Dynamix Corp. Issues Units with Shares and Warrants

TL;DR

Dynamix Corp. just dropped an 8-K about issuing units with shares and warrants at $11.50 strike.

AI Summary

On August 29, 2025, Dynamix Corp. entered into a material definitive agreement related to the issuance of units, each consisting of one Class Ordinary Share and one-half of one Redeemable Warrant. These warrants are exercisable for one Class Ordinary Share at an exercise price of $11.50 per share.

Why It Matters

This filing indicates Dynamix Corp. is raising capital or restructuring its equity, which could impact its share structure and future financial obligations.

Risk Assessment

Risk Level: medium — The issuance of new equity and warrants can dilute existing shareholders and introduce potential future selling pressure.

Key Numbers

• $11.50 — Warrant Exercise Price (The price at which holders can exercise their warrants to purchase Class Ordinary Shares.)

Key Players & Entities

• Dynamix Corp. (company) — Registrant
• August 29, 2025 (date) — Date of earliest event reported
• $11.50 (dollar_amount) — Exercise price for Redeemable Warrants

FAQ

Key Financial Figures

• $0.0001 — LC Class A ordinary shares, par value $0.0001 per share ETHM The Nasdaq Stock Mar
• $11.50 — ordinary share, at an exercise price of $11.50 per share ETHMW The Nasdaq Stock Ma
• $10.25 — i) the Unit Subscription Price and (ii) $10.25. " Unit Subscription Price " means such
• $0.01 — -voting Class A common stock, par value $0.01 per share, of Pubco (the " Pubco Class
• $250,000,000 — aggregate consideration is greater than $250,000,000 in any single transaction or series of
• $10,000,000 — Board) involving an amount in excess of $10,000,000; any incurrence of new indebtedness o

Filing Documents

• ea0255431-8k425_dynamix.htm (8-K) — 95KB
• ea025543101ex10-1_dynamix.htm (EX-10.1) — 838KB
• ea025543101ex99-1_dynamix.htm (EX-99.1) — 427KB
• ea025543101ex99-2_dynamix.htm (EX-99.2) — 24KB
• 0001213900-25-082962.txt ( ) — 1912KB
• ethmw-20250829.xsd (EX-101.SCH) — 4KB
• ethmw-20250829_def.xml (EX-101.DEF) — 27KB
• ethmw-20250829_lab.xml (EX-101.LAB) — 37KB
• ethmw-20250829_pre.xml (EX-101.PRE) — 25KB
• ea0255431-8k425_dynamix_htm.xml (XML) — 8KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 2, 2025, SPAC and Pubco issued a press release announcing the transactions described in this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.2, 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 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 99.2.

01. Other Events

Item 8.01. Other Events. Stockholders Agreement On August 29, 2025, the Seller, Pubco and the Company entered into a Stockholders Agreement with the Company Unit Investor (the " Stockholders Agreement "). Pursuant to the Stockholders Agreement the parties agreed, among other things, that: On and after the closing of the transactions contemplated by the Business Combination Agreement (the " Transactions "), the board of directors of Pubco (the " Board ") will consist of five directors. The Company Unit Investor has the right to nominate one director to the Board (the " Subscriber Director ") and Pubco will recommend the election of the Subscriber Director and otherwise use its reasonable best efforts to cause the Subscriber Director to be elected to the Board. The Company Unit Investor committed to nominate Jeffrey Berns as the Subscriber Director for the first two full calendar years after the Subscription Unit Closing. Pubco will maintain, at its expense, directors' and officers' liability insurance in an amount determined in good faith by the Board to be appropriate and enter into indemnification agreements with each director of Pubco that provide rights to indemnification and advancement of expenses to the maximum extent permitted under applicable law. On or prior to the closing of the Transactions, Pubco and the Company will adopt a policy, which shall be approved by the Company Unit Investor (the " Treasury Reserve Policy "), under which Pubco's and the Company's treasury reserve assets will consist of primarily (i) cash and cash equivalents and short-term investments (" Cash Assets ") that exceed working capital requirements and (ii) ether, which will serve as the primary treasury reserve asset of Pubco and the Company on an ongoing basis, subject to market conditions and anticipated needs of the business for Cash Assets. The Seller will, at any time it is then entitled to vote for the election of the Board, take all necessary action, including ca

Forward-Looking Statements

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, statements regarding the anticipated benefits and timing of completion of the Proposed Transactions, The Ether Machine's future status as a public company, business plans and investment strategies of Pubco, the Company and SPAC, Pubco's ability to become the only institutional public vehicle which is purely Ethereum focused, Pubco's ability to dramatically increase ether concentration per share, any expected candidates to Pubco's board of directors, and Pubco's listing on an applicable securities exchange and the timing of such listing. 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 re

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View this 8-K filing on SEC EDGAR