiated and agreed to only after the option is exercised. BlueRock is a wholly-owned subsidiary of Bayer Healthcare LLC which held 27,393,924 and 9,131,308 shares of outstanding Series B redeemable convertible preferred stock as of December 31, 2021 and 2020, respectively, and holds one of the seven seats on the Company’s Board of Directors as of December 31, 2021 and one of the five seats as of December 31, 2020. Bayer Healthcare LLC’s parent company is Bayer AG, which served as the lead investor in our Series B financing through its Leaps by Bayer unit. Accordingly, BlueRock is considered a related party. The Company concluded that the BlueRock Agreement should not be combined with the issuance of the Series B redeemable convertible preferred stock on May 14, 2021 as the price paid per share of $1.6427 was lower than the fair value of $2.03 (Note 3) and therefore, there was no excess value to allocate to the BlueRock Agreement.

Fair Value Measurements

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Fair Value Measurements

4. Fair Value Measurements

The following tables summarize the estimated value of cash equivalents and restricted cash (in thousands):


	June 30, 2022
	Amortized Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value
Cash equivalents:
Money market fund	$	139,800	$	—	$	—	$	139,800
Restricted cash:
Money market fund		3,257		—		—		3,257

Total	$	143,057	$	—	$	—	$	143,057


	December 31, 2021
	Amortized Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value
Cash equivalents:
Money market fund	$	56,034	$	—	$	—	$	56,034
Restricted cash:
Money market fund		3,257		—		—		3,257

Total	$	59,291	$	—	$	—	$	59,291

Financial assets and liabilities measured and recognized at fair value are as follows (in thousands):


	June 30, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market fund	$	139,800	$	—	$	—	$	139,800
Restricted cash:
Money market fund		3,257		—		—		3,257

Total Assets	$	143,057	$	—	$	—	$	143,057

Liabilities:
Contingent earnout liability	$	—	$	—	$	810	$	810

Total Liabilities	$	—	$	—	$	810	$	810


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market fund	$	56,034	$	—	$	—	$	56,034
Restricted cash:
Money market fund		3,257		—		—		3,257

Total Assets	$	59,291	$	—	$	—	$	59,291

No securities have contractual maturities of longer than one year. There were no transfers between Levels 1, 2, or 3 for any of the periods presented.

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands):


	Contingent Earnout Liability
Fair value as of December 31, 2021	$	—
Contingent earnout liability recognized upon the closing of the reverse recapitalization		(9,688	)
Change in fair value included in other income (expense)		8,878

Fair value as of June 30, 2022	$	(810	)

The fair value of the Contingent Earnout Liability is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy.

In determining the fair value of the Contingent Earnout Liability, the Company used the Monte Carlo simulation value model using a distribution of potential outcomes. The assumptions utilized in the calculation were based on the achievement of certain stock price milestones, including the current Company common stock price, expected volatility, risk-free rate, expected term and expected dividend yield (see Note 8).

Preferred Stock Tranche Liability

The subsequent fair values of the preferred stock tranche liability recognized in connection with the issuance of Series B redeemable convertible preferred stock financing were determined with the assistance of a third-party valuation specialist using significant inputs not observable in the market which constitute Level 3 measurements within the fair value hierarchy.

The following reflects the significant quantitative inputs used in the valuation of the preferred stock tranche liability as of December 31, 2020 using a Monte Carlo valuation model and/or Black-Scholes option pricing model:


	December 31, 2020 Subsequent Measurement Dates
	Tranche Features 2 and 3 Call Option			Tranche 2 and 3 Forward Contracts
Estimated fair value of Series B redeemable convertible preferred stock (1)	$	1.62		$	1.62
Discount rate		0.11	%		0.11	%
Time to liquidity (years)		0.5			0.5
Expected volatility		73.8	%		N/A
Probability of call option and forward contract		10	%		90	%
Strike Price	$	1.6427		$	1.6427
Value of each tranche feature	$	0.326		$	(0.023	)

(1)	Fair value of the Series B redeemable convertible preferred stock was estimated using the Backsolve method.

The weighted-average fair value of the tranche features on a per share basis was $0.012 as of December 31, 2020 for a preferred stock tranche liability of $0.4 million as of December 31, 2020.

In January 2021, the Company issued additional Series B redeemable convertible preferred stock and recorded an addition to the tranche liability of $33 thousand in recognition of the obligation to sell additional shares at a fixed price in the event that certain agreed-upon milestones are achieved or at the election of investors.

The following reflects the significant quantitative inputs used in the valuation of the preferred stock tranche liability as of March 31, 2021 using a Black-Scholes pricing model and a scenario analysis:


	March 31, 2021
	Tranche 2			Tranche 3 (Public)						Tranche 3 (Staying Private)
	Forward			Call			No Value			Call			Forward			No Value
Estimated fair value of Series B redeemable convertible preferred stock (1)	$	2.0796		$	2.3386			N/A		$	1.3023		$	1.3023			N/A
Discount rate		0.03	%		0.05	%		N/A			0.06	%		0.06	%		N/A
Time to liquidity (years)		0.08			0.5			N/A			0.75			0.75			N/A
Probability of call option and forward contract		100.0	%		25.0	%		75.0	%		45.0	%		5.0	%		50.0	%
Strike price	$	1.6427		$	1.6427			N/A		$	1.6427		$	1.6427			N/A
Expected volatility		N/A			80.00	%		N/A			80.00	%		N/A			N/A
Value of each tranche feature	$	0.437		$	0.873		$	—		$	0.251		$	(0.340	)	$	—

Total value of tranche feature (in millions)	$	8.6			$4.3						$1.9

(1)

Fair value of the Series B redeemable convertible preferred stock for Tranche 3 was estimated using guideline IPO transactions for the public scenario and the Black-Scholes based option pricing model for the staying-private scenario, and for Tranche 2 was based on a weighting of the public and staying-private scenarios used for Tranche 3.

3. Fair Value Measurements

The following tables summarize the estimated value of cash equivalents, restricted cash and short-term investments (in thousands):


	December 31, 2021
	Amortized Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value
Cash equivalents:
Money market fund	$	56,034	$	—	$	—	$	56,034
Restricted cash:
Money market fund		3,257	$	—	$	—		3,257

Total	$	59,291	$	—	$	—	$	59,291


	December 31, 2020
	Amortized Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value
Cash equivalents:
Money market fund	$	30,387	$	—	$	—	$	30,387
Restricted cash:
Money market fund		497		—		—		497

Total	$	30,884	$	—	$	—	$	30,884

Financial assets and liabilities measured and recognized at fair value are as follows (in thousands):


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market fund	$	56,034	$	—	$	—	$	56,034
Restricted cash:
Money market fund		3,257		—		—		3,257

Total Assets	$	59,291	$	—	$	—	$	59,291


	December 31, 2020
	Level 1		Level 2		Level 3		Total

Assets:
Cash equivalents:
Money market fund	$	30,387	$	—	$	—	$	30,387
Restricted cash:
Money market fund		497						497

Total Assets	$	30,884	$	—	$	—	$	30,884

Liabilities:
Preferred stock tranche liability	$	—	$	—	$	435	$	435

Total Liabilities	$	—	$	—	$	435	$	435

No securities have contractual maturities of longer than one year. There were no transfers between Levels 1, 2, or 3 for any of the periods presented.

Convertible Notes

Due to certain embedded features within the convertible notes (Note 5), the Company elected to account for the convertible notes under the fair value option.

At issuance in August 2020, the convertible notes were recorded at fair value of $8.9 million, resulting in a loss on issuance of $0.9

million which is included in the change in fair value of convertible note.

The fair value of the convertible notes at issuance was determined using a probability-weighted income approach as the convertible notes contained various settlement outcomes. The following reflects the significant quantitative inputs used to fair value the convertible notes at issuance.


	On Issuance
Interest rate		8.00	%
Discount rate		6.78	%
Time to maturity (years)		0.49
Probability of automatic conversion upon qualified financing		95.0	%
Probability of optional conversion		2.5	%
Probability of no conversion		2.5	%
Conversion Price	$	1.4784

In connection with the issuance and sale of Series B redeemable convertible preferred stock in October 2020 (Note 6), all of the outstanding principal and accrued interest of $8.1 million under the convertible notes was converted into 5,485,858 shares of Series B redeemable convertible preferred stock and the related preferred stock tranche liability. The fair value of the convertibles notes of $8.7 million on the date of conversion was determined using the Backsolve method based on the price of the Series B redeemable convertible preferred stock and, if purchased, the related preferred stock tranche liability.

The following table provides a roll-forward of the fair value of the convertible notes (in thousands):


	Fair Value
Proceeds from issuance in August 2020	$	8,000
Change in fair value of convertible notes		720
Conversion to Series B redeemable convertible preferred stock		(7,940	)
Recognition of preferred stock tranche liability		(780	)

Balance as of December 31, 2020	$	—

Preferred Stock Tranche Liability

The initial and subsequent fair values of the preferred stock tranche liability recognized in connection with the issuance of Series B redeemable convertible preferred stock financing were determined with the assistance of a third-party valuation specialist using significant inputs not observable in the market which constitute Level 3 measurements within the fair value hierarchy.

The following reflects the significant quantitative inputs used in the valuation of the preferred stock tranche liability for fiscal year 2020 on initial closing on October 22, 2020, second closing on December 28, 2020 and subsequent measurement as of December 31, 2020 using a Monte Carlo valuation model and/or Black-Scholes option pricing model:


	October 22, 2020 Initial Measurement Date						December 28 and December 31, 2020 Subsequent Measurement Dates
	Tranche 2 Call Option			Tranche 3 Call Option			Tranche Features 2 and 3 Call Option			Tranche 2 and 3 Forward Contracts
Estimated fair value of Series B redeemable convertible preferred stock (1)	$	1.25		$	1.25		$	1.62		$	1.62
Discount rate		0.12	%		0.17	%		0.11	%		0.11	%
Time to liquidity (years)		0.9			2.2			0.5			0.5
Expected volatility		54.9	%		54.9	%		73.8	%		N/A
Probability of call option and forward contract		N/A			N/A			10	%		90	%
Strike Price	$	1.6427		$	1.6427		$	1.6427		$	1.6427
Value of each tranche feature	$	0.143		$	0.199		$	0.326		$	(0.023	)

(1)	Fair value of the Series B redeemable convertible preferred stock was estimated using the Backsolve method.

The weighted-average fair value of the tranche features on a per share basis was $0.172 as of October 22, 2020, $0.012 as of December 28, 2020 and December 31, 2020.

For the October 2020 issuance of Series B redeemable convertible preferred stock, certain investors received the right to participate in two additional closings at a fixed price which were valued as a call option (Note 6) when issued.

In connection with the December 2020 issuance of Series B redeemable convertible preferred stock, certain investors of Series B redeemable convertible preferred stock that held 48.65% of the Company’s outstanding

shares and have 2 seats on the Company’s board of directors, forfeited their rights to participate in two additional closings of Series B redeemable convertible preferred stock which resulted in the measurement of the preferred stock tranche liability as a combination of a call option and forward contract.

In January 2021, the Company issued additional Series B redeemable convertible preferred stock, and recorded an addition to the tranche liability of $

33 thousand

in recognition of the obligation to sell additional shares at a fixed price in the event that certain agreed-upon milestones are achieved or at the election of investors.

In April 2021, the Company’s Board of Directors determined that certain technical milestones within the Series B agreements had been achieved and approved the notice to call tranches 2 and 3, subject to requisite stockholders’ written election and related waivers. The second and third closings occurred on May 14, 2021 and all 39,366,050 shares of Series B redeemable convertible preferred stock were acquired thereby extinguishing the preferred stock tranche liability.

The value of the tranche rights acquired on May 14, 2021 was determined using the current value method as both tranches were called by the Company on the valuation date. The following reflects the significant quantitative inputs used in the valuation of the preferred stock tranche liability as of May 14, 2021 using a weighted comparable guideline IPO (high and low) and SPAC transactions for the public scenario and the Black-Scholes pricing model for the staying private scenario:


	May 14, 2021
	Tranches 2 and 3
	Public Scenario			Staying Private Scenario
	Call			Call
Estimated fair value of Series B redeemable convertible preferred stock	$	2.18		$	1.58
Scenario weighting		75.0	%		25.0	%
Value of each tranche feature	$	1.637		$	0.395

Weighted-average value of Series B redeemable convertible preferred stock		$2.032

The

difference between the weighted-average value of Series B redeemable convertible preferred stock of $

2.032

and the strike price of $

1.6427

is the $

0.3893

weighted-average fair value of the tranche feature on a per share basis as of May 14, 2021 for a total fair value of $

15.2

million.

The following table provides a roll-forward of the change in the preferred stock tranche liability (in thousands):


	Preferred Stock Tranche Liability
Initial closing on October 22, 2020	$	6,120
Forfeiture of tranche rights		(780	)
Change in fair value		(4,968	)
Second closing on December 28, 2020	$	63

Balance as of December 31, 2020		435
Recognition of tranche rights from January 2021 issuance		33
Change in fair value		14,742
Tranche liability extinguishment		(15,210	)

Balance as of December 31, 2021	$	—

- 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	6 Months Ended	12 Months Ended
Subsequent Events	Jun. 30, 2022	Dec. 31, 2021
Subsequent Events	15. Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.	15. Subsequent Events The Company has evaluated subsequent events from the December 31, 2021 balance sheet date through April 1, 2022, the date at which the audited consolidated financial statements were available to be issued. Option Modification On February 12, 2022, the Company entered into Amendment No. 1 to the Business Combination Agreement, to restructure the performance and market awards made at the time the Business Combination Agreement was signed. In particular, certain Senti executives agreed to forfeit certain options awarded to them at the time the Business Combination Agreement was signed depending on the level of redemptions of DYNS Class A Common Stock upon closing of the merger. In addition, it was agreed that the vesting period for the options held by executives whose options may be subject to forfeiture (as described above) will commence upon closing of the merger instead of on December 19, 2021.

Summary of Significant Accounting Policies (Policies)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Accounting Policies [Line Items]

Basis of Presentation

Unless otherwise noted, the Company has retroactively adjusted all common and preferred share and related price information to give effect to the exchange ratio established in the Merger Agreement.

Basis of Presentation

Use of Estimates

Business Combinations

because the triggering events that determine the number of Contingent Earnout Shares required to be issued include events that are not solely indexed to the common stock of the Company.

Cash and Cash Equivalents

Cash, Cash Equivalents, and Restricted Cash

Cash equivalents consist of amounts deposited in money market funds and securities with original maturity dates of three months or less, which are stated at fair value.

non-current

on the balance sheet, as the Company expects the cash to remain restricted for a period greater than one year.


	December 31,
	2021		2020
Cash and cash equivalents		56,034		30,537
Restricted cash		3,257		497

Total	$	59,291	$	31,034

Deferred Offering Costs

paid-in

Income Taxes

tax-planning

Net Loss Per Share

The Company follows the

two-class

method when computing net loss per share as the Company has issued shares that meet the definition of participating securities. The

two-class

method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The

two-class

Concentration of Credit Risk

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU

No. 2016-13,

Financial Instruments-Credit Losses (Topic 326)

In August 2018, the FASB issued ASU

No. 2018-13,

Fair Value Measurement (Topic 820)

In November 2018, the FASB issued ASU No. 2018-18,

Collaborative Arrangements

customer. The Company adopted this standard as of January 1, 2021 which did not have a material impact on its consolidated financial statements.

Impact of the COVID-19 Coronavirus

Impact of the

COVID-19

Coronavirus

During 2021, widespread availability of

COVID-19

re-open

and loosen many

COVID-19

related restrictions. Nonetheless, the

COVID-19

pre-pandemic

levels.

Short-term Investments

available-for-sale

securities is included in interest income in the consolidated statements of operations and comprehensive loss.

Fair Value Measurements

•

Level 1 — Quoted prices in active markets for identical assets or liabilities.

•

Property and Equipment, Net


Small equipment			2 years
Computer equipment and software			3 years
Laboratory equipment			5-7 years
Furniture and fixtures			5-7 years
Leasehold improvements			Shorter of the lease term and the useful life

The Company capitalizes certain costs incurred during the construction phase of a project or asset into

construction-in-progress.

Once the construction is complete and the asset is placed into service, we transfer its carrying value into the appropriate fixed asset category and begin depreciating the value over its useful life.

When assets are retired or disposed of, any resulting gain or loss is included in net loss. Expenditures for maintenance and repairs are expensed as incurred.

Impairment of Long-Lived Assets

Leases

The Company determines if an arrangement is or contains a lease at inception. Operating leases are recorded on the consolidated balance sheets with

right-of-use

The Company has elected to not separate lease and

non-lease

components for any leases within its existing classes of assets and, as a result, accounts for any lease and

non-lease

components as a single lease component. The Company has also elected not to apply the recognition requirement for leases with a term of 12 months or less.

Revenue Recognition

Contract Revenue

Research and Development Expenses

in-license

and technology costs, consulting and sponsored research fees, facility costs and depreciation expense.

Commitments and Contingencies

Fair Value Option for Convertible Notes

Accretion and Classification of Redeemable Convertible Preferred Stock

Stock-Based Compensation

The Company recognizes stock-based compensation expense related to employees and

non-employees

The Company records proceeds from the early exercise of options as a current and long-term liability in the consolidated balance sheet, and reclassifies this liability to additional

paid-in

Accounting Pronouncements Not Yet Adopted

In December 2019, the FASB issued ASU No. 2019-12,

Simplifying the Accounting for Income Taxes

In March 2020, the Financial Accounting Standards Board issued ASU

No. 2020-03,

Codification Improvements to Financial Instruments

In August 2020, the FASB issued ASU No. 2020-06,

In October 2020, the FASB issued ASU

No. 2020-10,

Codification Improvements

In November 2021, the FASB issued ASU 2021-10,

Government Assistance (Topic 832) — Disclosures by Business Entities about Government Assistance,

In May 2021, the FASB issued ASU 2021-04

Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 370-50), Compensation-Stock Compensation (Topic 718),and Derivatives and

Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40); Issuer’s Accounting for Certain Modifications or

Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force)

Grant Income

Preferred Stock Tranche Liability

Reverse Recapitalization (Tables)

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of common stock outstanding immediately following consummation of merger

The number of shares of the Company’s common stock outstanding immediately following the consummation of the Merger was:


	Shares
Owned by Dynamics’ stockholders		14,915,963
Issued to PIPE Investors		5,060,000
Issued to Bayer in connection with convertible note cancellation and exchange		517,500
Issued to Legacy Senti stockholders		23,163,614	(1)
Early exercised shares subject to repurchase		(288,807	)

Total shares of common stock immediately after Merger		43,368,270

(1)	Includes 19,517,988 shares of common stock issued upon conversion of Legacy Senti’s redeemable convertible preferred stock.

Summary of Significant Accounting Policies (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Accounting Policies [Line Items]

Schedule Of Cash Cash Equivalents And Short Term Investments

The following tables summarize the estimated value of cash equivalents and restricted cash (in thousands):


	June 30, 2022
	Amortized Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value
Cash equivalents:
Money market fund	$	139,800	$	—	$	—	$	139,800
Restricted cash:
Money market fund		3,257		—		—		3,257

Total	$	143,057	$	—	$	—	$	143,057


	December 31, 2021
	Amortized Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value
Cash equivalents:
Money market fund	$	56,034	$	—	$	—	$	56,034
Restricted cash:
Money market fund		3,257		—		—		3,257

Total	$	59,291	$	—	$	—	$	59,291


	December 31,
	2021		2020
Cash and cash equivalents		56,034		30,537
Restricted cash		3,257		497

Total	$	59,291	$	31,034

Summary Of Property Plant And Equipment


Small equipment			2 years
Computer equipment and software			3 years
Laboratory equipment			5-7 years
Furniture and fixtures			5-7 years
Leasehold improvements			Shorter of the lease term and the useful life

Other Financial Statement information (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Other Financial Statement Information [Abstract]

Summary of Prepaid Expense and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	June 30,		December 31,
	2022		2021
Prepaid expenses (including prepaid rent)		2,535		798
Deposits		983		1,157
Reverse Recapitalization deferred offering costs		—		1,446
Other		28		275

Total prepaid expenses and other current assets	$	3,546	$	3,676

Prepaid expenses and other current assets consisted of the following (in thousands):


	December 31,
	2021		2020
Deposits	$	1,157	$	25
SPAC deferred offering costs		1,446		—
Unbilled contract		—		229
Other		1,073		830

Total prepaid expenses and other current assets	$	3,676	$	1,084

Summary of Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	June 30,			December 31,
	2022			2021
Lab equipment	$	6,395		$	4,988
Leasehold improvements		1,830			431
Computer equipment and software		342			262
Furniture and fixtures		294			294
Construction in progress		28,762			8,048

Property and equipment at cost		37,623			14,023
Less: accumulated depreciation		(2,118	)		(1,655	)

Property and equipment, net	$	35,505		$	12,368

Property and equipment, net consisted of the following (in thousands):


	December 31,
	2021			2020
Lab equipment	$	4,988		$	3,459
Leasehold improvements		431			158
Computer equipment and software		262			214
Furniture and fixtures		294			232
Construction in progress		8,048			231

Property and equipment at cost		14,023			4,294
Less: accumulated depreciation		(1,655	)		(982	)

Property and equipment, net	$	12,368		$	3,312

Summary of Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following (in thousands):


	June 30,		December 31,
	2022		2021
Accrued professional and service fees	$	7,234	$	2,555
Accrued employee-related expenses		1,799		2,665
Other accrued expenses		23		111

Total accrued expenses and other current liabilities	$	9,056	$	5,331

Accrued expenses and other liabilities consisted of the following (in thousands):


	December 31,
	2021		2020
Accrued professional and service fees	$	2,555	$	54
Accrued employee related expenses		2,665		1,933
Other accrued expenses		111		11

Total accrued expenses and other current liabilities	$	5,331	$	1,998

Redeemable Convertible Preferred Stock (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Temporary Equity Disclosure [Abstract]

Summary of Redeemable Convertible Preferred Stock

The Company’s redeemable convertible preferred stock consisted of the following as of December 31, 2021 (in thousands, except per share amounts):


	December 31, 2021
	Issue Price		Shares Authorized		Shares Issued and Outstanding		Net Carrying Value		Aggregate Liquidation Preference
Series A	$	1.6427		6,888,563		6,888,563	$	57,408	$	57,822
Series B	$	1.6427		12,629,427		12,629,425	$	114,425	$	106,012

Total				19,517,990		19,517,988	$	171,833	$	163,834

The Company’s redeemable convertible preferred stock consisted of the following (in thousands, except per share amounts):


	December 31, 2021
	Issue Price		Shares Authorized		Shares Issued and Outstanding		Net Carrying Value		Aggregate Liquidation Preference
Series A	$	1.6427		35,199,610		35,199,610	$	57,408	$	57,822
Series B	$	1.6427		64,534,944		64,534,933	$	114,425	$	106,012

Total				99,734,554		99,734,543	$	171,833	$	163,834


	December 31, 2020
	Issue Price		Shares Authorized		Shares Issued and Outstanding		Net Carrying Value		Aggregate Liquidation Preference
Series A	$	1.6427		35,199,610		35,199,610	$	57,408	$	57,822
Series B	$	1.6427		64,534,944		23,748,457	$	32,254	$	39,012

Total				99,734,554		58,948,067	$	89,662	$	96,834

Common Stock (Tables)

12 Months Ended

Dec. 31, 2021

Common Stock Disclosure [Abstract]

Schedule of Stock Options Reserved for Future Issuance


	December 31,
	2021		2020
Series A and B redeemable convertible preferred stock		99,734,543		58,948,067
Stock options to purchase common stock		11,711,174		4,173,285
Common stock options available for future grant under stock option plan		3,666,927		12,857,369

Total		115,112,644		75,978,721

Stockholders' Equity (Deficit) (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Equity [Abstract]

Temporary Equity

The Company’s redeemable convertible preferred stock consisted of the following as of December 31, 2021 (in thousands, except per share amounts):


	December 31, 2021
	Issue Price		Shares Authorized		Shares Issued and Outstanding		Net Carrying Value		Aggregate Liquidation Preference
Series A	$	1.6427		6,888,563		6,888,563	$	57,408	$	57,822
Series B	$	1.6427		12,629,427		12,629,425	$	114,425	$	106,012

Total				19,517,990		19,517,988	$	171,833	$	163,834

The Company’s redeemable convertible preferred stock consisted of the following (in thousands, except per share amounts):


	December 31, 2021
	Issue Price		Shares Authorized		Shares Issued and Outstanding		Net Carrying Value		Aggregate Liquidation Preference
Series A	$	1.6427		35,199,610		35,199,610	$	57,408	$	57,822
Series B	$	1.6427		64,534,944		64,534,933	$	114,425	$	106,012

Total				99,734,554		99,734,543	$	171,833	$	163,834


	December 31, 2020
	Issue Price		Shares Authorized		Shares Issued and Outstanding		Net Carrying Value		Aggregate Liquidation Preference
Series A	$	1.6427		35,199,610		35,199,610	$	57,408	$	57,822
Series B	$	1.6427		64,534,944		23,748,457	$	32,254	$	39,012

Total				99,734,554		58,948,067	$	89,662	$	96,834

Schedule of shares reserved for future issuance


	June 30, 2022		December 31, 2021
Series A and B redeemable convertible preferred stock		—		19,517,988
Unvested early exercised common stock		288,807		473,373
Stock options to purchase common stock		8,779,368		2,291,838
Common stock options available for future grant under stock option plan		2,492,735		717,617

Total		11,560,910		23,000,816

Schedule of Business Acquisitions by Acquisition, Contingent Consideration

Assumptions used in the valuation are described below:


	June 08, 2022			June 30, 2022
Current stock price	$	7.51		$	1.97
Expected share price volatility		81.0	%		85.0	%
Risk-free interest rate		2.94	%		2.99	%
Estimated dividend yield		0.0	%		0.0	%
Expected term (years)		3.0			3.0

Stock-Based Compensation (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Share-based Payment Arrangement, Expensed and Capitalized, Amount [Abstract]

Summary of stock-based compensation expense

Total stock-based compensation expense was as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
General and administrative	$	7,863	$	498	$	8,322	$	818
Research and development		1,362		64		1,564		116

Total stock-based compensation expense	$	9,225	$	562	$	9,886	$	934

Total stock-based compensation expense was as follows (in thousands):


	Year Ended December 31,
	2021		2020
General and administrative	$	1,940	$	201
Research and development		355		71

Total stock-based compensation expense	$	2,295	$	272

Summary of fair value of stock options granted to grantees

The assumptions used to determine the grant date fair value of

non-market

based, stock options granted were as follows, presented on a weighted-average basis:


	Six Months Ended June 30,
	2022			2021
Expected term (in years)		5.8			6.0
Expected volatility		78	%		83	%
Risk-free interest rate		3.0	%		0.7	%
Dividend yield		—			—

The assumptions used to determine the grant date fair value of stock options granted to grantees were as follows, presented on a weighted-average basis:


	Year Ended December 31,
	2021			2020
Expected term (in years)		6.03			6.03
Expected volatility		82.3	%		83.3	%
Risk-free interest rate		0.9	%		0.7	%
Dividend yield		—	%		—	%

Summary of stock option activity

The following table summarizes the Company’s stock option activity, excluding performance and market awards:


	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2021		2,291,838		$	4.39		9.1	$	11,304
Exercised		(199,807	)	$	2.49		—	$	—
Forfeited		(424,485	)	$	2.77		—	$	—

Outstanding at June 30, 2022		1,667,546		$	5.02		8.5	$	9

Vested and exercisable at June 30, 2022		421,763		$	3.60		7.8	$	9

The following table summarizes the Company’s stock option activity, excluding performance and market awards:


	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in Thousands)
Outstanding at December 31, 2020		4,173,285		$	0.49		8.9	$	199

Granted		10,800,000		$	0.89
Exercised		(3,103,769	)	$	0.43
Forfeited		(158,342	)	$	0.65
Expired		—

Outstanding at December 31, 2021		11,711,174		$	0.86		9.1	$	11,304

Vested and exercisable at December 31, 2021		1,381,326		$	0.48		7.7	$	1,781

Share-Based Payment Arrangement, Outstanding Award, Activity, Excluding Option


	Number of Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2021		—	$	—		—	$	—
Granted		6,796,074	$	9.92		—	$	—

Outstanding at June 30, 2022		6,796,074	$	9.92		9.4	$	—

Vested and exercisable at June 30, 2022		—	$	—		—	$	—

Operating Leases (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Leases [Abstract]

Schedule of Operating Lease Supplemental Cash Flow Information

Supplemental cash flow and noncash information related to the operating leases were as follows (in thousands):


	Year Ended December 31,
	2021			2020
Supplemental cash flow information:
Operating cash flows from operating lease	$	(2,669	)	$	(2,577	)
ROU assets obtained in exchange for operating lease obligations		10,153			513

Schedule of Supplemental Additional Information Related to Operating Leases

The following summarizes additional information related to the operating leases as of December 31, 2021 and 2020:


	December 31,
	2021			2020
Weighted-average remaining lease term		7.76 years			6.33 years
Weighted-average discount rate		9.06	%		8.91	%

Lease, Cost

A summary of total lease costs and other information for the period relating to the Company’s operating leases is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Operating lease cost	$	1,325	$	679	$	2,650	$	1,359
Short-term lease cost		27		—		30		—
Variable lease cost		182		161		353		404

Total lease cost	$	1,534	$	840	$	3,033	$	1,763


	Six Months Ended June 30,
	2022			2021
Other information:
Operating cash flows net inflows and (outflows) from operating lease	$	6,740		$	(1,320	)
Remeasurement of ROU and lease liabilities due to changes in the timing of receipt of lease incentives		199			—
Weighted-average remaining lease term		8.2 years			5.8 years
Weighted-average discount rate		9.1	%		8.9	%

Summary of Maturities of Lease Liabilities

Maturities of the Company’s lease liabilities as of June 30, 2022, were as follows (in thousands):


2022, for the remainder of the year	$	1,394
2023		6,272
2024		7,265
2025		7,489
2026		7,723
Thereafter		30,230

Total undiscounted lease payments		60,373
Less imputed interest		(20,137	)
Tenant improvement reimbursements		(9,361	)

Total lease liabilities	$	30,875

Maturities of the Company’s lease liabilities as of December 31, 2021, were as follows (in thousands):


2022	$	2,770
2023		6,272
2024		7,266
2025		7,489
2026		7,723
Thereafter		30,229

Total undiscounted lease payments		61,749
Less imputed interest		(21,555	)
Tenant improvement reimbursements		(17,463	)

Total lease liabilities	$	22,731

Income Tax (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of Deferred Tax Assets and Liabilities

For the calendar years ended December 31, 2021 and 2020, the tax effects of significant items comprising the Company’s deferred taxes are as follows:


	December 31,
	2021			2020
Deferred tax assets:
Net operating losses	$	23,104		$	15,543
Tax credits		4,915			2,775
Lease Liability		6,350			3,930
Accruals and reserves		738			526
Stock-based compensation		28			17
Other		600			2

Total deferred tax assets		35,735			22,793
Deferred tax liabilities:
Operating lease right-of-use assets		(5,789	)		(3,590	)
Fixed asset basis		(236	)		(178	)

Total deferred tax liabilities		(6,025	)		(3,768	)
Valuation allowance		(29,710	)		(19,025	)

Net deferred taxes	$	—		$	—

Summary of Net Operating Losses And Tax Credit Carryforwards

Net operating losses and tax credit carryforwards as of December 31, 2021 are as follows (in thousands):


	Amount		Expiration Years
Net operating losses, federal (Post December 31, 2017)	$	86,602		Do Not Expire
Net operating losses, federal (Pre January 1, 2018)	$	3,508		12/31/2031
Net operating losses, state	$	55,023		12/31/2032
Tax credits, federal	$	3,573		12/31/2032
Tax credits, state	$	3,120		Do Not Expire
Net operating losses, foreign	$	1,146		Do Not Expire

Schedule of Components of Income Tax Expense (Benefit)

The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows:


	December 31,
	2021			2020
Statutory rate		21.00	%		21.00	%
State tax		2.98	%		11.68	%
Other		(0.80	)%		(0.05	)%
Tax credits		2.29	%		2.81	%
Fair value of series B preferred stock tranche liability		(5.60	)%		6.04	%
Valuation allowance		(19.87	)%		(41.48	)%

Total		0.00	%		0.00	%

Net Loss Per Share (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of reconciliation of net loss available to common stockholders and the computation of basic and diluted loss per share

A reconciliation of net loss available to common stockholders and the number of shares in the calculation of basic and diluted loss per share is as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Net loss	$	(11,552	)	$	(12,007	)	$	(23,360	)	$	(33,009	)

Weighted-average shares used in computing net loss per share, basic and diluted		13,446,622			2,909,105			8,336,451			2,883,582

Net loss per share attributable to common stockholders, basic and diluted	$	(0.86	)	$	(4.13	)	$	(2.80	)	$	(11.45	)

A reconciliation of net loss available to common stockholders and the number of shares in the calculation of basic and diluted loss per share is as follows:


	Year Ended December 31,
	2021			2020
Net loss	$	(55,319	)	$	(19,862	)

Denominator:
Weighted-average shares used in computing net loss per share, basic and diluted		14,881,325			13,862,582

Net loss per share attributable to common stockholders, basic and diluted	$	(3.72	)	$	(1.43	)

Schedule of antidilutive securities excluded from computation of earnings per share

as-converted

basis):


	Three and Six Months Ended June 30,
	2022		2021
Series A and B redeemable convertible preferred stock		—		19,517,988
Stock options to purchase common stock		8,779,368		1,815,431
Unvested early exercised options		288,807		499,571
Contingent earnout common stock		2,000,000		—

Total		11,068,175		21,832,990


	Year Ended December 31,
	2021		2020
Series A and B redeemable convertible preferred stock		99,734,543		58,948,067
Potential issuance of Series B redeemable convertible preferred stock under Tranche 2		—		19,683,025
Potential issuance of Series B redeemable convertible preferred stock under Tranche 3		—		19,683,025
Stock options to purchase common stock		11,711,174		4,173,285
Unvested early exercised options		2,418,871		—

Total		113,864,588		102,487,402

Fair Value Measurements (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Summary of Estimated Value of Cash Equivalents and Restricted Cash

The following tables summarize the estimated value of cash equivalents, restricted cash and short-term investments (in thousands):


	December 31, 2021
	Amortized Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value
Cash equivalents:
Money market fund	$	56,034	$	—	$	—	$	56,034
Restricted cash:
Money market fund		3,257	$	—	$	—		3,257

Total	$	59,291	$	—	$	—	$	59,291


	December 31, 2020
	Amortized Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value
Cash equivalents:
Money market fund	$	30,387	$	—	$	—	$	30,387
Restricted cash:
Money market fund		497		—		—		497

Total	$	30,884	$	—	$	—	$	30,884

Summary of Financial assets and liabilities measured and recognized at fair value

Financial assets and liabilities measured and recognized at fair value are as follows (in thousands):


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market fund	$	56,034	$	—	$	—	$	56,034
Restricted cash:
Money market fund		3,257		—		—		3,257

Total Assets	$	59,291	$	—	$	—	$	59,291

Summary of significant quantitative inputs used to fair value the convertible notes


	On Issuance
Interest rate		8.00	%
Discount rate		6.78	%
Time to maturity (years)		0.49
Probability of automatic conversion upon qualified financing		95.0	%
Probability of optional conversion		2.5	%
Probability of no conversion		2.5	%
Conversion Price	$	1.4784

Summary of fair value of the convertible notes

The following table provides a roll-forward of the fair value of the convertible notes (in thousands):


	Fair Value
Proceeds from issuance in August 2020	$	8,000
Change in fair value of convertible notes		720
Conversion to Series B redeemable convertible preferred stock		(7,940	)
Recognition of preferred stock tranche liability		(780	)

Balance as of December 31, 2020	$	—

Summary of significant quantitative inputs used in the valuation of the preferred stock tranche liability


	October 22, 2020 Initial Measurement Date						December 28 and December 31, 2020 Subsequent Measurement Dates
	Tranche 2 Call Option			Tranche 3 Call Option			Tranche Features 2 and 3 Call Option			Tranche 2 and 3 Forward Contracts
Estimated fair value of Series B redeemable convertible preferred stock (1)	$	1.25		$	1.25		$	1.62		$	1.62
Discount rate		0.12	%		0.17	%		0.11	%		0.11	%
Time to liquidity (years)		0.9			2.2			0.5			0.5
Expected volatility		54.9	%		54.9	%		73.8	%		N/A
Probability of call option and forward contract		N/A			N/A			10	%		90	%
Strike Price	$	1.6427		$	1.6427		$	1.6427		$	1.6427
Value of each tranche feature	$	0.143		$	0.199		$	0.326		$	(0.023	)

Summary of a weighted comparable guideline IPO (high and low) and SPAC transactions


	May 14, 2021
	Tranches 2 and 3
	Public Scenario			Staying Private Scenario
	Call			Call
Estimated fair value of Series B redeemable convertible preferred stock	$	2.18		$	1.58
Scenario weighting		75.0	%		25.0	%
Value of each tranche feature	$	1.637		$	0.395

Weighted-average value of Series B redeemable convertible preferred stock		$2.032

Summary of table provides a roll-forward of the change in the preferred stock tranche liability

The following table provides a roll-forward of the change in the preferred stock tranche liability (in thousands):


	Preferred Stock Tranche Liability
Initial closing on October 22, 2020	$	6,120
Forfeiture of tranche rights		(780	)
Change in fair value		(4,968	)
Second closing on December 28, 2020	$	63

Balance as of December 31, 2020		435
Recognition of tranche rights from January 2021 issuance		33
Change in fair value		14,742
Tranche liability extinguishment		(15,210	)

Balance as of December 31, 2021	$	—

Schedule of Financial Assets and Liabilities Measured and Recognized at Fair Value

Financial assets and liabilities measured and recognized at fair value are as follows (in thousands):


	June 30, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market fund	$	139,800	$	—	$	—	$	139,800
Restricted cash:
Money market fund		3,257		—		—		3,257

Total Assets	$	143,057	$	—	$	—	$	143,057

Liabilities:
Contingent earnout liability	$	—	$	—	$	810	$	810

Total Liabilities	$	—	$	—	$	810	$	810


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market fund	$	56,034	$	—	$	—	$	56,034
Restricted cash:
Money market fund		3,257		—		—		3,257

Total Assets	$	59,291	$	—	$	—	$	59,291

Cash, Cash Equivalents and Investments

The following tables summarize the estimated value of cash equivalents and restricted cash (in thousands):


	June 30, 2022
	Amortized Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value
Cash equivalents:
Money market fund	$	139,800	$	—	$	—	$	139,800
Restricted cash:
Money market fund		3,257		—		—		3,257

Total	$	143,057	$	—	$	—	$	143,057


	December 31, 2021
	Amortized Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value
Cash equivalents:
Money market fund	$	56,034	$	—	$	—	$	56,034
Restricted cash:
Money market fund		3,257		—		—		3,257

Total	$	59,291	$	—	$	—	$	59,291


	December 31,
	2021		2020
Cash and cash equivalents		56,034		30,537
Restricted cash		3,257		497

Total	$	59,291	$	31,034

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands):


	Contingent Earnout Liability
Fair value as of December 31, 2021	$	—
Contingent earnout liability recognized upon the closing of the reverse recapitalization		(9,688	)
Change in fair value included in other income (expense)		8,878

Fair value as of June 30, 2022	$	(810	)

Significant Unobservable Inputs Preferred Stock Tranche Liability [Table Text Block]


	March 31, 2021
	Tranche 2			Tranche 3 (Public)						Tranche 3 (Staying Private)
	Forward			Call			No Value			Call			Forward			No Value
Estimated fair value of Series B redeemable convertible preferred stock (1)	$	2.0796		$	2.3386			N/A		$	1.3023		$	1.3023			N/A
Discount rate		0.03	%		0.05	%		N/A			0.06	%		0.06	%		N/A
Time to liquidity (years)		0.08			0.5			N/A			0.75			0.75			N/A
Probability of call option and forward contract		100.0	%		25.0	%		75.0	%		45.0	%		5.0	%		50.0	%
Strike price	$	1.6427		$	1.6427			N/A		$	1.6427		$	1.6427			N/A
Expected volatility		N/A			80.00	%		N/A			80.00	%		N/A			N/A
Value of each tranche feature	$	0.437		$	0.873		$	—		$	0.251		$	(0.340	)	$	—

Total value of tranche feature (in millions)	$	8.6			$4.3						$1.9

(1)


	May 14, 2021
	Tranches 2 and 3
	Public Scenario			Staying Private Scenario
	Call			Call
Estimated fair value of Series B redeemable convertible preferred stock	$	2.18		$	1.58
Scenario weighting		75.0	%		25.0	%
Value of each tranche feature	$	1.637		$	0.395

Weighted-average value of Series B redeemable convertible preferred stock		$2.032

The following table provides a roll-forward of the change in the preferred stock tranche liability (in thousands):


	Preferred Stock Tranche Liability
Balance as of December 31, 2020		435
Recognition of tranche rights from January 2021 issuance		33
Change in fair value		14,742
Tranche liability extinguishment		(15,210	)

Balance as of December 31, 2021	$	—

Organization and Description of Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Nature Of Operations [Line Items]
Proceeds from redeemable convertible preferred stock						$ 66,952	$ 67,000	$ 30,000
Proceeds from issuance of convertible notes					$ 5,175		0	8,000
Retained earnings accumulated deficit	$ (138,436)				(138,436)		(115,076)	(59,757)
Cash cash equivalents and restricted cash	143,057		$ 84,474		143,057	84,474	59,291	31,034	$ 5,798
Net loss	(11,552)	$ (11,808)	$ (12,007)	$ (21,002)	(23,360)	(33,009)	(55,319)	$ (19,862)
Dynamic Special Purpose Acquisition Corp [Member]
Nature Of Operations [Line Items]
Retained earnings accumulated deficit	$ (138,400)				(138,400)		(115,100)
Combined enterprise value on merger							276,000
Funding of the merger through cash held in trust							230,000
Net loss					$ (23,400)	$ (33,000)
Prospective Private Placement [Member] \| Dynamic Special Purpose Acquisition Corp [Member]
Nature Of Operations [Line Items]
Common stock shares subscriptions value							$ 66,800
Sale of stock issue price per share							$ 10

Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands		6 Months Ended	12 Months Ended
	Jun. 08, 2022 Tranche shares	Jun. 30, 2022 USD ($) BusinessActivity ReportableSegment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Accounting Policies [Line Items]
Deferred offering costs \| $		$ 0	$ 1,446	$ 0
Percentage of tax benefit to be realized for recognition in the income statement			50.00%	50.00%
Number of business activities \| BusinessActivity		1
Number of reportable segments \| ReportableSegment		1
Maximum contingent earnout (in shares) \| shares	2,000,000
Number of tranches of contingent earnout shares \| Tranche	2
Number of contingent earnout shares per tranche (in shares) \| shares	1,000,000
Contingent Consideration Tranche Two [Member]
Accounting Policies [Line Items]
Earnout period (in years)	3 years
Contingent Consideration Tranche One [Member]
Accounting Policies [Line Items]
Earnout period (in years)	2 years
General and Administrative Expense [Member]
Accounting Policies [Line Items]
Deferred offering costs expensed \| $			$ 2,200

Summary of Significant Accounting Policies and Basis of Presentation - Schedule Of Property Plant And Equipment (Detail)	12 Months Ended
	Dec. 31, 2021
Small Equipment
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	2 years
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	Shorter of the lease term and the useful life
Maximum \| Laboratory Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	7 years
Maximum \| Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	7 years
Minimum \| Laboratory Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Minimum \| Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years

Summary of Significant Accounting Policies and Basis of Presentation - Schedule Of Cash Cash Equivalents And Short Term Investments (Detail) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Cash and cash equivalents	$ 139,800	$ 56,034	$ 82,942	$ 30,537
Restricted cash	3,257	3,257	1,532	497
Total	$ 143,057	$ 59,291	$ 84,474	$ 31,034	$ 5,798

Reverse Recapitalization - Narrative (Detail) $ / shares in Units, $ in Millions		6 Months Ended
	Jun. 08, 2022 USD ($) Tranche $ / shares shares	Jun. 30, 2022 USD ($) $ / shares	May 19, 2022 USD ($)	Dec. 31, 2021 $ / shares	Dec. 31, 2020 $ / shares
Reverse Recapitalization [Line Items]
Recapitalization exchange ratio	0.1957
Common stock, par or stated value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001		$ 0.0001	$ 0.0001
Maximum contingent earnout (in shares) \| shares	2,000,000
Number of tranches of contingent earnout shares \| Tranche	2
Number of contingent earnout shares per tranche (in shares) \| shares	1,000,000
Number of trading days	20 days
Number of consecutive trading days	30 days
Term (in years)	2 years
Threshold of years for change of control (in years)	3 years
Cash acquired through reverse recapitalization \| $	$ 140.7
Transaction costs \| $	$ 23.3
Unpaid transaction cost assumed in connection with merger \| $		$ 0.3
Common Class A [Member]
Reverse Recapitalization [Line Items]
Common stock issued after cancellation of unsecured convertible promissory note (in shares) \| shares	517,500
Common stock share price (in dollars per share) \| $ / shares	$ 10
May2022 Note [Member]
Reverse Recapitalization [Line Items]
Principal amount of unsecured convertible promissory note \| $			$ 5.2
Private Placement [Member]
Reverse Recapitalization [Line Items]
Price per share (in dollars per share) \| $ / shares	$ 10
Aggregate purchase price \| $	$ 50.6
P I P E Investors [Member] \| Private Placement [Member]
Reverse Recapitalization [Line Items]
Number of shares issued (in shares) \| shares	5,060,000
Contingent Consideration Tranche One [Member]
Reverse Recapitalization [Line Items]
Closing stock price to trigger contingent earnout shares (in dollars per share) \| $ / shares	$ 15
Term (in years)	2 years
Contingent Consideration Tranche Two [Member]
Reverse Recapitalization [Line Items]
Closing stock price to trigger contingent earnout shares (in dollars per share) \| $ / shares	$ 20
Term (in years)	3 years

Reverse Recapitalization -Schedule of Common Stock Outstanding Immediately Following Consummation of Merger (Details) - shares

Jun. 08, 2022

Jun. 30, 2022

Dec. 31, 2021

Reverse Recapitalization [Line Items]

Issued to PIPE Investors

5,060,000

Issued to Legacy Senti stockholders

^[1]

23,163,614

Early exercised shares subject to repurchase

(288,807)

Total shares of common stock immediately after Merger

43,368,270

2,972,409

Common stock issued upon conversion of redeemable convertible stock (in shares)

19,517,988

Common Shareholders [Member]

Reverse Recapitalization [Line Items]

Owned by Dynamics' stockholders

14,915,963

Common Class A [Member]

Reverse Recapitalization [Line Items]

Issued to Bayer in connection with convertible note cancellation and exchange

517,500

[1]	Includes 19,517,988 shares of common stock issued upon conversion of Legacy Senti’s redeemable convertible preferred stock.

Other Financial Statement information - Summary of Prepaid Expense and Other Current Assets (Detail) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid expenses (including prepaid rent)	$ 2,535	$ 798
Deposits	983	1,157	$ 25
Reverse Recapitalization deferred offering costs	0	1,446	0
Unbilled contract		0	229
Other	28	275
Other		1,073	830
Total prepaid expenses and other current assets	$ 3,546	$ 3,676	$ 1,084

Other Financial Statement information - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment at cost	$ 37,623	$ 14,023	$ 4,294
Less: accumulated depreciation	(2,118)	(1,655)	(982)
Property and equipment, net	35,505	12,368	3,312
Lab equipment
Property, Plant and Equipment [Line Items]
Property and equipment at cost	6,395	4,988	3,459
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment at cost	1,830	431	158
Computer equipment and software
Property, Plant and Equipment [Line Items]
Property and equipment at cost	342	262	214
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment at cost	294	294	232
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment at cost	$ 28,762	$ 8,048	$ 231

Other Financial Statement information - Summary of Accrued Expenses and Other Liabilities (Detail) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued professional and service fees	$ 7,234	$ 2,555	$ 54
Accrued employee-related expenses	1,799	2,665	1,933
Other accrued expenses	23	111	11
Total accrued expenses and other current liabilities	$ 9,056	5,331
Total accrued expenses and other current liabilities		$ 5,331	$ 1,998

Other Financial Statement information - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Other Financial Statement Information [Line Items]
Depreciation	$ 300	$ 200	$ 512	$ 347	$ 769	$ 564
Impairment losses					22	238
Minimum [Member]
Other Financial Statement Information [Line Items]
Impairment losses					$ 100	$ 200

Convertible Notes - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended		3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 08, 2022	Oct. 31, 2020	Aug. 31, 2020	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2020	May 19, 2022
Debt Instrument [Line Items]
Gain on extinguishment of convertible notes				$ 1,289	$ 0	$ 1,289	$ 0
Convertible Debt [Member]
Debt Instrument [Line Items]
Debt Instrument Face, Amount			$ 8,000
Series B Redeemable Convertible Preferred Stock [Member]
Debt Instrument [Line Items]
Debt instrument convertible number of shares issued		5,485,858
Series B Redeemable Convertible Preferred Stock [Member] \| Convertible Debt [Member]
Debt Instrument [Line Items]
Debt instrument amount due at the time of conversion		$ 8,100
Debt instrument convertible number of shares issued		5,485,858
Common Class A [Member]
Debt Instrument [Line Items]
Common stock issued after cancellation of unsecured convertible promissory note (in shares)	517,500
Common stock share price (in dollars per share)	$ 10
Convertible Debt [Member]
Debt Instrument [Line Items]
Debt Instrument Interest Rate Stated Percentage			8.00%
Debt instrument maturity month year			2021-02
Minimum threshold qualified financing on sale of preferred stock			$ 25,000
Debt instrument conversion price percentage over fixed price per share			90.00%
Change in fair value of convertible notes								$ 700
May2022 Note [Member]
Debt Instrument [Line Items]
Debt Instrument Face, Amount									$ 5,200
Debt Instrument Interest Rate Stated Percentage									3.00%
Debt instrument conversion price percentage over fixed price per share									80.00%
Conversion price									$ 10
Gain on extinguishment of convertible notes	$ 1,300

Redeemable Convertible Preferred Stock - Summary of Redeemable Convertible Preferred Stock (Detail) - USD ($) $ / shares in Units, $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Jan. 19, 2021	Dec. 31, 2020	Dec. 28, 2020	Oct. 01, 2020
Temporary Equity [Line Items]
Shares Authorized	0	19,517,990		99,734,554
Shares Issued	0	19,517,988		58,948,067
Shares Outstanding	0	19,517,988		58,948,067
Net Carrying Value	$ 0	$ 171,833		$ 89,662
Aggregate Liquidation Preference	$ 0	$ 163,834		$ 96,834
Series A
Temporary Equity [Line Items]
Issue Price		$ 1.6427		$ 1.6427
Shares Authorized		35,199,610		35,199,610
Shares Issued		35,199,610		35,199,610
Shares Outstanding		35,199,610		35,199,610
Net Carrying Value		$ 57,408		$ 57,408
Aggregate Liquidation Preference		$ 57,822		$ 57,822
Series B
Temporary Equity [Line Items]
Issue Price		$ 1.6427	$ 1.6427	$ 1.6427	$ 1.6427	$ 1.6427
Shares Authorized		64,534,944		64,534,944
Shares Issued		64,534,933		23,748,457
Shares Outstanding		64,534,933		23,748,457
Net Carrying Value		$ 114,425		$ 32,254
Aggregate Liquidation Preference		$ 106,012		$ 39,012

Redeemable Convertible Preferred Stock - Additional Information (Detail) $ / shares in Units, $ in Thousands				1 Months Ended	6 Months Ended	12 Months Ended
	May 14, 2021 USD ($) shares	Jan. 19, 2021 USD ($) $ / shares shares	Dec. 28, 2020 USD ($) $ / shares shares	Oct. 31, 2020 USD ($) shares	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) Directors $ / shares shares	Dec. 31, 2020 USD ($) $ / shares	Oct. 01, 2020 $ / shares shares
Temporary Equity [Line Items]
Proceeds from redeemable convertible preferred stock \| $					$ 66,952	$ 67,000	$ 30,000
Estimated minimum gross proceeds in a qualified public offering for conversion of temporary equity into permanent equity \| $						$ 50,000
Series B Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Temporary equity stock shares issued during the period shares		1,420,426	2,637,929	15,624,670
Temporary equity issue price per share \| $ / shares		$ 1.6427	$ 1.6427			$ 1.6427	$ 1.6427	$ 1.6427
Proceeds from redeemable convertible preferred stock \| $		$ 2,300	$ 4,300	$ 25,700
Payment of stock issuance costs for redeemable convertible preferred stock \| $		$ 6	$ 200	$ 100
Debt instrument converted into equity number of shares issued				5,485,858
Number of directors entitled to be elected through vote \| Directors						2
Temporary equity dividend rate						8.00%
Temporary equity conversion price per share \| $ / shares						$ 1.6427
Conversion ratio from temporary equity to permanent equity						1	1
Temporary equity shares redeemable contingently						2,435,016
Series B Redeemable Convertible Preferred Stock [Member] \| Obligation To Issue Tranche One [Member]
Temporary Equity [Line Items]
Temporary equity shares subscribed but not issued								16,842,176
Temporary equity rights to purchase shares forfeited			1,217,506
Series B Redeemable Convertible Preferred Stock [Member] \| Obligation To Issue Tranche Two [Member]
Temporary Equity [Line Items]
Temporary equity shares subscribed but not issued								18,668,438
Temporary equity rights to purchase shares forfeited			3,043,768
Series B Redeemable Convertible Preferred Stock [Member] \| Obligation To Issue Additional Shares Tranche Two [Member]
Temporary Equity [Line Items]
Temporary equity shares subscribed but not issued		1,420,426	2,637,929
Series B Redeemable Convertible Preferred Stock [Member] \| Obligation To Issue Additional Shares Tranche Three [Member]
Temporary Equity [Line Items]
Temporary equity shares subscribed but not issued		1,420,426	2,637,929
Series B Redeemable Convertible Preferred Stock [Member] \| Call Tranche Two And Three [Member]
Temporary Equity [Line Items]
Temporary equity stock shares issued during the period shares	39,366,050
Proceeds from redeemable convertible preferred stock \| $	$ 64,700
Series A Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Temporary equity issue price per share \| $ / shares						$ 1.6427	$ 1.6427
Number of directors entitled to be elected through vote \| Directors						2
Temporary equity dividend rate						8.00%
Temporary equity conversion price per share \| $ / shares						$ 1.6427
Conversion ratio from temporary equity to permanent equity						1	1
Common Stock [Member]
Temporary Equity [Line Items]
Number of directors entitled to be elected through vote \| Directors						2
Redeemable Convertible Preferred Stock And Common Stock [Member]
Temporary Equity [Line Items]
Number of remainning directors entitled to be eleted through vote \| Directors						7

Common Stock - Summary of Stock Options Reserved for Future Issuance (Detail) - shares	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Schedule Of Stock Options Reserved For Future Issuance [Line Items]
Common Stock	11,560,910	23,000,816
Common Stock [Member]
Schedule Of Stock Options Reserved For Future Issuance [Line Items]
Common Stock		115,112,644	75,978,721
Series A and B redeemable convertible preferred stock [Member] \| Common Stock [Member]
Schedule Of Stock Options Reserved For Future Issuance [Line Items]
Common Stock		99,734,543	58,948,067
Stock options to purchase common stock [Member] \| Common Stock [Member]
Schedule Of Stock Options Reserved For Future Issuance [Line Items]
Common Stock		11,711,174	4,173,285
Common stock options available for future grant under stock option plan [Member] \| Common Stock [Member]
Schedule Of Stock Options Reserved For Future Issuance [Line Items]
Common Stock		3,666,927	12,857,369

Common Stock - Summary of Stock Options Reserved for Future Issuance (Parenthetical) (Detail) - $ / shares	Jun. 30, 2022	Jun. 08, 2022	Dec. 31, 2021	Dec. 31, 2020
Common stock, shares authorized	500,000,000		27,006,600
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common Stock [Member]
Common stock, shares authorized			138,000,000	138,000,000
Common stock, par value			$ 0.0001	$ 0.0001

Stockholders' Equity (Deficit) - Redeemable Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Issue Price	$ 0.0001	$ 0.0001	$ 0.0001
Shares Authorized	0	19,517,990	99,734,554
Shares Issued	0	19,517,988	58,948,067
Shares Outstanding	0	19,517,988	58,948,067
Net Carrying Value		$ 171,833
Aggregate Liquidation Preference	$ 0	$ 163,834	$ 96,834
Series A
Class of Stock [Line Items]
Issue Price		$ 1.6427
Shares Authorized		6,888,563
Shares Issued		6,888,563
Shares Outstanding		6,888,563
Net Carrying Value		$ 57,408
Aggregate Liquidation Preference		$ 57,822
Series B
Class of Stock [Line Items]
Issue Price		$ 1.6427
Shares Authorized		12,629,427
Shares Issued		12,629,425
Shares Outstanding		12,629,425
Net Carrying Value		$ 114,425
Aggregate Liquidation Preference		$ 106,012

- 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

Stockholders' Equity (Deficit) - Common and Preferred Stock (Details) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($) vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Equity [Abstract]
Number of votes per common stock \| vote	1
Cash dividends declared and paid, common stock \| $	$ 0
Preferred stock, par value per share (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	0
Preferred stock, shares outstanding	0	0

Stockholders' Equity (Deficit) - Common Stock Reserved for Future Issuance (Details) - $ / shares	Jun. 30, 2022	Jun. 08, 2022	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	11,560,910		23,000,816
Common stock, shares authorized	500,000,000		27,006,600
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	0		19,517,988
Unvested early exercised common stock
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	288,807		473,373
Stock options to purchase common stock \| 2016 Stock Incentive Plan
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	8,779,368		2,291,838
Stock options to purchase common stock \| 2022 Stock Incentive Plan
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	2,492,735		717,617

Stockholders' Equity (Deficit) - Contingent Earnout Equity (Details) $ / shares in Units, $ in Thousands		3 Months Ended		6 Months Ended
	Jun. 08, 2022 USD ($) Tranche $ / shares shares	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)
Business Acquisition, Contingent Consideration [Line Items]
Maximum contingent earnout (in shares) \| shares	2,000,000
Change in fair value of contingent earnout liability \| Tranche	2
Number of contingent earnout shares per tranche (in shares) \| shares	1,000,000
Threshold of years for change of control (in years)	3 years
Number of trading days	20 days
Number of consecutive trading days	30 days
Fair value of contingent earnout shares	$ 9,800
Contingent earnout liability	9,700	$ 810		$ 810
Fair value of contingent earnout shares	$ 100
Change in fair value of contingent earnout liability		$ 8,878	$ 0	$ 8,878	$ 0
Term (in years)	2 years
Contingent Consideration Tranche Two [Member]
Business Acquisition, Contingent Consideration [Line Items]
Closing stock price to trigger contingent earnout shares (in dollars per share) \| $ / shares	$ 20
Term (in years)	3 years
Contingent Consideration Tranche One [Member]
Business Acquisition, Contingent Consideration [Line Items]
Closing stock price to trigger contingent earnout shares (in dollars per share) \| $ / shares	$ 15
Term (in years)	2 years

Stockholders' Equity (Deficit) - Assumptions used in valuation of contingent earnout shares (Details)	Jun. 30, 2022 shares yr	Jun. 08, 2022 shares yr
Current stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input \| shares	1.97	7.51
Expected share price volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	85	81
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	2.99	2.94
Estimated dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0	0
Expected term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input \| yr	3	3

Revenue - Additional Information (Detail) $ in Thousands	1 Months Ended			3 Months Ended		6 Months Ended		12 Months Ended
Revenue - Additional Information (Detail) $ in Thousands	Dec. 31, 2021 USD ($)	Apr. 30, 2021 USD ($) Month	May 31, 2019 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2018 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Fixed consideration of development agreement			$ 300
Variable consideration of development agreement			$ 300
Contract asset reversal amount	$ 300							$ 300
Upfront payment received		$ 3,000
Evaluation period of agreement \| Month		24
Fixed upfront amount of transaction price		$ 3,000
Revenue from collaborative agreement								0	$ 200
Unbilled revenue	$ 0							0	200
Grant income				$ 250	$ 15	$ 500	$ 43	470	$ 172	$ 200
Customer A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Grant income								$ 2,000
Customer Concentration Risk [Member] \| Customer A [Member] \| Revenue Benchmark [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Concentration risk percentage				82.00%	86.00%	80.00%	79.00%	84.30%
Customer Concentration Risk [Member] \| Customer B [Member] \| Revenue Benchmark [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Concentration risk percentage				18.00%	2.00%	20.00%	5.00%	15.70%	30.40%
Customer Concentration Risk [Member] \| Customer C [Member] \| Revenue Benchmark [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Concentration risk percentage					12.00%		16.00%		69.60%

Revenue - Contract Revenue (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Apr. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	May 31, 2019
Disaggregation of Revenue [Line Items]
Consideration received in collaborative development agreement							$ 300
Variable consideration							$ 300
Contract assets reversed						$ 300
Agreement evaluation period	24 months
Agreement termination advance notice period	90 days
Revenue recognized during period previously included in deferred revenue		$ 500	$ 300	$ 1,000	$ 300
Contract asset		$ 0		$ 0
Spark [Member] \| Minimum [Member]
Disaggregation of Revenue [Line Items]
Agreement termination advance notice period	90 days
Spark [Member] \| Maximum [Member]
Disaggregation of Revenue [Line Items]
Agreement termination advance notice period	180 days
Spark [Member] \| License [Member]
Disaggregation of Revenue [Line Items]
Variable consideration	$ 3,000
Spark [Member] \| License [Member] \| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-05-21
Disaggregation of Revenue [Line Items]
Expected timing of satisfaction	2 years

Revenue - Grant Income (Details) - Grant [Member] - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Grant income		$ 2.0
Period of recognition of grant (in years)	2 years

Revenue - Entity-wide information (Details) - Revenue Benchmark [Member] - Customer Concentration Risk [Member]	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Customer A [Member]
Concentration Risk [Line Items]
Percentage of concentration	82.00%	86.00%	80.00%	79.00%	84.30%
Customer B [Member]
Concentration Risk [Line Items]
Percentage of concentration	18.00%	2.00%	20.00%	5.00%	15.70%	30.40%
Customer C [Member]
Concentration Risk [Line Items]
Percentage of concentration		12.00%		16.00%		69.60%

Stock-Based Compensation - Summary of stock-based compensation expense (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 9,225	$ 562	$ 9,886	$ 934	$ 2,295	$ 272
General and administrative [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	7,863	498	8,322	818	1,940	201
Research and development [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 1,362	$ 64	$ 1,564	$ 116	$ 355	$ 71

Stock-Based Compensation - Summary of fair value of stock options granted to grantees (Detail)	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Expected term (in years)	5 years 9 months 18 days	6 years	6 years 10 days	6 years 10 days
Expected volatility	78.00%	83.00%	82.30%	83.30%
Risk-free interest rate	3.00%	0.70%	0.90%	0.70%
Dividend yield	0.00%	0.00%	0.00%	0.00%

Stock-Based Compensation - Summary of stock option activity (Detail) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Arrangement [Abstract]
Number of Options Outstanding	2,291,838	11,711,174	4,173,285
Number of options granted			10,800,000
Early exercise of common stock options Shares	(199,807)		(3,103,769)
Number of Options Forfeited	(424,485)		(158,342)
Number of Options Expired			0
Number of Options Outstanding	1,667,546	2,291,838	11,711,174
Number of Options Vested and exercisable	421,763	1,381,326
Weighted- Average Exercise Price Outstanding	$ 4.39	$ 0.86	$ 0.49
Weighted- Average Exercise Price Granted			0.89
Weighted- Average Exercise Price Exercised	2.49		0.43
Weighted- Average Exercise Price Forfeited	2.77		0.65
Weighted- Average Exercise Price Outstanding	5.02	4.39	$ 0.86
Weighted- Average Exercise Price Vested and exercisable	$ 3.6	$ 0.48
Weighted- Average Remaining Contractual Life (Years)	8 years 6 months	9 years 1 month 6 days	8 years 10 months 24 days
Weighted- Average Remaining Contractual Life (Years) Vested and exercisable	7 years 9 months 18 days	7 days 16 hours
Aggregate Intrinsic Value Outstanding	$ 11,304	$ 11,304	$ 199
Aggregate Intrinsic Value Outstanding	9	11,304	$ 11,304
Aggregate Intrinsic Value Vested and exercisable	$ 9	$ 1,781

Stock-Based Compensation - Summary of Performance Awards Activity (Details) - Performance Shares [Member] - $ / shares			6 Months Ended
	Jun. 08, 2022	Dec. 19, 2021	Jun. 30, 2022	Dec. 31, 2021
Number of Options
Outstanding, beginning of period (in shares)			0
Granted (in shares)	6,796,074	8,400,892	6,796,074
Outstanding, end of period (in shares)			6,796,074
Vested and exercisable, end of period (in shares)			0
Weighted-Average Exercise Price
Outstanding, beginning of period (in dollars per share)			$ 9.92	$ 0
Granted (in dollars per share)			9.92
Outstanding, end of period (in dollars per share)			9.92	$ 0
Vested and exercisable, end of period (in dollars per share)			$ 0
Outstanding, end of period, weighted average remaining contractual life (in years)			9 years 4 months 24 days

Stock-Based Compensation - Additional Information (Detail) $ / shares in Units, $ in Millions			6 Months Ended		12 Months Ended
	Jun. 08, 2022 shares	Dec. 19, 2021 Tranche shares	Jun. 30, 2022 USD ($) shares	Jun. 30, 2021 shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number			421,763		1,381,326
Unrecognized stock-based compensation \| $			$ 32.1		$ 9.2
Weighted-average period			2 years 3 months 3 days		3 years 1 month 6 days
Performance Awards [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Gross		42,927,654			42,909,091
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award		four-year
Market Awards [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Gross		3,093,776
Percentage of vesting of award under share-based payment arrangement		25.00%
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	315,748	605,451
Share Based Compensation Arrangement By Share Based Payment Award Award Vesting Rights Number Of Tranches \| Tranche		4
Performance Shares [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award		four-year
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	6,796,074	8,400,892	6,796,074
Twenty Sixteen Stock Incentive Plan [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Percentage of Minimum estimated fair value of the shares on the date of grant					100.00%
Percentage of exercise price of an ISO granted to a stockholder					10.00%
Percentage of Maximum estimated fair value of the shares on the date of grant					110.00%
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period					4 years
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period					10 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value \| $					$ 0.8	$ 0.2
Weighted-average grant-date fair values of options granted \| $ / shares					$ 0.96	$ 0.38
Number of shares issued under share-based payment arrangement.			0	512,670	2,418,871	2,619,677
Stock Repurchased During Period, Value \| $					$ 1.2
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number						0
Number of Shares Authorized			12,828,363		65,551,165
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation			288,807		473,373
Common Stock Subject To Repurchase Value \| $			$ 0.8		$ 1.2
Twenty Sixteen Stock Incentive Plan [Member] \| Performance Awards [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Gross					18,563
2022 Stock Incentive Plan
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period			10 years
Number of Shares Authorized			2,492,735
Share Based Compensation Arrangement By Share Based Payment Award Stock holder Ownership Percentage Threshold			10.00%
Share Based Compensation Arrangement By Share Based Payment Award Annual Increase In Authorized Shares Percentage			5.00%
2022 Stock Incentive Plan \| Minimum [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share Based Compensation Arrangement By Share Based Payment Award Exercise Price Percentage Of Fair Market Value			100.00%
2022 Stock Incentive Plan \| Maximum [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share Based Compensation Arrangement By Share Based Payment Award Exercise Price Percentage Of Fair Market Value			110.00%

Operating Leases - Summary Of Other Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Operating cash flows net inflows and (outflows) from operating lease	$ 6,740	$ (1,320)
Remeasurement of ROU and lease liabilities due to changes in the timing of receipt of lease incentives	$ 199	$ 0
Weighted-average remaining lease term	8 years 2 months 12 days	5 years 9 months 18 days	7 years 9 months 3 days	6 years 3 months 29 days
Weighted-average discount rate	9.10%	8.90%	9.06%	8.91%

Operating Leases - Summary Of Total Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Operating lease cost	$ 1,325	$ 679	$ 2,650	$ 1,359	$ 3,800	$ 2,700
Short-term lease cost	27	0	30	0
Variable lease cost	182	161	353	404
Total lease liabilities	$ 1,534	$ 840	$ 3,033	$ 1,763

Operating Leases - Summary of Operating Lease Supplemental Cash Flow Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Operating cash flows from operating lease	$ (2,669)	$ (2,577)
ROU assets obtained in exchange for operating lease obligations	$ 10,153	$ 513

Operating Leases - Summary of Supplemental Additional Information Related to Operating Leases (Detail)	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020
Leases [Abstract]
Weighted-average remaining lease term	8 years 2 months 12 days	7 years 9 months 3 days	5 years 9 months 18 days	6 years 3 months 29 days
Weighted-average discount rate	9.10%	9.06%	8.90%	8.91%

Operating Leases - Summary of Maturities of Lease Liabilities (Detail) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	May 28, 2021
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2022, for the remainder of the year	$ 1,394
2023	6,272	$ 2,770
2024	7,265	6,272
2025	7,489	7,266
2026	7,723	7,489
2026		7,723
Thereafter	30,230
Thereafter		30,229
Total undiscounted lease payments	60,373	61,749	$ 46,000
Less imputed interest	(20,137)	(21,555)
Tenant improvement reimbursements	(9,361)	(17,463)
Total lease liabilities	$ 30,875	$ 22,731

Operating Leases - Additional Information (Detail) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) TradingDay	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Jun. 03, 2021
Lessee, Lease, Description [Line Items]
Lessee operating lease term of contract							11 years
Payments for proceeds from tenant allowance					$ 0	$ 0
Operating lease cost	$ 1,325	$ 679	$ 2,650	$ 1,359	3,800	2,700
Variable lease payment					700	600
Tenant Improvement Reimbursements	$ (9,361)		$ (9,361)		(17,463)
Short-term lease expense					$ 0	$ 0
Corporate Headquarters Lease [Member]
Lessee, Lease, Description [Line Items]
Lessee operating lease term of contract					8 years
Lease expiration year					2027
Alameda Lease [Member]
Lessee, Lease, Description [Line Items]
Lessee operating lease term of contract					11 years
Lease expiration year					2032
Operating lease renewal description					two additional terms of five years
Tenant Improvement Reimbursements					$ 17,500
Corporate Headquarters [Member]
Lessee, Lease, Description [Line Items]
Lessee operating lease term of contract	8 years		8 years
Lessee Operating Lease Renewal Term	8 years		8 years
Alameda [Member]
Lessee, Lease, Description [Line Items]
Lessee operating lease term of contract	11 years		11 years
Lessee Operating Lease Renewal Term	5 years		5 years
Tenant Improvement Reimbursements	$ 8,100		$ 8,100
Lessee Operating Lease Number Of Renewal Options \| TradingDay			2
Tenant Improvement Allowance			$ 17,500

Related Parties - Additional Information (Details) $ / shares in Units, $ in Millions			6 Months Ended	12 Months Ended
	Jun. 08, 2022 $ / shares shares	May 21, 2021 USD ($)	Jun. 30, 2022 USD ($) TradingDay shares	Dec. 31, 2021 USD ($) TradingDay shares	Dec. 31, 2020 USD ($) shares	May 19, 2022 USD ($)	May 14, 2021 $ / shares
Related Party Transaction [Line Items]
Preferred stock, shares outstanding			0	0
Common stock, shares issued			43,368,270	2,972,409
Temporary equity, shares issued			0	19,517,988	58,948,067
Number of seats on the board of directors \| TradingDay				7
May 2022 Note [Member]
Related Party Transaction [Line Items]
Debt instrument face value \| $						$ 5.2
NEA [Member]
Related Party Transaction [Line Items]
Common stock, shares issued			4,429,725	0
Number of seats on the board of directors \| TradingDay			1
BlueRock [Member] \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement [Member]
Related Party Transaction [Line Items]
Research and development arrangement, expected costs \| $		$ 10.0	$ 10.0
Research and development expense, term of agreement		3 years	3 years
Bayer [Member]
Related Party Transaction [Line Items]
Common stock, shares issued			5,878,488
Number of seats on the board of directors \| TradingDay			1
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Compensation expense, excluding cost of good and service sold \| $				$ 0.4	$ 0.4
Accrued bonuses \| $				$ 0.2	$ 0.2
Common Stock [Member]
Related Party Transaction [Line Items]
Common stock, shares issued				15,189,091	14,504,193
Common Class A [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares, conversion of convertible debt	517,500
Share Price \| $ / shares	$ 10
Series A Redeemable Convertible Preferred Stock [Member]
Related Party Transaction [Line Items]
Temporary equity, shares issued				35,199,610	35,199,610
Series A Redeemable Convertible Preferred Stock [Member] \| NEA [Member]
Related Party Transaction [Line Items]
Temporary equity, shares issued			0	2,642,934
Series B Redeemable Convertible Preferred Stock [Member]
Related Party Transaction [Line Items]
Temporary equity, shares issued				64,534,933	23,748,457
Series B Redeemable Convertible Preferred Stock [Member] \| NEA [Member]
Related Party Transaction [Line Items]
Temporary equity, shares issued			0	536,791
Series B Redeemable Convertible Preferred Stock [Member] \| Bayer [Member]
Related Party Transaction [Line Items]
Temporary equity, shares issued				5,360,988
Redeemable Convertible Preferred Stock [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares, conversion of convertible debt					5,485,858
NEA [Member] \| Series A Redeemable Convertible Preferred Stock [Member]
Related Party Transaction [Line Items]
Stock issued during the period shares for services				13,505,035	13,505,035
NEA [Member] \| Series B Redeemable Convertible Preferred Stock [Member]
Related Party Transaction [Line Items]
Stock issued during the period shares for services				2,742,931	2,742,931
EightVC [Member] \| Series A Redeemable Convertible Preferred Stock [Member]
Related Party Transaction [Line Items]
Stock issued during the period shares for services				9,052,387	9,052,387
EightVC [Member] \| Series B Redeemable Convertible Preferred Stock [Member]
Related Party Transaction [Line Items]
Stock issued during the period shares for services				1,662,398	1,662,398
Timothy Lu [Member] \| Redeemable Convertible Preferred Stock [Member]
Related Party Transaction [Line Items]
Stock issued during the period shares for services				158,950	158,950
Timothy Lu and Family [Member] \| Common Stock [Member]
Related Party Transaction [Line Items]
Stock issued during the period shares for services				8,100,000	8,100,000
BlueRock Therapeutics LP [Member] \| Option Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction research term		3 years
BlueRock Therapeutics LP [Member] \| Research and Development Arrangement [Member]
Related Party Transaction [Line Items]
Related party transaction , reimbursement of cost and expenses \| $		$ 10.0
BlueRock Therapeutics LP [Member] \| Research and Development Arrangement [Member] \| Option Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction, expenses from transactions with related party \| $		$ 10.0
BlueRock [Member] \| Series B Redeemable Convertible Preferred Stock [Member]
Related Party Transaction [Line Items]
Stock issued during the period shares for services				27,393,924	9,131,308
Shares issued, price per share \| $ / shares							$ 1.6427
Fair value of shares price per share \| $ / shares							$ 2.03

Income Tax - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Tax credits	$ 4,915	$ 2,775
Lease Liability	6,350	3,930
Accruals and reserves	738	526
Stock-based compensation	28	17
Other	600	2
Deferred tax liabilities:
Operating lease right-of-use assets	(5,789)	(3,590)
Fixed asset basis	(236)	(178)
Total deferred tax liabilities	(6,025)	(3,768)
Net deferred taxes	0	0
Deferred Taxes [Member]
Deferred tax assets:
Net operating losses	23,104	15,543
Total deferred tax assets	35,735	22,793
Deferred tax liabilities:
Valuation allowance	$ (29,710)	$ (19,025)

Income Tax - Summary of Net Operating Losses And Tax Credit Carryforwards (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Domestic Tax Authority [Member] \| Indefinitely Carryforward [Member]
Operating Losses And Tax Credit Carryforwaards [Line Items]
Net operating losses, amount	$ 86,602
Net operating losses, description of expiration	Do Not Expire
Domestic Tax Authority [Member] \| Tax Period Two Thousand And Thirty One [Member]
Operating Losses And Tax Credit Carryforwaards [Line Items]
Net operating losses, amount	$ 3,508
Net operating losses, expiration date	Dec. 31, 2031
Domestic Tax Authority [Member] \| Tax Period Two Thousand And Thirty Two [Member]
Operating Losses And Tax Credit Carryforwaards [Line Items]
Tax credits, amount	$ 3,573
Tax credits, expiration date	Dec. 31, 2032
State and Local Jurisdiction [Member] \| Indefinitely Carryforward [Member]
Operating Losses And Tax Credit Carryforwaards [Line Items]
Tax credits, amount	$ 3,120
Tax credits, description of expiration	Do Not Expire
State and Local Jurisdiction [Member] \| Tax Period Two Thousand And Thirty Two [Member]
Operating Losses And Tax Credit Carryforwaards [Line Items]
Net operating losses, amount	$ 55,023
Net operating losses, expiration date	Dec. 31, 2032
Foreign Tax Authority [Member] \| Indefinitely Carryforward [Member]
Operating Losses And Tax Credit Carryforwaards [Line Items]
Net operating losses, amount	$ 1,146
Net operating losses, description of expiration	Do Not Expire

Income Tax - Schedule Of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Statutory rate	21.00%	21.00%
State tax	2.98%	11.68%
Other	(0.80%)	(0.05%)
Tax credits	2.29%	2.81%
Fair value of series B preferred stock tranche liability	(5.60%)	6.04%
Valuation allowance	(19.87%)	(41.48%)
Total	0.00%	0.00%

Income Tax - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Increase valuation allowance					$ 10,700	$ 7,900
Income tax expense	$ 0	$ 0	$ 0	$ 0	0	0
Gross unrecognized tax benefits						1,300
Accrued interest and penalties related to unrecognized tax benefits					$ 0	$ 0

- Definition

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

+ References + Details

Net Loss Per Share - Schedule of Reconciliation Of Net Loss Available To Common Stockholders And The Computation Of Bsic And Diluted Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net loss	$ (11,552)	$ (11,808)	$ (12,007)	$ (21,002)	$ (23,360)	$ (33,009)	$ (55,319)	$ (19,862)
Weighted-average shares used in computing net loss per share, basic (in shares)	13,446,622		2,909,105		8,336,451	2,883,582	14,881,325	13,862,582
Weighted-average shares used in computing net loss per share, diluted (in shares)	13,446,622		2,909,105		8,336,451	2,883,582	14,881,325	13,862,582
Net loss per share attributable to common stockholders, diluted (in shares)	$ (0.86)		$ (4.13)		$ (2.8)	$ (11.45)	$ (3.72)	$ (1.43)
Net loss per share attributable to common stockholders, basic (in shares)	$ (0.86)		$ (4.13)		$ (2.8)	$ (11.45)	$ (3.72)	$ (1.43)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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

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+ Details

Net Loss Per Share - Schedule Of Antidilutive Securities Excluded From Computation Of Earnings Per Share (Detail) - shares	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	11,068,175	21,832,990	11,068,175	21,832,990	113,864,588	102,487,402
Series A and B redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	0	19,517,988		19,517,988	99,734,543	58,948,067
Stock options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	8,779,368	1,815,431	8,779,368	1,815,431	11,711,174	4,173,285
Unvested early exercised options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	288,807	499,571	288,807	499,571	2,418,871	0
Contingent earnout common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	2,000,000	0	2,000,000
Potential issuance of Series B redeemable convertible preferred stock under Tranche 2 [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount					0	19,683,025
Potential issuance of Series B redeemable convertible preferred stock under Tranche 3 [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount					0	19,683,025

Commitments And Contingencies - Additional Information (Details) $ in Thousands			6 Months Ended	12 Months Ended
	Jun. 08, 2022 Tranche shares	May 21, 2021 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jun. 03, 2021 USD ($)	May 28, 2021 USD ($)
Other Commitments [Line Items]
Lessee operating lease, liability to be paid			$ 60,373	$ 61,749		$ 46,000
Lease term					11 years
Licence agreements annual maintenance payments payable				$ 100
Collaborative arrangement, rights and obligations, contractual annual payments			100
Reverse recapitalization, contingent consideration, equity, shares \| shares	2,000,000
Reverse recapitalization, contingent consideration, equity, number of tranche \| Tranche	2
Number of contingent earnout shares per tranche (in shares) \| shares	1,000,000
C G M P Facility [Member]
Other Commitments [Line Items]
Long-term purchase commitment amount			35,500
Payments for construction in process			$ 17,900
Blue Rock [Member] \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement [Member]
Other Commitments [Line Items]
Research and development expense, term of agreement		3 years	3 years
Research and development arrangement, expected costs		$ 10,000	$ 10,000
Collaboration and Option Agreement [Member] \| BlueRock Therapeutics LP [Member]
Other Commitments [Line Items]
Long term purchase commitment period				3 years
Long-term purchase commitment amount				$ 10,000
Sponsored Research Agreements [Member]
Other Commitments [Line Items]
Long-term purchase commitment amount				$ 2,200
Research and Development Arrangement [Member] \| Blue Rock [Member]
Other Commitments [Line Items]
Long-term purchase commitment amount			$ 1,700
cGMP Facility Alameda California [Member]
Other Commitments [Line Items]
Lease expiration year				2032
Lessee operating lease, liability to be paid					$ 46,000
Lease term					11 years
cGMP Facility Alameda California [Member] \| Capital Addition Purchase Commitments [Member]
Other Commitments [Line Items]
Aggregate construction costs paid				$ 2,600
Long-term purchase commitment amount				$ 35,500

Fair Value Measurements - Summary of Estimated Value of Cash Equivalents and Restricted Cash (Detail) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Amortized Cost		$ 59,291		$ 30,884
Unrealized Gain		0		0
Unrealized Loss		0		0
Estimated Fair Value		59,291		30,884
Cash and cash equivalents	$ 139,800	56,034	$ 82,942	30,537
Cash and cash equivalents, fair value		56,034		30,387
Cash, cash equivalents, and restricted cash	143,057	59,291	$ 84,474	31,034	$ 5,798
Cash And Cash Equivalents Money Market Fund Investments [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Amortized Cost		56,034		30,387
Unrealized Gain		0		0
Unrealized Loss		0		0
Estimated Fair Value		56,034		30,387
Restricted Cash And Cash Equivalents Money Market Fund Invesments [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Amortized Cost		3,257		497
Unrealized Gain		0		0
Unrealized Loss		0		0
Estimated Fair Value		3,257		$ 497
Money Market Funds [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	139,800	56,034
Cash and cash equivalents, fair value	139,800	56,034
Restricted Cash	3,257	3,257
Restricted cash, fair value	$ 3,257	$ 3,257

Fair Value Measurements - Summary of Financial Assets and Liabilities Measured and Recognized at Fair Value (Detail) - USD ($) $ in Thousands	Jun. 30, 2022	Jun. 08, 2022	Dec. 31, 2021	Dec. 31, 2020
Disclosure In Tabular Form Of Fair Value Of Financial Assets And Liabilities [Line Items]
Cash equivalents, Money market fund			$ 56,034	$ 30,387
Restricted cash, Money market fund			3,257	497
Total	$ 143,057		59,291	30,884
Contingent earnout liability	810	$ 9,700
Total Liabilities	810			435
Money Market Funds [Member]
Disclosure In Tabular Form Of Fair Value Of Financial Assets And Liabilities [Line Items]
Cash equivalents, Money market fund	139,800		56,034
Restricted cash, Money market fund	3,257		3,257
Preferred Stock Tranche Liability [Member]
Disclosure In Tabular Form Of Fair Value Of Financial Assets And Liabilities [Line Items]
Preferred stock tranche liability				435
Level 1
Disclosure In Tabular Form Of Fair Value Of Financial Assets And Liabilities [Line Items]
Cash equivalents, Money market fund			56,034	30,387
Restricted cash, Money market fund			3,257	497
Total	143,057		59,291	30,884
Contingent earnout liability	0
Total Liabilities	0			0
Level 1 \| Money Market Funds [Member]
Disclosure In Tabular Form Of Fair Value Of Financial Assets And Liabilities [Line Items]
Cash equivalents, Money market fund	139,800		56,034
Restricted cash, Money market fund	3,257		3,257
Level 1 \| Preferred Stock Tranche Liability [Member]
Disclosure In Tabular Form Of Fair Value Of Financial Assets And Liabilities [Line Items]
Preferred stock tranche liability				0
Level 2
Disclosure In Tabular Form Of Fair Value Of Financial Assets And Liabilities [Line Items]
Cash equivalents, Money market fund			0	0
Restricted cash, Money market fund			0
Total	0		0	0
Contingent earnout liability	0
Total Liabilities	0			0
Level 2 \| Money Market Funds [Member]
Disclosure In Tabular Form Of Fair Value Of Financial Assets And Liabilities [Line Items]
Cash equivalents, Money market fund	0		0
Restricted cash, Money market fund	0		0
Level 2 \| Preferred Stock Tranche Liability [Member]
Disclosure In Tabular Form Of Fair Value Of Financial Assets And Liabilities [Line Items]
Preferred stock tranche liability				0
Level 3
Disclosure In Tabular Form Of Fair Value Of Financial Assets And Liabilities [Line Items]
Cash equivalents, Money market fund			0	0
Restricted cash, Money market fund			0
Total	0		0	0
Contingent earnout liability	810
Total Liabilities	810			435
Level 3 \| Money Market Funds [Member]
Disclosure In Tabular Form Of Fair Value Of Financial Assets And Liabilities [Line Items]
Cash equivalents, Money market fund	0		0
Restricted cash, Money market fund	$ 0		$ 0
Level 3 \| Preferred Stock Tranche Liability [Member]
Disclosure In Tabular Form Of Fair Value Of Financial Assets And Liabilities [Line Items]
Preferred stock tranche liability				$ 435

Fair Value Measurements- Summary of significant quantitative inputs used to fair value the convertible notes (Detail) - Convertible Debt [Member]	Dec. 31, 2021 d
Interest rate
Disclosure In Tabular Form Of Significant Unobservable Input Used In Calculation Of Fair Value Of Convertible Notes [Line Items]
Convertible Notes at Issuance	8
Discount rate
Disclosure In Tabular Form Of Significant Unobservable Input Used In Calculation Of Fair Value Of Convertible Notes [Line Items]
Convertible Notes at Issuance	6.78
Time to maturity (years)
Disclosure In Tabular Form Of Significant Unobservable Input Used In Calculation Of Fair Value Of Convertible Notes [Line Items]
Convertible Notes at Issuance	0.49
Probability of automatic conversion upon qualified financing
Disclosure In Tabular Form Of Significant Unobservable Input Used In Calculation Of Fair Value Of Convertible Notes [Line Items]
Convertible Notes at Issuance	95
Probability of optional conversion
Disclosure In Tabular Form Of Significant Unobservable Input Used In Calculation Of Fair Value Of Convertible Notes [Line Items]
Convertible Notes at Issuance	2.5
Probability of no conversion
Disclosure In Tabular Form Of Significant Unobservable Input Used In Calculation Of Fair Value Of Convertible Notes [Line Items]
Convertible Notes at Issuance	2.5
Conversion Price
Disclosure In Tabular Form Of Significant Unobservable Input Used In Calculation Of Fair Value Of Convertible Notes [Line Items]
Convertible Notes at Issuance	1.4784

Fair Value Measurements- Summary of fair value of the convertible notes (Detail) - Convertible Debt [Member] $ in Thousands	5 Months Ended
	Dec. 31, 2020 USD ($)
Disclosure In Tabular Form Of Change In The Fair Value Of Convertible Notes [Line Items]
Proceeds from issuance in August 2020	$ 8,000
Change in fair value of the preferred stock tranche liability	720
Tranche liability extinguishment	(7,940)
Recognition of preferred stock tranche liability	(780)
Total preferred stock tranche liability	$ 0

Fair Value Measurements - Summary of Significant Quantitative Inputs Used in the Valuation of the Preferred Stock Tranche Liability (Parenthetical) (Detail) - $ / shares	Dec. 31, 2020	Dec. 28, 2020	Oct. 22, 2020
Preferred Stock Tranche Liability [Member]
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In The Measurement Of Preferred Stock Tranche Liability [Line Items]
Weighted Fair Value Of The Tranche Feature	$ 0.012	$ 0.012	$ 0.172

Fair Value Measurements - Summary of a weighted comparable guideline IPO (high and low) and SPAC transactions (Detail) - Tranche Rights Acquired [Member]	May 14, 2021 d
Estimated Fair Value Of Series B Redeemable Convertible Preferred Stock [Member] \| Public Scenario [Member]
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In Measurement Of Fair Value Of Tranche Rights Acquired [Line Items]
Embedded Derivative Liability, Measurement Input	2.18
Estimated Fair Value Of Series B Redeemable Convertible Preferred Stock [Member] \| Staying Private Scenario [Member]
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In Measurement Of Fair Value Of Tranche Rights Acquired [Line Items]
Embedded Derivative Liability, Measurement Input	1.58
Value Of Each Tranche Feature [Member] \| Public Scenario [Member]
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In Measurement Of Fair Value Of Tranche Rights Acquired [Line Items]
Embedded Derivative Liability, Measurement Input	1.637
Value Of Each Tranche Feature [Member] \| Staying Private Scenario [Member]
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In Measurement Of Fair Value Of Tranche Rights Acquired [Line Items]
Embedded Derivative Liability, Measurement Input	0.395
Weighted Average Fair Value Of Series B Redeemable Convertible Preferred Stock [Member] \| Public Scenario [Member]
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In Measurement Of Fair Value Of Tranche Rights Acquired [Line Items]
Embedded Derivative Liability, Measurement Input	2.032
Weighted Average Fair Value Of Series B Redeemable Convertible Preferred Stock [Member] \| Staying Private Scenario [Member]
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In Measurement Of Fair Value Of Tranche Rights Acquired [Line Items]
Embedded Derivative Liability, Measurement Input	2.032

Fair Value Measurements - Summary of a weighted comparable guideline IPO (high and low) and SPAC transactions (Parenthetical) (Detail) - Series B Redeemable Convertible Preferred Stock [Member] $ / shares in Units, $ in Millions	May 14, 2021 USD ($) $ / shares
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In Measurement Of Fair Value Of Tranche Rights Acquired [Line Items]
Weighted average value of redeemable convertible preferred stock	$ 2.032
Weighted average exercise price of redeemable convertible preferred stock	1.6427
Tranche Rights Acquired [Member]
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In Measurement Of Fair Value Of Tranche Rights Acquired [Line Items]
Weighted average fair value of the tranche feature	$ 0.3893
Fair value with unobservable input reconciliation recurring basis liability settlements \| $	$ 15.2

Fair Value Measurements - Summary of table provides a roll-forward of the change in the preferred stock tranche liability (Detail) - Preferred Stock Tranche Liability [Member] - USD ($) $ in Thousands	2 Months Ended	3 Months Ended		12 Months Ended
	Dec. 28, 2020	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2021
Disclosure In Tabular Form Of Change In The Fair Value Of Preferred Stock Tranche Liability Using Significant Unobservable Input [Line Items]
Initial closing on October 22, 2020	$ 6,120			$ 435
Forfeiture of tranche rights	(780)
Second closing on December 28, 2020	63
Beginning balance		$ 12,300	$ 435	435
Recognition of tranche rights from January 2021 issuance				33
Change in fair value	$ (4,968)	$ 2,900	11,800	14,742
Tranche liability extinguishment				(15,210)
Ending Balance			$ 12,300	$ 0

Fair Value Measurements - Additional Information (Detail) $ / shares in Units, $ in Thousands			1 Months Ended			2 Months Ended	3 Months Ended		5 Months Ended	12 Months Ended
	May 14, 2021 USD ($) $ / shares shares	Oct. 01, 2020 USD ($) shares	Jan. 31, 2021 USD ($)	Oct. 31, 2020 shares	Aug. 31, 2020 USD ($)	Dec. 28, 2020 USD ($) shares	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($)	Dec. 31, 2021 USD ($)	Aug. 31, 2020 USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Gain loss on convertible notes issued											$ 900
Convertible Debt [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of convertible notes issued					$ 8,900
Total preferred stock tranche liability									$ 0
Change in fair value of the preferred stock tranche liability									720
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements									(7,940)
Preferred Stock Tranche Liability [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of convertible notes issued			$ 33
Total forward contract \| shares								8,600,000
Total preferred stock tranche liability								$ 12,300	435	$ 0
Change in fair value of the preferred stock tranche liability						$ (4,968)	$ 2,900	$ 11,800		14,742
Weighted Fair Value Of Tranche Feature \| shares						0.012		0.312
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements										$ (15,210)
Embedded Derivative, Fair Value of Embedded Derivative Liability									$ 400
Preferred Stock Tranche Liability [Member] \| Tranche Three NoValue [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total forward contract \| shares								3,700,000
Preferred Stock Tranche Liability [Member] \| Public Scenario [Member] \| Scenario Weighing [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Embedded derivative liability, measurement input percentage								75.00%
Preferred Stock Tranche Liability [Member] \| Public Scenario [Member] \| Tranche Three NoValue [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total forward contract \| shares								4,300,000
Preferred Stock Tranche Liability [Member] \| Staying Private Scenario [Member] \| Scenario Weighing [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Embedded derivative liability, measurement input percentage								25.00%
Preferred Stock Tranche Liability [Member] \| Staying Private Scenario [Member] \| Tranche Three NoValue [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total forward contract \| shares								1,900,000
Series B Redeemable Convertible Preferred Stock [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument convertible number of shares issued \| shares				5,485,858
Series B Redeemable Convertible Preferred Stock [Member] \| Convertible Debt [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument amount due at the time of conversion		$ 8,100
Debt instrument convertible number of shares issued \| shares		5,485,858
Debt instrument fair value at the time of conversion		$ 8,700
Series B Redeemable Convertible Preferred Stock [Member] \| Preferred Stock Tranche Liability [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Recognition of liability in connection with issue of redeemable convertible preferred stock			$ 33
Series B Redeemable Convertible Preferred Stock [Member] \| Acheivement Of Milestone [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Temporary equity stock shares issued during the period shares \| shares	39,366,050
Redeemable Convertible Preferred Stock Series B [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Redeemable Convertible Preferred Stock Weighted Average Value	2.032%
Redeemable Convertible Preferred Stock Weighted Average Exercise Price	1.6427%
Redeemable Convertible Preferred Stock Series B [Member] \| Preferred Stock Tranche Liability [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Weighted Average Fair Value Of The Tranche Feature \| $ / shares	$ 0.3893
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements	$ 15,200

Fair Value Measurements- Summary of Changes in Fair Value of Level 3 Financial Instruments (Detail) - Fair Value, Inputs, Level 3 [Member] - Contingent Earnout Liability [Member] $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 0
Contingent earnout liability recognized upon the closing of the reverse recapitalization	(9,688)
Change in fair value included in other income (expense)	8,878
Ending Balance	$ (810)