Ether-linked SPAC deal: Dynamix (DYNX) outlines risks and plans for Pubco
Rhea-AI Filing Summary
Dynamix Corporation, a special purpose acquisition company, is moving forward with its previously announced plan to combine with The Ether Machine, Inc. and related entities in a multi-step Business Combination. The companies plan to file a Form S-4 registration statement that will include a proxy statement for Dynamix shareholders and a prospectus for the new public company. Shareholders will later receive definitive materials and be asked to vote on the Business Combination and related proposals at an extraordinary general meeting.
The communication emphasizes that it is not an offer of securities or a solicitation of proxies and that the Pubco Class A stock and related units tied to the transaction are not yet registered under U.S. securities laws. It also contains extensive forward-looking statements about the expected benefits of the deal, Pubco’s Ether-focused strategy, potential listing of Pubco shares, and multiple risks, including regulatory uncertainty, high volatility and legal/tax risks around Ether, possible high redemptions by SPAC shareholders, and the possibility the deal may not close.
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Insights
Dynamix advances an Ether-linked de-SPAC, outlining benefits and significant crypto-related risks.
This communication describes Dynamix Corporation’s planned Business Combination with The Ether Machine, Inc. and affiliated entities, creating a new public holding company (“Pubco”). The deal will be voted on by Dynamix shareholders after a Form S-4 with a proxy statement/prospectus is filed and declared effective, and definitive materials are mailed. The message reiterates that this is part of a broader set of “Proposed Transactions,” including private placement investments.
The strategy centers on Ether, highlighting expectations that Pubco will use capital from the Business Combination for staking and other Ether-related operations, and positioning Ether as a productive digital asset and potential treasury asset. The text stresses upside potential and investor opportunities but balances this with detailed risk disclosures tied to Ether price volatility, regulatory and tax uncertainty, and challenges executing Ether-related financial and advisory services.
Key risks also include the chance the Business Combination is not completed, failure to obtain shareholder approval, potential high redemptions reducing liquidity of SPAC or Pubco shares, and the possibility Pubco may have trouble obtaining or maintaining a stock exchange listing. Because no valuation, deal size, or financial projections are provided here, the ultimate impact on existing shareholders will depend on terms and redemptions disclosed later in the
Filed by Dynamix Corporation
pursuant to Rule 425 under the Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Dynamix Corporation
Commission File No.: 001-42414
As previously disclosed, on July 21, 2025, Dynamix Corporation (“SPAC”) and The Ether Machine, Inc., a Delaware corporation (“Pubco”) entered into a Business Combination Agreement, dated as of July 21, 2025, with ETH SPAC Merger Sub Ltd., a Cayman Islands exempted company, The Ether Reserve LLC, a Delaware limited liability company (the “Company”), Ethos Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of SPAC (“SPAC Subsidiary A”), Ethos Sub 2, Inc., a Delaware corporation and a wholly owned subsidiary of SPAC Subsidiary A (“SPAC Subsidiary B”), Ethos Sub 3, Inc., a Delaware corporation and a wholly owned subsidiary of SPAC Subsidiary B, and ETH Partners LLC, a Delaware limited liability company.
The following communications were posted by Andrejka Bernatova, Chief Executive Office of SPAC, on her X and LinkedIn accounts on January 26, 2026:
The above-mentioned communications include a clip to a discussion with Andrejka Bernatova, Chief Executive Officer of SPAC, with Shiv Narayanan of Private Equity Value Creation Podcast on December 10, 2025, which was previously filed. The link to the full podcast is listed here: https://www.howtosaas.com/episode-105-andrejka-bernatova-dynamix
Additional Information and Where to Find It
SPAC and Pubco intend to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (the “Registration Statement”), which will include a preliminary proxy statement of SPAC and a prospectus of Pubco (the “Proxy Statement/Prospectus”) in connection with the proposed business combination (the “Business Combination”) and the other transactions contemplated by the Business Combination Agreement and/or described in this communication (together with the Business Combination and the private placement investments, the “Proposed Transactions”). The definitive proxy statement and other relevant documents will be mailed to shareholders of SPAC as of a record date to be established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. SPAC and/or Pubco will also file other documents regarding the Proposed Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Proposed Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF SPAC AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH SPAC’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT SPAC, THE COMPANY, PUBCO AND THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by SPAC and Pubco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Dynamix Corp, 1980 Post Oak Blvd., Suite 100, PMB 6373, Houston, TX 77056; e-mail: info@regen.io, or to: The Ether Machine, Inc., 2093 Philadelphia Pike #2640, Claymont, DE 19703, e-mail: dm@etherreserve.com.
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NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The Pubco Class A Stock to be issued by Pubco and the class A units issued and to be issued by the Company, in each case, in connection with the Proposed Transactions, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
Participants in the Solicitation
SPAC, Pubco, the Company and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies from SPAC’s shareholders in connection with the Business Combination. A list of the names of such directors and executive officers, and information regarding their interests in the Business Combination and their ownership of SPAC’s securities are, or will be, contained in SPAC’s filings with the SEC. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of SPAC’s shareholders in connection with the Business Combination, including the names and interests of the Company and Pubco’s directors and executive officers, will be set forth in the Proxy Statement/Prospectus, which is expected to be filed by SPAC and Pubco with the SEC. Investors and security holders may obtain free copies of these documents as described above.
No Offer or Solicitation
This communication is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of SPAC, the Company or Pubco, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking Statements
This communication contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Proposed Transactions and the parties thereto, including expectations, hopes, beliefs, intentions, plans, prospects, results or strategies regarding Pubco, the Company, SPAC and the Proposed Transactions and statements regarding the anticipated benefits and timing of completion of the Proposed Transactions, business plans and investment strategies of Pubco, the Company and SPAC, expected use of the cash proceeds of the Proposed Transactions, the Company’s ability to stake and leverage capital markets and other staking operations and participation in restaking, the amount of capital expected to be received in the Proposed Transactions, the assets held by Pubco, Ether’s position as the most productive digital asset, plans to increase yield to investors, any expected growth or opportunities associated with Ether, Pubco’s listing on an applicable securities exchange and the timing of such listing, expectations of Ether to perform as a superior treasury asset, the upside potential and opportunity for investors resulting from any Proposed Transactions, any proposed transaction structures and offering terms and the Company’s and Pubco’s plans for Ether adoption, value creation, investor benefits and strategic advantages. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.
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These are subject to various risks and uncertainties, including regulatory review, Ethereum protocol developments, market Dynamix, the risk that the Proposed Transactions may not be completed in a timely manner or at all, failure for any condition to closing of the Business Combination to be met, the risk that the Business Combination may not be completed by SPAC’s business combination deadline, the failure by the parties to satisfy the conditions to the consummation of the Business Combination, including the approval of SPAC’s shareholders, or the private placement investments, costs related to the Proposed Transactions and as a result of becoming a public company, failure to realize the anticipated benefits of the Proposed Transactions, the level of redemptions of SPAC’s public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Class A shares of SPAC or the shares of Pubco Class A Stock, the lack of a third-party fairness opinion in determining whether or not to pursue the Business Combination, the failure of Pubco to obtain or maintain the listing of its securities any stock exchange on which Pubco Class A Stock will be listed after closing of the Business Combination, changes in business, market, financial, political and regulatory conditions, risks relating to Pubco’s anticipated operations and business, including the highly volatile nature of the price of Ether, the risk that Pubco’s stock price will be highly correlated to the price of Ether and the price of Ether may decrease between the signing of the definitive documents for the Proposed Transactions and the closing of the Proposed Transactions or at any time after the closing of the Proposed Transactions, risks related to increased competition in the industries in which Pubco will operate, risks relating to significant legal, commercial, regulatory and technical uncertainty regarding Ether, risks relating to the treatment of crypto assets for U.S. and foreign tax purposes, challenges in implementing its business plan including Ether-related financial and advisory services, due to operational challenges, significant competition and regulation, being considered to be a “shell company” by any stock exchange on which the Pubco Class A Stock will be listed or by the SEC, which may impact the ability to list Pubco’s Class A Stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities, the outcome of any potential legal proceedings that may be instituted against the Company, SPAC, Pubco or others following announcement of the Business Combination and those risk factors discussed in documents of the Company, Pubco, or SPAC filed, or to be filed, with the SEC.
The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the final prospectus of SPAC dated as of November 20, 2024 and filed by SPAC with the SEC on November 21, 2024, SPAC’s Quarterly Reports on Form 10-Q, SPAC’s Annual Report on Form 10-K filed with the SEC on March 20, 2025 and the registration statement on Form S-4 and proxy statement/prospectus that will be filed by Pubco and SPAC, and other documents filed by SPAC and Pubco from time to time with the SEC, as well as the list of risk factors included herein. These filings do or will identify and address other important risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. Additional risks and uncertainties not currently known or that are currently deemed immaterial may also cause actual results to differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation and do not intend to update or revise these forward-looking statements, each of which are made only as of the date of this communication.
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FAQ
What transaction is Dynamix Corporation (DYNX) pursuing with The Ether Machine, Inc.?
Dynamix Corporation is pursuing a Business Combination with The Ether Machine, Inc. and related entities that would create a new public company (“Pubco”). The deal is structured through a Business Combination Agreement involving several subsidiaries and LLCs and is part of a broader set of Proposed Transactions, including private placement investments.
What SEC filings will be used for the Dynamix (DYNX) and Ether Machine Business Combination?
The parties plan to file a Registration Statement on Form S-4, which will contain a preliminary and then definitive proxy statement/prospectus. Dynamix shareholders will receive the definitive proxy statement/prospectus and be asked to vote on the Business Combination and related matters at an extraordinary general meeting.
How can Dynamix (DYNX) shareholders obtain the proxy materials for the proposed Business Combination?
Once available, shareholders can obtain the Registration Statement and proxy statement/prospectus for free on the SEC’s website at www.sec.gov or by requesting copies from Dynamix at its Houston address or info@regen.io, or from The Ether Machine, Inc. at its Delaware address or dm@etherreserve.com.
Is this Dynamix (DYNX) communication an offer to sell securities or a proxy solicitation?
No. The communication explicitly states it is not a proxy statement or a solicitation of a proxy, consent or authorization, and it does not constitute an offer to sell or exchange securities. Any offer of securities will only be made by a prospectus meeting the requirements of the Securities Act or an applicable exemption.
What are the key risks highlighted for the Dynamix and Ether Machine proposed Business Combination?
The text lists numerous risks, including that the Proposed Transactions may not be completed, failure to meet closing conditions or obtain Dynamix shareholder approval, potential high shareholder redemptions reducing liquidity, potential inability for Pubco to obtain or maintain a stock exchange listing, and extensive Ether-related risks such as price volatility, regulatory and tax uncertainty, and legal and technical risks around crypto assets.
How is Ether expected to factor into the combined company’s strategy after the Dynamix (DYNX) deal?
The communication states expectations that Pubco and the Company will engage in staking and other Ether-related operations, participate in restaking, and focus on Ether as a potentially productive digital asset and treasury asset. It also notes plans to increase yield to investors and pursue Ether adoption and value creation, while emphasizing that these are forward-looking statements subject to significant risks.
