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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 29, 2026
Dynamix Corporation
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-42414 |
|
00-0000000 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification Number) |
1980 Post Oak Blvd., Suite 100
PMB 6373
Houston, TX, 77056
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (646) 792 5600
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
each class is registered |
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
DYNCU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
DYNC |
|
The Nasdaq Stock Market LLC |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, at an exercise price of $11.50 per share |
|
DYNCW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
On October 29, 2026, Dynamix
Corporation (the “Company”) issued a press release announcing that it will redeem all of its outstanding Class A ordinary
shares, par value $0.0001 (the “Public Shares”), effective as of October 30, 2026, at an estimated per-share redemption price of approximately
$10.71 (the “Redemption Amount”), because the Company is unable to complete an initial business combination by the deadline
under its Amended and Restated Memorandum and Articles of Association. As of the close of business on October 30, 2026, the Public Shares
will be deemed cancelled and will represent only the right to receive the Redemption Amount.
The Company’s sponsor,
officers and directors have previously agreed to waive their rights to liquidating distributions from the Trust Account with respect to
their Class B ordinary shares, par value $0.0001 per share, of the Company. There will be no redemption rights or liquidating distributions
with respect to the Company’s warrants, which will expire worthless.
A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated October 29, 2023. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
DYNAMIX CORPORATION |
| |
|
|
| Date: October 29, 2026 |
By: |
/s/ Nader Daylami |
| |
|
Name: Nader Daylami |
| |
|
Title: Chief Financial Officer |
Exhibit 99.1
Dynamix Corporation Announces Its Intention
to Liquidate
Houston, TX, October 29, 2026 – Dynamix Corporation (NASDAQ:
DYNC) (the “Company”), a publicly traded special purpose acquisition company, today announced that its board of directors
(the “Board”) has determined to redeem all of its outstanding Class A ordinary shares, par value $0.0001 per share, sold in
its initial public offering (the “public shares”) because the Company is unable to complete an initial business combination
by the deadline under its Amended and Restated Memorandum and Articles of Association.
Accordingly, the Company will (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, subject to lawfully available
funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
Company’s trust account including interest earned (which interest shall be net of amounts withdrawn to fund our working capital
requirements, subject to an annual limit of 10% of the interest earned on the trust account, and to pay our taxes (“permitted withdrawals”)
and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption
will completely extinguish the holders’ rights as shareholders (including the right to receive further liquidating distributions,
if any), subject to applicable law (the “Redemption”), and (iii) as promptly as reasonably possible following the Redemption,
subject to the approval of the Company’s remaining shareholders and the Board, dissolve and liquidate, subject in each case to the
Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.
The Company’s sponsor, officers and directors have previously
agreed to waive their rights to liquidating distributions from the trust account with respect to their Class B ordinary shares, par value
$0.0001 per share, of the Company.
In order to provide for the disbursement of funds from its trust account,
the Company has instructed Odyssey Transfer and Trust Company, as its trustee, to take all necessary actions to effect the Redemption.
The proceeds thereof, less $100,000 of interest to pay dissolution expenses and net of permitted withdrawals, will be held in a trust
operating account while awaiting disbursement to the holders of the public shares. The Company expects to redeem all of the outstanding
public shares for an estimated redemption price of approximately $10.71 per share (the
“Redemption Amount”). All other costs and expenses associated with implementing the dissolution will be funded from proceeds
held outside of the trust account. Record holders of public shares will not need to take any action in order to receive their pro rata
portion of the proceeds of the trust account, which will be paid to them by check mailed by Odyssey Transfer and Trust Company, the Company’s
transfer agent. Beneficial owners of public shares held in “street name” will also not need to take any action in order to
receive the Redemption Amount.
The last day that the Company’s securities will trade on The
Nasdaq Stock Market LLC (“Nasdaq”) will be October 29, 2026. Effective as of the close of business on October 30, 2026, the
public shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.
The Company expects that Nasdaq will file a Form 25 with the United
States Securities and Exchange Commission (the “Commission”) to delist its securities. The Company thereafter intends to file
a Form 15 with the Commission to suspend its reporting obligations under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”).
Forward-Looking Statements
This press release, and oral statements made from time to time by
representatives of the Company, may include “forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Exchange Act. All statements other than statements of historical fact included in this
press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “should,”
“would” and similar expressions, as they relate to the Company or its management team, identify forward-looking statements.
Such forward-looking statements are based on the beliefs of the Company’s management, as well as assumptions made by, and information
currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking
statements as a result of certain factors detailed in the Company’s filings with the Commission. All subsequent written or oral
forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph.
Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set
forth in the Risk Factors section of the Company’s most recent annual report on Form 10-K and any subsequently filed quarterly
reports on Form 10-Q, each filed with the Commission. The Company undertakes no obligation to update these statements for revisions or
changes after the date of this release, except as required by law.