Dynamix Corp III received a Schedule 13G reporting a significant ownership position. DynamixCore Holdings III, LLC and its managing member Andrea Bernatova report beneficial ownership of 6,708,333 Class A ordinary shares, representing 24.9% of the Class A shares as of December 31, 2025.
These shares are acquirable upon conversion of 6,708,333 Class B ordinary shares that will automatically convert into Class A ordinary shares at the time of the company’s initial business combination on a one-for-one basis, subject to customary adjustments. The filing notes an additional 4,262,500 private placement warrants held by the sponsor, each exercisable for one Class A ordinary share at $11.50 per share, which are excluded from the reported beneficial ownership.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Dynamix Corp III
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G2949T109
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G2949T109
1
Names of Reporting Persons
DynamixCore Holdings III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,708,333.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,708,333.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,708,333.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
24.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) Consists of 6,708,333 Class A ordinary shares, par value $0.0001 per share ("Class A ordinary shares"), of Dynamix Corporation III (the "Issuer") acquirable upon conversion of 6,708,333 Class B ordinary shares, par value $0.0001 per share ("Class B ordinary shares"), of the Issuer.
(2) Excludes 4,262,500 Class A ordinary shares issuable upon the exercise of 4,262,500 private placement warrants of the Issuer owned by Sponsor. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, and becomes exercisable beginning 30 days after the completion of the Issuer's initial business combination and expires five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.
SCHEDULE 13G
CUSIP No.
G2949T109
1
Names of Reporting Persons
Andrea Bernatova
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,708,333.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,708,333.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,708,333.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
24.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) Consists of 6,708,333 Class A ordinary shares acquirable upon conversion of 6,708,333 Class B ordinary shares owned directly by Sponsor. A. Bernatova ("Ms. Bernatova") is a managing member of Sponsor and, accordingly, may be deemed to have beneficial ownership of the Class A ordinary shares owned directly by Sponsor. Ms. Bernatova disclaims beneficial ownership of such securities except to the extent of her pecuniary interest therein.
(2) Excludes 4,262,500 Class A ordinary shares issuable upon the exercise of 4,262,500 private placement warrants of the Issuer owned by the Sponsor. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, and becomes exercisable beginning 30 days after the completion of the Issuer's initial business combination and expires five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Dynamix Corp III
(b)
Address of issuer's principal executive offices:
1980 Post Oak Blvd., Suite 100 PMB 6373 Houston, TX, 770561
Item 2.
(a)
Name of person filing:
The information required by this Item is set forth in Item 2(b) below and incorporated by reference herein. This statement is being filed pursuant to a Joint Filing Agreement attached hereto as Exhibit 1 by (i) the Sponsor and (ii) Ms. Bernatova, the managing member of Sponsor, (collectively, the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
Name of Person Filing
DynamixCore Holdings, LLC
Andrea Bernatova
Principal Business Office Address
1980 Post Oak Blvd., Suite 100
PMB 6373
Houston, TX, 770561
1980 Post Oak Blvd., Suite 100
PMB 6373
Houston, TX, 770561
Place of Organization
Delaware limited liability company
United States citizen
(c)
Citizenship:
The information required by this Item with respect to each Reporting Person is set forth in Item 2(b) above.
(d)
Title of class of securities:
Class A ordinary shares, par value $0.0001 per share
(e)
CUSIP No.:
G2949T109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The following information is provided as of December 31, 2025.
Sponsor has shared voting and shared dispositive power with respect to 6,708,333 Class A ordinary shares, acquirable by Sponsor upon conversion of 6,708,333 Class B ordinary shares held directly by Sponsor. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, and subject to further adjustment. Ms. Bernatova has shared voting and shared dispositive power with respect to 6,708,333 Class A ordinary shares acquirable by Sponsor upon conversion of 6,708,333 Class B ordinary shares of the Issuer held directly by Sponsor.
The following sets forth the beneficial ownership of the Class A ordinary shares by each of the Reporting Persons as of December 31, 2025:
(i) Sponsor is the beneficial owner of 6,708,333 Class A ordinary shares; and
(ii) Ms. Bernatova is the beneficial owner of 6,708,333 Class A ordinary shares.
(b)
Percent of class:
(i) 24.9% for Sponsor; and
(ii) 24.9% for Ms. Bernatova.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0 Class A ordinary shares for Sponsor; and
0 Class A ordinary shares for Ms. Bernatova.
(ii) Shared power to vote or to direct the vote:
6,708,333 Class A ordinary shares for Sponsor; and
6,708,333 Class A ordinary shares for Ms. Bernatova.
(iii) Sole power to dispose or to direct the disposition of:
0 Class A ordinary shares for Sponsor; and
0 Class A ordinary shares for Ms. Bernatova.
(iv) Shared power to dispose or to direct the disposition of:
6,708,333 Class A ordinary shares for Sponsor; and
6,708,333 Class A ordinary shares for Ms. Bernatova.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What does Dynamix Corp III (DNMX) disclose in this Schedule 13G filing?
The filing discloses that DynamixCore Holdings III, LLC and managing member Andrea Bernatova beneficially own 6,708,333 Class A ordinary shares of Dynamix Corp III, representing 24.9% of the class as of December 31, 2025, giving them significant influence over voting and disposition decisions.
Who are the reporting persons in the Dynamix Corp III (DNMX) Schedule 13G?
The reporting persons are DynamixCore Holdings III, LLC, referred to as the sponsor, and its managing member, Andrea Bernatova. Both are deemed beneficial owners of 6,708,333 Class A ordinary shares, with shared voting and shared dispositive power over those shares as described in the ownership section.
How many Dynamix Corp III (DNMX) shares are reported and what percentage of the class is held?
The Schedule 13G reports beneficial ownership of 6,708,333 Class A ordinary shares of Dynamix Corp III. This stake represents 24.9% of the outstanding Class A ordinary shares, indicating that the sponsor and Andrea Bernatova collectively hold just under one-quarter of that share class.
How are the reported Dynamix Corp III (DNMX) shares held and when do they convert?
The 6,708,333 reported Class A ordinary shares are acquirable upon conversion of 6,708,333 Class B ordinary shares held by the sponsor. These Class B shares automatically convert into Class A shares at the time of Dynamix Corp III’s initial business combination on a one-for-one basis, subject to adjustments.
What warrants related to Dynamix Corp III (DNMX) are mentioned in the Schedule 13G?
The filing notes 4,262,500 private placement warrants of Dynamix Corp III owned by the sponsor. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, starting 30 days after the initial business combination, and expiring five years after that combination or earlier upon redemption or liquidation.
What voting and dispositive powers do the Dynamix Corp III (DNMX) reporting persons have?
Both the sponsor and Andrea Bernatova report zero sole voting and dispositive power, but shared voting and shared dispositive power over 6,708,333 Class A ordinary shares. This means decisions regarding these shares are made collectively, reflecting their joint beneficial ownership structure as outlined in the filing.
