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Dynamix Corporation reports that The Ether Reserve LLC has closed a previously announced private placement, issuing Company Class A units to JBerns inv EM1, LLC in exchange for a contribution of 150,000 ether under a Second Company Unit Subscription Agreement.
The Signing Ether Price for the transaction was determined to be $4,370.460 per ether, based on the volume‑weighted average price of ether in U.S. dollars from all Coinbase trades over a three‑day period ending September 2, 2025. This private placement is part of a broader set of proposed transactions tied to a planned business combination among Dynamix, The Ether Machine, Inc. and The Ether Reserve LLC, for which a Form S‑4 registration statement with a proxy statement/prospectus is expected to be filed.
Dynamix Corporation Unit disclosed governance and transaction controls associated with a business combination. The post-closing board will have five directors, with the Company Unit Investor entitled to nominate a Subscriber Director (committed to nominate Jeffrey Berns for the first two full calendar years). Pubco will maintain D&O insurance and provide indemnification and advancement of expenses to directors to the fullest extent permitted by law.
The agreements establish a Treasury Reserve Policy prioritizing cash, cash equivalents and short-term investments for working capital and designating ether as the ongoing primary treasury reserve asset subject to market conditions. Significant corporate actions require consent, including acquisitions or dispositions over $250,000,000, related-party transactions over $10,000,000, and incurrence of indebtedness resulting in a Debt-to-Asset Ratio above 30%. The Seller must vote to elect and not remove the Subscriber Director without the Company Unit Investor's consent. Several amendments and corporate changes also require investor consent as specified.
Dynamix Corporation reported that its Nasdaq ticker symbols will change on August 27, 2025, in connection with its planned business combination with The Ether Reserve LLC and The Ether Machine, Inc. After the change, the units, Class A shares and public warrants will trade under “ETHMU,” a new share symbol, and “ETHMW,” respectively.
The business combination remains subject to shareholder approval and other customary closing conditions and is expected to close in the fourth quarter of 2025. Dynamix and the new holding company plan to file a Form S-4 with a proxy statement/prospectus so shareholders can vote on the proposed transaction.
Dynamix Corporation disclosed that Driehaus Capital Management LLC beneficially owns 748,023 Class A ordinary shares, equal to 4.51% of the class. The filing states Driehaus holds shared voting and shared dispositive power over these shares and reports no sole voting or dispositive authority. The reporting entity is identified as an investment adviser and certifies the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. This submission is an amendment to a prior Schedule 13G.
Filing: Current Report on Form 8-K (Item 7.01) filed August 6, 2025 by Dynamix Corporation reporting subscription agreements and related disclosures.
Transaction mechanics: On July 21, 2025, Dynamix (SPAC), The Ether Machine, Inc. (Pubco) and The Ether Reserve LLC (Company) entered Company Unit Subscription Agreements to issue Company Class A Units.
Pricing and process: The Signing Ether Price was set at $3,719.027 as the 10-day VWAP of Ether on Coinbase ending August 1, 2025. SPAC and Pubco intend to file a Form S-4 registration statement containing a preliminary proxy statement/prospectus for the proposed business combination. The disclosure is furnished, not filed, and the Class A common stock and units to be issued are not registered under the Securities Act. Tickers: DYNXU, DYNX, DYNXW (Nasdaq). Signed by CEO Andrea Bernatova on August 6, 2025.