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 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, with all activities focused on its formation, initial public offering (IPO), and identifying a target for a business combination ³. The Company will not generate operating revenues until after the completion of its initial business combination, but it does generate non-operating income from interest on cash and cash equivalents held in a trust account ⁴. The Company is classified as a "shell company" under the Securities Exchange Act of 1934 due to its lack of operations and nominal assets, consisting almost entirely of cash from its IPO held in the trust account and invested mainly in US Treasury Bills ⁵.

The Company's core business model is to identify and acquire an operating business. Revenue generation is currently limited to non-operating interest income from its trust account ⁶. The primary customer segments are not applicable as the Company is a SPAC seeking an acquisition. The Company's strategy involves leveraging its management team's extensive expertise and networks in the energy and power value chain, including E&P, midstream, oilfield services, power, and digital infrastructure ⁷. They also aim to capitalize on the surge in power demand driven by the integration of artificial intelligence (AI) across various industries, viewing traditional energy and AI-related power opportunities as highly complementary ⁸.

For the 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. The weighted average redeemable Class A ordinary shares outstanding for the year ended December 31, 2025, were 16,600,000 ¹⁶, resulting in a basic and diluted net loss per share of $0.60 ¹⁷. As of December 31, 2025, the Company had cash of $223,698 ¹⁸ in its operating bank account and investments held in the trust account totaling $173,392,824 ¹⁹. The Company also reported a working capital deficit of $3,396,701 ²⁰ as of December 31, 2025. Total liabilities were $27,347,951 ²¹, including warrant liability of $17,015,000 ²² and a deferred underwriting fee of $6,640,000 ²³.

Year-over-year comparisons show a significant increase in net loss, from $135,571 ¹⁵ in the period from inception through December 31, 2024, to $13,223,196 ⁹ for the year ended December 31, 2025. This was largely due to the substantial increase in the change in fair value of warrant liabilities, which grew from $415,000 ²⁴ in the prior period to $14,857,000 ¹⁰ in 2025. General and administrative expenses also increased from $375,613 ²⁵ to $5,407,466 ¹¹. Conversely, dividends earned on investments held in the trust account increased from $749,825 ²⁶ to $6,942,927 ¹². Cash held outside the trust account decreased from $1,543,566 ²⁷ at December 31, 2024, to $223,698 ¹⁸ at December 31, 2025.

During the reported period, Dynamix Corporation entered into a Business Combination Agreement with The Ether Machine, Inc. ("Pubco") on July 21, 2025 ²⁸. This agreement outlines the terms for the proposed business combination. Additionally, on August 29, 2025, the Company, Pubco, and The Ether Reserve LLC entered into an LLC Unit Subscription Agreement with JBerns inv EM1, LLC, where the LLC Unit Investor agreed to purchase Subscribed Units for a contribution of 150,000 ether ²⁹. The closing of this subscription occurred on September 8, 2025 ³⁰. On September 16, 2025, Pubco confidentially submitted a draft registration statement on Form S-4 with the SEC in connection with the Business Combination Agreement ³¹. 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 related to the initial business combination ³². For the year ended December 31, 2025, the Company paid Volta Tread LLC $660,704 ³³ under this agreement.

Dynamix Corporation's primary objective for the upcoming period is to complete its initial business combination, specifically the proposed Business Combination with The Ether Machine, Inc. ³⁴. If this proposed combination is not consummated, 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 ³⁵. The Company aims to identify and acquire high-potential assets that will benefit from the strong surge in power demand driven by the integration of artificial intelligence (AI) across various industries ³⁶. The management team believes their extensive backgrounds and robust networks uniquely position them to capitalize on this emerging opportunity, viewing the targeting of both traditional energy and AI-related power opportunities as highly complementary due to significant overlap and interdependence ³⁷.

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 ³⁸. Key characteristics for target businesses include substantial opportunity for growth, a leadership position with defensible niches or differentiated technology, a track record of profitability with long-term sustainable cash flows, public company readiness, and a strong and qualified management team ³⁹. The Company is targeting a mid-cap initial enterprise value of $1.0 billion to $1.5 billion ⁴⁰ for potential acquisitions.

Regarding its operational outlook, the Company expects to continue incurring significant costs in pursuit of its acquisition plans ⁴¹. The Company's liquidity needs are currently supported by the proceeds from its IPO and private placement warrants, and it may withdraw interest earned from the trust account to fund working capital requirements, subject to an annual limit of 10% of interest earned on funds held in the trust account ⁴². For the year ended December 31, 2025, the Company withdrew $714,928 ⁴³ from the trust account for working capital. The Company also has an administrative services agreement to pay $30,000 per month ⁴⁴ for office space, utilities, and secretarial and administrative support services, which will cease upon completion of a business combination or liquidation. Additionally, the Company has an advisory services agreement with Volta Tread LLC, an affiliate of its sponsor, for which it will pay an annual fee, payable monthly, until the consummation of a business combination, along with reimbursement for certain costs and expenses, with the total not exceeding 10% of the interest earned on funds in the trust account ⁴⁵.

The Company's capital allocation plans include using substantially all funds held in the trust account (net of taxes and excluding deferred underwriting fees) to complete its initial business combination ⁴⁶. If share capital or debt is used as consideration, remaining proceeds in the trust account will be used for working capital, other acquisitions, and growth strategies of the target business ⁴⁷. The sponsor or its affiliates or certain officers and directors may loan funds to the Company to cover working capital deficiencies or transaction costs, with up to $1,500,000 ⁴⁸ of such loans convertible into private placement warrants at $1.00 per warrant ⁴⁹. The underwriters of the IPO are entitled to a one-time cash fee of $500,000 ⁵⁰ upon the closing of the initial business combination, waiving their rights to the deferred underwriting commission of $6,640,000 ⁵¹ and forfeiting 2,070,000 ⁵² private placement warrants, retaining 5,000 ⁵³ private placement warrants.

The Company faces several material risks, including the possibility that its public shareholders may not have an opportunity to vote on the proposed initial business combination if it does not require shareholder approval under applicable law or stock exchange listing requirements ⁵⁴. Even if a vote is held, holders of founder shares, who own 25% of the issued and outstanding ordinary shares ⁵⁵, have agreed to vote in favor of the business combination, increasing the likelihood of approval regardless of public shareholder sentiment ⁵⁶. The Company's independent registered public accounting firm has expressed substantial doubt about its ability to continue as a "going concern" due to a working capital deficit of $3,396,701 ²⁰ as of December 31, 2025, and expected significant future costs in pursuit of financing and acquisition plans ⁵⁷. The ability of public shareholders to redeem their shares for cash may make the Company's financial condition unattractive to potential business combination targets, potentially making it difficult to enter into a business combination ⁵⁸. Furthermore, a large number of redemptions could substantially dilute existing investments and limit the Company's ability to complete the most desirable business combination or optimize its capital structure ⁵⁹. The Company must complete its initial business combination within the completion window (24 months from the IPO closing, or by November 22, 2026 ⁶⁰), which may give target businesses leverage in negotiations and limit due diligence time ⁶¹. If the initial business combination is not completed within this timeframe, the Company will redeem its public shares at a per-share price of approximately $10.025 ⁶², and its warrants will expire worthless ⁶³. Third-party claims against the Company could reduce the proceeds in the trust account, potentially leading to a per-share redemption amount less than $10.025 ⁶⁴. Changes in laws or regulations, particularly the SEC's new SPAC Rules, may increase costs and time needed to complete a business combination ⁶⁵. There is a risk of being deemed an investment company under the Investment Company Act, which would impose burdensome compliance requirements and restrict activities, making it difficult to complete a business combination ⁶⁶. Global geopolitical conditions, including the Russia-Ukraine conflict and the Middle East conflict, and adverse global economic conditions like inflation, could materially adversely affect the search for and consummation of an initial business combination ⁶⁷. The Company's sponsor controls the appointment of the board of directors until the business combination and holds a substantial interest, potentially influencing actions in a manner not supported by other shareholders ⁶⁸. The nominal price paid by the sponsor for founder shares ($0.004 per share ⁶⁹) means they could make a substantial profit even if public shares lose significant value, creating a potential conflict of interest ⁷⁰. The Company may issue additional Class A ordinary shares or preference shares to complete a business combination, which could significantly dilute existing shareholders' interests ⁷¹.

Management's message to shareholders emphasizes the Company's formation as a blank check company on June 13, 2024, with the sole purpose of effecting a business combination ⁷². 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 the confidential submission of a draft registration statement on Form S-4 on September 16, 2025 ⁷³. Management acknowledges that the Company has not commenced operations and will not generate operating revenues until after the completion of its initial business combination ⁷⁴. A key strategic priority is to leverage the management team's extensive expertise and networks in the energy and power value chain, including E&P, midstream, oilfield services, power, and digital infrastructure, to identify and acquire high-potential assets ⁷⁵. They also specifically target opportunities arising from the strong surge in power demand driven by artificial intelligence, viewing traditional energy and AI-related power as complementary sectors ⁷⁶. Management is focused on completing the initial business combination within the completion window, which is 24 months from the closing of the initial public offering, or by November 22, 2026 ⁶⁰. They also note the importance of maintaining sufficient liquidity, with $223,698 ¹⁸ in the operating bank account and the ability to withdraw up to 10% of interest earned on funds in the trust account for working capital ⁴².