Dynamix Corp

Previous wording

References in this Quarterly Report on Form 10-Q (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Dynamix Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “sponsor” refer to DynamixCore Holdings, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Current wording

References in this Quarterly Report on Form 10-Q (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Dynamix Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “sponsor” refer to DynamixCore Holdings, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Previous wording

For additional information regarding the Business Combination Agreement and the transactions contemplated therein, see the Current Report on Form 8-K as filed with the SEC by the Company on July 25, 2025.

Current wording

For additional information regarding the Stockholders Agreement and the transactions contemplated therein, see the Current Report on Form 8-K as filed with the SEC by the Company on September 2, 2025.

Previous wording

We have neither engaged in any operations nor generated any revenues to date. Our only activities from June 13, 2024 (inception) through June 30, 2025 were organizational activities, those necessary to prepare for the initial public offering, described below, and identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of dividends earned on investments held in trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

Current wording

We have neither engaged in any operations nor generated any revenues to date. Our only activities from June 13, 2024 (inception) through September 30, 2025 were organizational activities, those necessary to prepare for the initial public offering, described below, identifying a target company for a business combination and consummation of the transaction contemplated by the Business Combination Agreement. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of dividends earned on investments held in trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

Previous wording

For the three months ended June 30, 2025, we had a net loss of $248,730, which consisted of dividends earned on investments held in trust account of $1,758,009, interest earned in cash account of $10,732, partially offset by general and administrative expenses of $1,150,121 and change in fair value of warrant liabilities of $867,350.

Current wording

For the three months ended September 30, 2025, we had a net loss of $15,433,911, which consisted of change in fair value of warrant liabilities of $14,278,490 and general and administrative expenses of $2,940,901, offset by dividends earned on investments held in trust account of $1,778,193 and interest earned in cash account of $7,287.

Previous wording

For the six months ended June 30, 2025, we had a net income of $783,920, which consisted of dividends earned on investments held in trust account of $3,507,375, change in fair value – over-allotment liability of $64,371 and interest earned in cash account of $23,448, partially offset by general and administrative expenses of $1,734,764 and change in fair value of warrant liabilities of $1,076,510.

Current wording

For the nine months ended September 30, 2025, we had a net loss of $14,649,991, which consisted of change in fair value of warrant liabilities of $15,355,000 and general and administrative expenses of $4,675,665, offset by dividends earned on investments held in trust account of $5,285,568, change in fair value – over-allotment liability of $64,371, and interest earned in cash account of $30,735.

Previous wording

For the period from June 13, 2024 (inception) through June 30, 2024, we had a net loss of $26,661 which primarily consist of operating and formation costs.

Current wording

For the period from June 13, 2024 (inception) through September 30, 2024, we had a net loss of $52,461 which consisted of operating and formation costs.

Previous wording

On February 4, 2025, we entered into an advisory services agreement (the “advisory services agreement”) with Volta Tread LLC, an affiliate of our sponsor owned and controlled by our chief executive officer and chief financial officer (the “service provider”). Pursuant to the advisory services agreement, the service provider will provide management, consulting and other advisory services to the Company in connection with its initial business combination. In consideration for these services, we will (i) pay to the service provider an annual fee, payable on a monthly basis, until the consummation of a business combination, and (ii) reimburse the service provider and its affiliates for certain costs and expenses incurred in favor of third parties. The annual fee, together with any reimbursement, shall not exceed an annual limit of 10% of interest earned on funds held in the trust account (the “Cap”). For the three and six months ended June 30, 2025, the Company has paid the service provider $177,718 and $367,633, respectively, pursuant to the advisory services agreement.

Current wording

On February 4, 2025, we entered into an advisory services agreement (the “advisory services agreement”) with Volta Tread LLC, an affiliate of our sponsor owned and controlled by our chief executive officer and chief financial officer (the “service provider”). Pursuant to the advisory services agreement, the service provider will provide management, consulting and other advisory services to the Company in connection with its initial business combination. In consideration for these services, we will (i) pay to the service provider an annual fee, payable on a monthly basis, until the consummation of a business combination, and (ii) reimburse the service provider and its affiliates for certain costs and expenses incurred in favor of third parties. The annual fee, together with any reimbursement, shall not exceed an annual limit of 10% of interest earned on funds held in the trust account (the “Cap”). For the three and nine months ended September 30, 2025, the Company has paid the service provider $178,742 and $546,375, respectively, pursuant to the advisory services agreement.

Previous wording

For the six months ended June 30, 2025, net cash used in operating activities was $870,400. Net income of $783,920 was affected by a change in fair value of warrant liabilities of $1,076,510, dividends earned on investments held in trust account of $3,507,375, and change in fair value of over-allotment liability of $64,371. Changes in operating assets and liabilities provided $840,916 of cash from operating activities.

Current wording

For the nine months ended September 30, 2025, net cash used in operating activities was $1,607,589. Net loss of $14,649,991 was affected by a change in fair value of warrant liabilities of $15,355,000, dividends earned on investments held in trust account of $5,285,568 and change in fair value of over-allotment liability of $64,371. Changes in operating assets and liabilities provided $3,037,341 of cash from operating activities.

Previous wording

For the period from June 13, 2024 (inception) through June 30, 2024, net cash used in operating activities was $0. Net loss of $26,661 was affected by formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares of $16,241. Changes in operating assets and liabilities provided $10,420 of cash from operating activities.

Current wording

For the period from June 13, 2024 (inception) through September 30, 2024, net cash used in operating activities was $0. Net loss of $52,461 was affected by formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares of $16,241 and operating costs paid through promissory note – related party of $15,420. Changes in operating assets and liabilities provided $20,800 of cash from operating activities.

Previous wording

At June 30, 2025, we had mutual funds which are invested primarily in money market funds held in the trust account of $170,304,723. We intend to use substantially all of the funds held in the trust account (including any amounts representing dividends earned on investments held in trust account, which dividends shall be net of taxes payable, if any, and excluding deferred underwriting fees) and not previously released to us pursuant to permitted withdrawals, to complete our initial business combination. We may withdraw earnings from the trust account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Current wording

At September 30, 2025, we had mutual funds which are invested primarily in money market funds held in the trust account of $171,904,018. We intend to use substantially all of the funds held in the trust account (including any amounts representing dividends earned on investments held in trust account, which dividends shall be net of taxes payable, if any, and excluding deferred underwriting fees) and not previously released to us pursuant to permitted withdrawals, to complete our initial business combination. We may withdraw earnings from the trust account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Previous wording

At June 30, 2025, we had cash of $1,040,643 held outside of the trust account. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination.

Current wording

At September 30, 2025, we had cash of $482,352 held outside of the trust account. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination.

Previous wording

financing and acquisition plans. The working capital deficit and the expectation of significant future costs raises substantial doubt about our ability to continue as a going concern within one year after the date that the unaudited financial statements are issued. Management plans to address this uncertainty through debt or equity financing. There is no assurance that our plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Current wording

In connection with our assessment of going concern considerations in accordance with ASC 205-40 “Presentation of Financial Statements - Going Concern,” we have incurred and expect to continue to incur significant costs in pursuit of its financing and acquisition plans. The working capital deficit and the expectation of significant future costs raises substantial doubt about our ability to continue as a going concern within one year after the date that the unaudited financial statements are issued. Management plans to address this uncertainty through debt or equity financing. There is no assurance that our plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Previous wording

The underwriters were entitled to a cash underwriting fee of $0.20 per Unit, or $3,320,000 in the aggregate. The deferred underwriting fee will become payable to the underwriters, upon the completion of the Company’s initial business combination, from the amounts held in the trust account solely on amounts remaining in the trust account following all properly submitted shareholder redemptions in connection with the consummation of the initial business combination.

Current wording

The underwriters from our initial public offering were entitled to a cash underwriting fee of $0.20 per Unit, or $3,320,000 in the aggregate. The deferred underwriting fee will become payable to the underwriters, upon the completion of the Company’s initial business combination, from the amounts held in the trust account solely on amounts remaining in the trust account following all properly submitted shareholder redemptions in connection with the consummation of the initial business combination. On July 20, 2025, we entered into a letter agreement pursuant to which the underwriters agreed, if the closing of the initial business combination with the Pubco (the “Pubco BC closing”) occurs, (a) that the only consideration due and payable by us pursuant to the underwriting agreement for the initial public offering shall be a one-time cash fee equal to $500,000 (the “Cash Fee”) payable upon such closing, (b) to waive any rights to any additional consideration under the underwriting agreement other than the Cash Fee, including deferred underwriting commission, and (c) to forfeit 2,070,000 private placement warrants immediately prior to the Pubco BC closing and retain 5,000 private placement warrants (which will become warrants to purchase the same number of shares of Pubco Class A Stock at the Pubco BC closing).

Previous wording

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could materially differ from those estimates.

Current wording

The preparation of condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could materially differ from those estimates. The Company has not identified any critical accounting estimates that have a significant impact to our unaudited condensed consolidated financial statements.

Previous wording

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Current wording

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.