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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):
August 6, 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. |
As previously announced, on July 21, 2025, Dynamix
Corporation (“SPAC”), The Ether Machine, Inc., a Delaware corporation (“Pubco”), and The Ether Reserve
LLC, a Delaware limited liability company (the “Company”) entered into subscription agreements (collectively, the “Company
Unit Subscription Agreements”) with certain investors pursuant to which such investors agreed to purchase, and the Company agreed
to issue and sell Company Class A Units.
The Signing Ether Price under the Company Unit Subscription Agreements,
which is the volume-weighted average price of Ether denominated in USD as calculated from all executed trades on Coinbase Global, Inc.
over the ten-day period ending at 5:00 p.m. New York City time on August 1, 2025, has been determined to be $3,719.027.
The information in this Item 7.01 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.
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 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 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.
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 6, 2025 |
By: |
/s/ Andrea Bernatova |
| |
|
Name: Andrea Bernatova |
| |
|
Title: Chief Executive Officer |
