Senti Biosciences Holdings, Inc. announced the completion of a merger with ST NewCo Limited (formerly Celadon Partners SPV 35 Limited) on October 21, 2026. The transaction, structured as a merger of Senti Merger Sub, Inc. into Senti Holdings, Inc. (Midco), resulted in Midco surviving as a wholly-owned subsidiary of ST NewCo Limited (Parent).
Following the close of the merger, Senti’s equity holders will receive contractual contingent value rights (CVRs). These CVRs entitle holders to potential cash payments based on the achievement of specific milestones related to a product called SENTI-202, a Logic Gated off-the-shelf CAR-NK cell therapy. The total potential payout under the CVR Agreement is capped at $60.0 million, distributed as follows:
- $10.0 million: Upon the filing and acceptance by the U.S. Food and Drug Administration (FDA) of a biologics license application (BLA) for SENTI-202.
- $20.0 million: Upon receipt of FDA approval for the BLA.
- $30.0 million: Upon cumulative worldwide net sales of the product exceeding $200.0 million during the period starting from the first commercial sale through the seventh anniversary of the closing date.
The CVRs are non-transferable and do not carry voting or dividend rights. Holders of outstanding stock options, restricted stock units (RSUs), and warrants as of the record date are also entitled to receive CVRs based on the number of shares they would have received upon exercise or settlement.
In connection with the deal, Senti entered into an Asset Assignment and Assumption Agreement with Senti Biosciences, Inc. (Opco). This agreement transferred intellectual property and contracts related to the company’s Rett Syndrome and TIL programs to Senti. Additionally, the company signed a Master Consulting Agreement with Opco to provide transitional corporate and research support services for an initial term of 12 months.
Separately, on the closing date, Senti issued 7,309,941 shares of common stock to an affiliate of Celadon Partners SPV 24 Limited at a price of $0.342 per share, raising approximately $2.5 million. The company also entered into a registration rights agreement with this investor to facilitate the resale of these shares.
