false
0002028699
0002028699
2025-08-04
2025-08-04
0002028699
DYNX:UnitsEachConsistingOfOneClassOrdinaryShareAndOnehalfOfOneRedeemableWarrantMember
2025-08-04
2025-08-04
0002028699
DYNX:ClassOrdinarySharesParValue0.0001PerShareMember
2025-08-04
2025-08-04
0002028699
DYNX:RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember
2025-08-04
2025-08-04
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
August 4, 2025
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 |
|
DYNXU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
DYNX |
|
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 |
|
DYNXW |
|
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 7.01. Regulation FD Disclosure.
On August 4, 2025, Dynamix Corporation (the “SPAC”)
and The Ether Machine, Inc. (“Pubco”), issued a press release announcing the purchase by The Ether Reserve LLC (the
“Company”) of Ether using a portion of the cash proceeds from its previously announced private placement. A copy of
the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01, including Exhibit
99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated
by reference into the filings of SPAC under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange
Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission
as to the materiality of any of the information in this Item 7.01, including Exhibit 99.1.
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 a proposed business combination (the “Business Combination”) and the other transactions contemplated
by the Business Combination Agreement and/or described in this Current Report on Form 8-K (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 Current Report on Form 8-K 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.
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 CURRENT REPORT
ON FORM 8-K. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The Class A common stock,
par value $0.01 per share, of Pubco (the “Pubco Class A Stock”) to be issued by Pubco and the class A units issued
and to be issued by 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 Current Report on
Form 8-K 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 Current Report on Form 8-K 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.
These are subject to various risks and uncertainties, including regulatory
review, Ethereum protocol developments, market dynamics, 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 ordinary 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 Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are
being furnished herewith:
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated August 4, 2025. |
| 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: August 4, 2025 |
By: |
/s/ Andrea Bernatova |
| |
|
Name: |
Andrea Bernatova |
| |
|
Title: |
Chief Executive Officer |
