Senti Biosciences Holdings, Inc. has released unaudited pro forma condensed consolidated financial information detailing the financial impact of its pending merger with ST NewCo Limited. The documents, filed as an exhibit to a Current Report on Form 8-K, present the company's historical results adjusted to reflect the merger and related transactions as if they had occurred on June 30, 2026. The filing provides a view of the company's financial position following the divestiture of its operating subsidiaries, Senti Holdings, Inc. and Senti Biosciences, Inc., to the new parent entity.
On July 14, 2026, Senti Biosciences Holdings entered into an Agreement and Plan of Merger with ST NewCo Limited, formerly known as Celadon Partners SPV 35 Limited, and several other entities including Senti Merger Sub, Inc. and Senti Holdings, Inc. Upon the merger's effective time, Senti Merger Sub will merge with Senti Holdings, allowing Senti Holdings to survive as a wholly owned subsidiary of ST NewCo. This transaction results in Senti Biosciences Holdings divesting its entire ownership interest in both Senti Holdings and Senti Biosciences, Inc., which is referred to as Opco. The pro forma financial statements illustrate the balance sheet and operations of Senti Biosciences Holdings after these divestitures are complete.
The pro forma balance sheet as of June 30, 2026, shows a significant reduction in the company's assets and liabilities following the divestiture. Historical total assets are adjusted down in the pro forma view. This decrease is primarily driven by the removal of assets such as property and equipment, operating lease right-of-use assets, and related-party receivables from GeneFab. Similarly, total liabilities drop in the pro forma view. The company's stockholders' deficit improves from a historical negative position to a pro forma positive equity position, aided by adjustments to additional paid-in capital and accumulated deficit.
The pro forma statement of operations for the six months ended June 30, 2026, reflects a narrowed loss after the divestiture. The historical net loss for the period is adjusted in the pro forma results. This change is largely due to the exclusion of substantial research and development expenses and general and administrative costs that will remain with the divested operating entities. The company also excludes related-party collaboration revenue and sublease income from its pro forma operations.
In connection with the merger closing, Senti Biosciences Holdings entered into an Asset Assignment and Assumption Agreement with Opco and Midco. Under this agreement, Opco licensed or assigned to the company all intellectual property and contracts necessary to advance its Rett Syndrome and TIL programs post-merger. Additionally, the company signed a Master Consulting Agreement with Opco, which provides for transitional corporate, administrative, financial, information technology, and operational support services. The pro forma figures are prepared in accordance with Article 11 of Regulation S-X and are intended for informational purposes only. They do not purport to indicate results that would have been obtained had the transactions actually been completed on the assumed dates.