Dynamix Corp

Current report

Proposed Business Combination

Current report

On July 21, 2025, Dynamix Corporation and Pubco entered into the Business Combination Agreement with the SPAC Merger Sub, The Ether Reserve LLC, a Delaware limited liability company (the “Company”), Ethos Sub 1, Inc., a Delaware corporation and wholly-owned subsidiary of SPAC (“SPAC Subsidiary A”), Ethos Sub 2, Inc., a Delaware corporation and wholly-owned subsidiary of SPAC Subsidiary A (“SPAC Subsidiary B”), Ethos Sub 3, Inc., a Delaware corporation and wholly-owned subsidiary of SPAC Subsidiary B (“Company Merger Sub”), and ETH Partners LLC, a Delaware limited liability company (the “Seller”).

Current report

For additional information regarding the Business Combination Agreement and the transactions contemplated therein, see the Current Reports on Form 8-K as filed with the SEC by the Company on July 25, 2025, August 4, 2025, August 6, 2025, September 2, 2025 and September 9, 2025.

Current report

LLC Unit Subscription Agreement

Current report

On August 29, 2025, the SPAC, Pubco and the LLC entered into the “LLC Unit Subscription Agreement with (the LLC Unit Investor, pursuant to which the LLC Unit Investor agreed to purchase, and the LLC agreed to issue and sell the “Subscribed Units for a contribution of 150,000 ether, in a private placement (the “LLC Unit Subscription”), upon the terms and subject to the conditions set forth therein. The closing of the LLC Unit Subscription occurred on September 8, 2025. Immediately prior to the Company Merger (as defined in the Business Combination Agreement), the Subscribed Units will be adjusted as set forth in the LLC Unit Subscription Agreement. At the Company Merger Effective Time (as defined in the Business Combination Agreement), each Subscribed Unit (as adjusted) shall be converted automatically into one common non-voting unit of the LLC (the “LLC Exchange Units”).

Current report

Pursuant to the LLC Unit Subscription Agreement, Pubco agreed to use commercially reasonable efforts to cause the Pubco Class A Stock into which the LLC Exchange Units held by the LLC Unit Investor will be converted or convertible upon closing of the Company Merger to be registered on the registration statement on Form S-4 to be filed in connection with the Business Combination Agreement (as amended or supplemented from time to time, the “Registration Statement”). To the extent such securities are not able to be registered on the Registration Statement, Pubco has agreed to use commercially reasonable efforts to file a registration statement registering the resale of the shares of Pubco Class A Stock on a resale registration statement within 30 calendar days following the Closing Date (as defined in the Business Combination Agreement); and to use commercially reasonable efforts to have such registration statement declared effective as soon as practicable, and in any event no later than 90 calendar days after the Closing Date, subject to an extension in the event of SEC review.

Current report

For additional information regarding the LLC Unit Subscription Agreement and the transactions contemplated therein, see the Current Reports on Form 8-K as filed with the SEC by the Company on September 2, 2025 and September 9, 2025.

Current report

Stockholders Agreement

Current report

On August 29, 2025, the Seller, Pubco and the LLC entered into a Stockholders Agreement with the LLC Unit Investor (the “Stockholders Agreement”), which provides for board composition and director nomination rights and sets forth certain governance provisions applicable to Pubco following the closing of the business combination. For additional information regarding the Stockholders Agreement and the transactions contemplated therein, see the Current Report on Form 8-K filed with the SEC by the Company on September 2, 2025.

Current report

Registration Statement on Form S-4

Current report

On September 16, 2025, Pubco issued a press release announcing Pubco’s confidential submission of a draft registration statement on Form S-4 with the Securities and Exchange Commission.

Current report

For the year ended December 31, 2025, we had a net loss of $13,223,196, which consisted of a change in fair value of warrant liabilities of $14,857,000 and general and administrative expenses of $5,407,466, offset by dividends earned on investments held in trust account of $6,942,927, change in fair value – over-allotment liability of $64,371 and interest earned in cash account of $33,972.

Current report

Until the consummation of the initial public offering, our only source of liquidity was an initial purchase of Class B ordinary shares, par value $0.0001 (the “Class B ordinary shares” or “Founder Shares”), by the sponsor and loans from our sponsor.

Current report

As an additional source of liquidity, we may withdraw interest earned in 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.

Current report

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 year ended December 31, 2025 and for the period from June 13, 2024 (inception) through December 31, 2024, the Company has paid the service provider $660,704 and $0, respectively, pursuant to the advisory services agreement.

Current report

For the year ended December 31, 2025, net cash used in operating activities was $2,034,796. Net loss of $13,223,196 was affected by a change in fair value of warrant liabilities of $14,857,000, dividends earned on investments held in trust account of $6,942,927 and change in fair value of over-allotment liability of $64,371. Changes in operating assets and liabilities provided $3,338,698 of cash from operating activities.

Current report

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 our 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 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 date that is 24 months from the closing of our initial public offering (or until such earlier liquidation date as our board of directors may approve). See “Risk Factors—Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination—Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern”.

Current report

Off-Balance Sheet Arrangements

Current report

We have no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of December 31, 2025 and 2024. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off- balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Current report

On April 1, 2025, we entered into a Master Services Agreement with Avenue Z Inc., under which we will pay $15,000 a month for recurring services related to the preparation, development, and implementation of certain public relations programs and services.

Current report

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

Previous report

Recent Developments

Previous report

The registration statement for the Company’s initial public offering was declared effective on November 20, 2024. On November 22, 2024, the Company consummated the initial public offering of 16,600,000 units (the “Units”), which includes the partial exercise by the underwriters of their over-allotment option in the amount of 1,600,000 Units, at $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (the “public warrant”).

Previous report

Simultaneously with the closing of the initial public offering, the Company consummated the sale of 5,985,000 warrants (the “private placement warrants”) at a price of $1.00 per private placement warrant, in a private placement to DynamixCore Holdings, LLC, the Company’s sponsor (the “sponsor”), and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC and Seaport Global Securities LLC, the representatives of the underwriters of the initial public offering.

Previous report

Of those 5,985,000 private placement warrants, the sponsor purchased 3,910,000 private placement warrants and the underwriters purchased 2,075,000 private placement warrants.

Previous report

On December 9, 2024, the Company’s Class A ordinary shares and warrants began separately trading from the Units. Those Units not separated will continue to trade on the Nasdaq Global Market under the symbol “DYNXU,” and each of the Class A ordinary shares and warrants that are separated will trade on the Nasdaq under symbols “DYNX” and “DYNXW,” respectively.

Previous report

On June 18, 2024, the Company issued 5,750,000 Class B ordinary shares to the sponsor for $25,000, or approximately $0.004 per share. The number of founder shares included an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not fully exercised, so that the number of founder shares will represent 25.0% of the Company’s issued and outstanding shares after the initial public offering. As of December 31, 2024, there were 5,750,000 Class B ordinary shares issued and outstanding. In January 2025, the underwriters’ over-allotment option expired, resulting in the sponsor forfeiting 216,667 founder shares and causing the number of outstanding founder shares to be 5,533,333.

Previous report

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

Previous report

In connection with our assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the funds which the Company has available following the completion of the initial public offering will enable it to sustain operations for a period of at least one-year from the issuance date of these financial statements.

Previous report

The over-allotment option was accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the balance sheet. The over-allotment option liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within changes in fair value of over-allotment option liability in the statement of operations.

Previous report

The Company used a Black-Scholes model to value the over-allotment option. Valuation of the over-allotment option liability uses significant unobservable inputs related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the option. Deviations in the assumptions and estimates used could result in materially different fair values and have a material impact to our financial statements.

Previous report

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on June 13, 2024 (inception). The amendments will be applied prospectively. The adoption of ASU 2023-07 has not had a material impact on the Company’s financial statements and disclosures.