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Dynamix Corporation (DYNX) filed a Rule 425 communication about its proposed business combination with The Ether Machine, Inc. The parties signed a Business Combination Agreement on July 21, 2025, and plan to file a Form S-4 that will include a proxy statement/prospectus for a shareholder vote on the transaction and related private placement investments.
The notice emphasizes that no securities are being offered by this communication and that Pubco’s Class A Stock to be issued in the transaction has not been registered under the Securities Act. It highlights standard cautions: regulatory approvals, satisfaction of closing conditions, potential high redemptions affecting float and liquidity, possible listing risks, and the highly volatile price of Ether, which could influence Pubco’s stock performance. It also notes there is no third‑party fairness opinion and directs investors to read the forthcoming S-4/proxy materials once available.
Dynamix Corporation filed a Rule 425 communication about its proposed business combination with The Ether Machine, advancing a plan to take an Ethereum-focused crypto treasury and staking platform public. The filing notes a forthcoming Form S-4 with a joint proxy/prospectus, after which shareholders will vote on the deal.
In interview excerpts included here, leadership highlights a pure-play ETH strategy centered on treasury accumulation, staking and restaking. The materials state that Andrew Keys, The Ether Machine’s co-founder and chairman, is contributing 150,000 ether, and that an additional investor, Jeff Burns, contributed 150,000 ether. Management also indicates an aim to close in the fourth quarter, subject to customary approvals and conditions.
Dynamix Corporation (DYNX) filed a Rule 425 communication regarding its previously announced Business Combination Agreement, dated July 21, 2025, with The Ether Machine, Inc. and related affiliates. The parties plan to file a Form S-4 that will include a proxy statement/prospectus for SPAC shareholders to vote on the proposed transactions.
The notice emphasizes that no securities are being offered by this communication and that Pubco Class A Stock and Company units tied to the deal have not been registered under the Securities Act. It reiterates regulatory disclaimers and that any sales would occur only via a compliant prospectus or exemption.
The forward-looking statements section highlights key risks, including closing conditions, shareholder approval, potential high redemptions, listing uncertainties, and the volatile nature of Ether, noting Pubco’s stock price could be highly correlated to Ether. Investors are directed to read the forthcoming S-4/proxy materials when available on the SEC’s website.
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