Dynamix Corp

Dynamix Corporation (the "Company") is a blank check company, also known as a Special Purpose Acquisition Company (SPAC), incorporated in the Cayman Islands on June 13, 2024 ¹. Its primary business objective is to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more operating businesses ². As of December 31, 2025, the Company had not commenced any operations and is considered a "shell company" under the Securities Exchange Act of 1934, with nominal assets consisting almost entirely of cash from its initial public offering (IPO) held in a trust account, primarily invested in US Treasury Bills ³. The Company generates non-operating income from interest on these cash and cash equivalents ⁴.

The Company's core business model is to identify and acquire an operating business within a specified timeframe, leveraging its management team's expertise and network. It generates revenue in the form of interest income on funds held in the trust account prior to a business combination ⁵. The primary customer segments are not applicable as the Company is a SPAC seeking an acquisition. The Company has identified a target for its business combination, The Ether Machine, Inc., a Delaware corporation ("Pubco"), with whom it entered into a Business Combination Agreement on July 21, 2025 ⁶.

The Company's activities for the period from inception (June 13, 2024) through December 31, 2025, have been limited to its formation, the IPO, and subsequently, identifying a target company and pursuing the completion of the proposed Business Combination ⁷. The Company will not generate any operating revenues until after the completion of its initial business combination ⁸.

For the fiscal year ended December 31, 2025, the Company reported a net loss of $13,223,196 ⁹. This loss was primarily driven by a change in fair value of warrant liabilities of $14,857,000 ¹⁰ and general and administrative expenses of $5,407,466 ¹¹. These expenses were partially offset by dividends earned on investments held in the trust account of $6,942,927 ¹², a change in fair value of over-allotment liability of $64,371 ¹³, and interest earned in the cash account of $33,972 ¹⁴. For the period from June 13, 2024 (inception) through December 31, 2024, the Company had a net loss of $135,571 ¹⁵, which included changes in fair value of warrant liabilities of $415,000 ¹⁶, general and administrative expenses of $375,613 ¹⁷, and transaction costs of $116,039 ¹⁸, offset by dividends earned on investments held in the trust account of $749,825 ¹⁹, a change in fair value of over-allotment liability of $12,792 ²⁰, and interest earned in the cash account of $8,464 ²¹.

Year-over-year, the net loss significantly increased from $135,571 ¹⁵ in the partial period of 2024 to $13,223,196 ⁹ in 2025, primarily due to a substantial increase in the change in fair value of warrant liabilities from $415,000 ¹⁶ to $14,857,000 ¹⁰ and higher general and administrative expenses, which rose from $375,613 ¹⁷ to $5,407,466 ¹¹. Dividends earned on investments in the trust account also increased from $749,825 ¹⁹ to $6,942,927 ¹². The Company's cash balance decreased from $1,543,566 ²² at December 31, 2024, to $223,698 ²³ at December 31, 2025. Investments held in the trust account increased from $167,164,825 ²⁴ to $173,392,824 ²⁵. Total liabilities increased from $9,144,979 ²⁶ to $27,347,951 ²⁷, driven by the increase in warrant liability from $2,158,000 ²⁸ to $17,015,000 ²⁹ and accounts payable and accrued expenses from $207,608 ³⁰ to $3,692,951 ³¹.

Significant operational developments during the period include the consummation of the IPO on November 22, 2024, raising gross proceeds of $166,000,000 ³² from the sale of 16,600,000 units ³³, and a private placement of 5,985,000 private placement warrants generating $5,985,000 ³⁴. A total of $166,415,000 ³⁵ from these proceeds was placed in a trust account. The Company entered into a Business Combination Agreement with The Ether Machine, Inc. on July 21, 2025 ⁶, and an LLC Unit Subscription Agreement on August 29, 2025, with JBerns inv EM1, LLC, for a contribution of 150,000 ether ³⁶. On September 16, 2025, Pubco confidentially submitted a draft registration statement on Form S-4 with the SEC ³⁷. The Company also entered into an advisory services agreement with Volta Tread LLC, an affiliate of its sponsor, on February 4, 2025, for management, consulting, and advisory services, with an annual fee and reimbursements not exceeding 10% of interest earned on trust account funds ³⁸. For the year ended December 31, 2025, $660,704 ³⁹ was paid to the service provider under this agreement.

The Company's primary outlook is centered on the successful consummation of its proposed Business Combination with The Ether Machine, Inc. ⁴⁰. If this proposed combination is not completed, the Company will continue to evaluate other potential target businesses, focusing on companies operating in the energy and power value chain, including E&P, midstream, oilfield services, power, and digital infrastructure ⁴¹. The management believes the oil and gas sector offers numerous free cash flow generative assets ⁴².

A key growth area identified is capitalizing on the surge in power demand driven by the integration of artificial intelligence (AI) across various industries ⁴³. The Company's management team, with extensive backgrounds and robust networks, believes it is uniquely positioned to identify and acquire high-potential assets that will benefit from this increasing need for power ⁴⁴. This dual approach of targeting both traditional energy and AI-related power opportunities is considered highly complementary, as the growing demand for AI necessitates reliable and increased power supply, underscoring the need for responsible natural gas production and transportation for efficient power generation ⁴⁵. The Company intends to strategically identify and acquire assets that support the burgeoning power needs of AI industries while ensuring sustainable and responsible energy practices, aiming for long-term growth and stability ⁴⁶.

The Company intends to focus its investment efforts broadly across the United States, as well as global markets including Canada, Mexico, Europe, and South America ⁴⁷. It seeks business combination opportunities with characteristics such as substantial opportunity for growth, a leadership position with defensible or disruptive niche technology, a track record of profitability with long-term sustainable cash flows, public company readiness with a proven management team and corporate governance, and a mid-cap initial enterprise value between $1.0 billion and $1.5 billion with readiness to grow ⁴⁸.

Operationally, the Company expects to continue incurring significant costs in pursuit of its acquisition plans ⁴⁹. The advisory services agreement with Volta Tread LLC, an affiliate of the sponsor, involves an annual fee payable monthly and reimbursement for certain costs and expenses, with the total not exceeding 10% of the interest earned on funds held in the trust account ⁵⁰. For the year ended December 31, 2025, $660,704 ³⁹ was paid under this agreement. The Company also has an agreement to pay $30,000 per month for office space, utilities, and secretarial and administrative support services until the consummation of a business combination or liquidation ⁵¹. Additionally, a Master Services Agreement with Avenue Z Inc. requires a payment of $15,000 a month for public relations programs and services ⁵².

Regarding capital allocation, the Company intends to use substantially all funds held in the trust account, including interest earned (net of taxes and excluding deferred underwriting fees), to complete its initial business combination ⁵³. Any remaining proceeds will be used as working capital to finance the operations of the target business, make other acquisitions, and pursue growth strategies ⁵⁴. The sponsor or its affiliates or certain officers and directors may loan funds to cover working capital deficiencies or transaction costs, with up to $1,500,000 ⁵⁵ of such loans convertible into private placement warrants at $1.00 per warrant ⁵⁶. The underwriters' deferred underwriting fee of $6,640,000 ⁵⁷ will become payable upon completion of the initial business combination from amounts remaining in the trust account after shareholder redemptions, though a letter agreement dated July 20, 2025, modified this to a one-time cash fee of $500,000 ⁵⁸ if the Pubco BC closing occurs, with the underwriters waiving rights to additional consideration and forfeiting 2,070,000 private placement warrants ⁵⁹.

The Company faces structural headwinds and execution risks, particularly the requirement to complete its initial business combination within the completion window, which is 24 months from the IPO closing (November 22, 2026) ⁶⁰. Failure to do so would result in the redemption of public shares and the expiration of warrants without value ⁶¹. The current working capital deficit of $3,396,701 ⁶² and expected significant future costs raise substantial doubt about the Company's ability to continue as a going concern ⁶³. Geopolitical factors, such as the Russia-Ukraine conflict and the Israel-Hamas conflict, are identified as potential adverse impacts on the search for a business combination, leading to market disruptions, volatility in commodity prices, credit and capital markets, supply chain interruptions, and increased cyber-attacks ⁶⁴. Adverse global economic conditions, including economic uncertainty, increased U.S. trade tariffs, and inflation, may also negatively impact the search for and consummation of an initial business combination ⁶⁵.

The Company faces material risks including its status as a blank check company with no operating history, creating uncertainty in evaluating its ability to achieve its business objective ⁶⁶. A significant risk is the potential inability to complete an initial business combination within the completion window of 24 months from the IPO closing (November 22, 2026) ⁶⁰, which would lead to the redemption of public shares at approximately $10.025 per share ⁶⁷ (or possibly less due to third-party claims ⁶⁸) and warrants expiring worthless ⁶⁹. The Company currently has a working capital deficit of $3,396,701 ⁶², raising substantial doubt about its ability to continue as a going concern ⁶³. Geopolitical instability from the Russia-Ukraine and Israel-Hamas conflicts poses risks of market disruptions, commodity price volatility, credit and capital market instability, supply chain interruptions, and increased cyber-attacks ⁶⁴. Adverse global economic conditions, including economic uncertainty, trade tariffs, and inflation, could also negatively impact the search for and consummation of a business combination ⁶⁵. Competition from other SPACs, private equity groups, and public companies for attractive target businesses may increase the cost of an acquisition or lead to an inability to find a suitable target ⁷⁰. The ability of public shareholders to redeem a large number of shares could make the Company's financial condition unattractive to potential targets, hindering the completion of a desirable business combination or optimizing its capital structure, and potentially leading to substantial dilution for non-redeeming shareholders ⁷¹. Changes in laws or regulations, particularly the SEC's SPAC Rules, may increase costs and time needed for a business combination and could lead to the Company being deemed an investment company, imposing burdensome compliance requirements or restricting activities ⁷². There is also a risk that the Company may be unable to obtain additional financing required to complete a business combination or fund the target business's operations and growth ⁷³. Conflicts of interest may arise due to the sponsor's and management team's pecuniary interests in completing a business combination, as their founder shares were purchased at a nominal price of approximately $0.004 per share ⁷⁴, potentially leading them to pursue riskier or less-established targets ⁷⁵.

Management's message to shareholders emphasizes the Company's formation as a blank check company on June 13, 2024, with the explicit purpose of effecting a business combination ⁷⁶. They highlight the ongoing pursuit of a proposed business combination with The Ether Machine, Inc., as evidenced by the Business Combination Agreement entered into on July 21, 2025, and subsequent filings ⁷⁷. A key strategic priority is to leverage the management team's extensive expertise and robust networks to identify and acquire high-potential assets, particularly in the energy and power value chain, including traditional energy and AI-related power opportunities, which they view as highly complementary due to the significant overlap and interdependence between these sectors ⁷⁸. Management also stresses the importance of identifying targets with substantial growth opportunities, leadership positions, a track record of profitability, public company readiness, strong management, and a mid-cap initial enterprise value between $1.0 billion and $1.5 billion ⁴⁸. They acknowledge the significant costs incurred and expected in pursuit of their acquisition plans and the uncertainty surrounding the successful completion of a business combination ⁴⁹. Management plans to address the going concern uncertainty through debt or equity financing and the completion of its proposed Business Combination ⁶³. They also note the payment of $660,704 ³⁹ to Volta Tread LLC for advisory services in 2025, an affiliate of the sponsor, with an annual fee and reimbursements capped at 10% of interest earned on trust account funds ⁵⁰.