Dynamix Corp
For the period ended Mar 31, 2026. Filed May 14, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 14, 2026
DYNC$10.98+0.7%Stored close · as of Oct 29, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001213900-25-107239
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001213900-26-056598
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 56 previous paragraphs and 46 current paragraphs.
23 unchanged; 14 reworded; 8 added; 19 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 8 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
Termination of Proposed Business Combination
Current report
On April 8, 2026, the Company and the Seller entered into a Termination Agreement pursuant to which the parties agreed to terminate the Business Combination Agreement.
Current report
By virtue of the termination of the Business Combination Agreement, the ETHM Subscription Agreements and the Contribution Agreement (each as defined in the Business Combination Agreement) terminated in accordance with their terms.
Current report
Pursuant to the Termination Agreement, the Company is entitled to receive $50,000,000 within 15 days of April 8, 2026, which was received on April 10, 2026.
Current report
The Termination Agreement contains mutual releases by all parties, for all claims known and unknown, relating and arising out of, or relating to, among other things, the Business Combination Agreement. The Termination Agreement also contains a covenant not to sue, a mutual non-disparagement agreement, and other customary terms.
Current report
Dynamix currently intends to continue to seek a business combination with another operating company. Dynamix’s amended and restated memorandum and articles of association provide that it has until November 22, 2026 to complete its initial business combination. As disclosed in the final prospectus relating to Dynamix’s initial public offering, filed on November 21, 2024 and subsequent filings with the Securities and Exchange Commission, if Dynamix has not completed its initial business combination within such time period, it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses) and not previously released to it pursuant to permitted withdrawals, divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Current report
Dynamix’s sponsor, officers and directors have entered into a letter agreement with Dynamix, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if Dynamix fails to complete its initial business combination within the completion window, although they will be entitled to liquidating distributions from assets outside the trust account, which would include any portion of the payments received pursuant to the Termination Agreement that have not been used to pay Dynamix’s expenses.
Removed paragraphs (19)
Previous 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.
Previous report
Recent Developments
Previous report
Change of Ticker Symbols
Previous report
On August 26, 2025, we issued a press release announcing that the ticker symbols for our Class A ordinary shares, units and public warrants will change from “DYNX,” “DYNXU” and “DYNXW,” to “ETHM,” “ETHMU” and “ETHMW,” respectively.
Previous report
Company Unit Subscription Agreement
Previous report
On August 29, 2025, the SPAC, Pubco and the Company entered into a subscription agreement (the “Company Unit Subscription Agreement”) with JBerns inv EM1, LLC, a Nevada limited liability company (the “Company Unit Investor”), pursuant to which the Company Unit Investor agreed to purchase, and the Company agreed to issue and sell Company Class A Units (the “Subscribed Units”) for a contribution of 150,000 ether, in a private placement (the “Company Unit Subscription”), upon the terms and subject to the conditions set forth therein. The closing of the Company Unit Subscription (the “Subscription Unit Closing”) 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 Company 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 Company (the “Company Exchange Units”).
Previous report
Pursuant to the Company Unit Subscription Agreement, Pubco agreed to use commercially reasonable efforts to cause the non-voting Class A common stock, par value $0.01 per share, of Pubco (the “Pubco Class A Stock”) into which the Company Exchange Units held by the Company 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.
Previous report
For additional information regarding the Company 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.
Previous report
Stockholders Agreement
Previous report
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:
Previous report
Pubco and the Company further agreed that after the Company Merger Effective Time, neither they nor any of their respective subsidiaries or controlled affiliates will take certain material corporate actions without the approval of four directors on the Board.
Previous report
Pubco and the Company further agreed that, neither they nor any of their respective subsidiaries or controlled affiliates will take the following actions without (i) if such action occurs before the Company Merger Effective Time, the prior approval of the Company Unit Investor, and, (ii) if such action occurs after the Company Merger Effective Time, the prior approval of the Subscriber Director:
Previous report
The Stockholders Agreement will terminate upon the earliest of the following: (a) the termination of the Business Combination Agreement, in accordance with its terms, prior to the closing of the Transactions; (b) the later to occur of (i) the date on which the Company Unit Investor, its affiliates and/or other permitted transferees under the LLC Agreement (“Permitted Transferees”), collectively, beneficially own, directly or indirectly, an equity interest in Pubco, in whatever form such equity interest is then held, of less than 10% of the then entire equity capital of Pubco (aggregating all Pubco Class A Stock outstanding and all other equity interests exchangeable or convertible into Pubco Class A Stock on an as converted/exchanged basis), and (ii) the date on which the Company Unit Investor, its affiliates and/or other Permitted Transferees, collectively, beneficially own, directly or indirectly, less than 25% of the number of Subscribed Units the Company Unit Investor purchased pursuant to the Company Unit Subscription Agreement in whatever form such securities are then held; or (c) the Company Unit Investor is no longer directly or indirectly controlled by Jeffrey Berns.
Previous report
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 report
Registration Statement on Form S-4
Previous 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.
Previous report
For the three months ended September 30, 2024, we had a net loss of $25,800 which consisted of operating and formation costs.
Previous report
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 report
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.
Reworded paragraphs (14)
Previous wording
We are a blank check company incorporated in the Cayman Islands on June 13, 2024 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “initial business combination”). We intend to effectuate our business combination using cash derived from the proceeds of the initial public offering and the sale of the private placement warrants, our shares, debt or a combination of cash, shares and debt.
Current wording
We are a blank check company incorporated in the Cayman Islands on June 13, 2024 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our business combination using cash derived from the proceeds of the initial public offering and the sale of the private placement warrants, our shares, debt or a combination of cash, shares and debt.
Previous wording
On July 21, 2025, Dynamix Corporation (the “SPAC”) and The Ether Machine, Inc., a Delaware corporation (“Pubco”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with ETH SPAC Merger Sub Ltd., a Cayman Islands exempted company and wholly-owned subsidiary of Pubco (“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 wording
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”).
Previous 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.
Current wording
We have neither engaged in any operations nor generated any revenues to date. Our only activities from June 13, 2024 (inception) through March 31, 2026 were organizational activities, those necessary to prepare for the initial public offering, identifying a target company for a business combination and pursuing the 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 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.
Current wording
For the three months ended March 31, 2026, we had a net income of $11,087,940, which consisted of change in fair value of warrant liabilities of $9,877,000, dividends earned on investments held in trust account of $1,523,870 and interest earned in cash account of $1,286 partially offset by general and administrative expenses of $314,216.
Previous 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.
Current wording
For the three months ended March 31, 2025, we had a net income of $1,032,650, which consisted of dividends earned on investments held in trust account of $1,749,366, change in fair value – over-allotment liability of $64,371 and interest earned in cash account of $12,716, partially offset by general and administrative expenses of $584,643 and change in fair value of warrant liabilities of $209,160.
Previous wording
Following the initial public offering, the partial exercise of the over-allotment option, and the sale of the private placement warrants, a total of $166,415,000 was placed in the trust account. We incurred $10,605,256 in initial public offering related costs, including $3,320,000 of cash underwriting fees, $6,640,000 of deferred underwriting fee, and $645,256 of other offering costs.
Current wording
Following the initial public offering, the partial exercise of the over-allotment option, and the sale of the private placement warrants, a total of $166,415,000 was placed in the trust account.
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 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.
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 months ended March 31, 2026 and 2025, the Company has paid the service provider $54,298 and $189,915, respectively, pursuant to the advisory services agreement.
Previous 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.
Current wording
For the three months ended March 31, 2025, net cash used in operating activities was $504,051. Net income of $1,032,650 was affected by a change in fair value of warrant liabilities of $209,160, dividends earned on investments held in trust account of $1,749,366, and change in fair value of over-allotment liability of $64,371. Changes in operating assets and liabilities provided $67,876 of cash from operating activities.
Previous 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.
Current wording
At March 31, 2026, we had mutual funds which are invested primarily in money market funds held in the trust account of $174,762,568. 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 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.
Current wording
At March 31, 2026, we had cash of $154,849 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
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.
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 expects to continue to incur significant costs in pursuit of financing and acquisition plans. Additionally, we have 24 months from the closing of the Initial Public Offering (November 22, 2026 or until such earlier liquidation date as our board of directors may approve) to complete a Business Combination (the “Combination Period”). 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. Additionally, management has determined that the mandatory liquidation and subsequent dissolution, should we be unable to complete a Business Combination by the end of the Combination Period, raises substantial doubt about our ability to continue as a going concern. Management plans to address this uncertainty through debt or equity financing and the completion of a Business Combination. There are no assurances that our plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Previous 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).
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. In the event that the Company is unable to consummate a Business Combination and liquidation of the Trust Account is commenced as provided in the trust agreement, the underwriters will forfeit such deferred underwriting fees.
Previous 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.
Current 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. The Company has not identified any critical accounting estimates that have a significant impact to our 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 consolidated 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 financial statements.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
For the three months ended March 31, 2026, net cash used in operating activities was $222,975. Net income of $11,087,940 was affected by a change in fair value of warrant liabilities of $9,877,000 and dividends earned on investments held in trust account of $1,523,870. Changes in operating assets and liabilities provided $89,955 of cash from operating activities.