NEW YORK, Sept. 16, 2025 (GLOBE NEWSWIRE) -- The Ether Machine, a planned public company following a pending business combination with Dynamix Corporation (Nasdaq: ETHM) (“Dynamix”) and The Ether Reserve LLC, announced today the confidential submission by The Ether Machine of a draft registration statement on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”). Andrew Keys, Co-Founder and Chairman of The Ether Machine, said: “The submission of our Form S-4 is a critical step towards becom ...

Company previously announced $800M+ from institutional and strategic investors and an anchor investment in ether currently valued at ~$741M by Co-Founder and Chairman Andrew Keys Total ETH owned or committed is now 495,362, currently valued at ~$2.16B, with up to $367.1M dollars committed to acquire additional ether, assuming no Dynamix public shareholders exercise their redemption rights NEW YORK, Sept. 02, 2025 (GLOBE NEWSWIRE) -- The Ether Machine, a planned public company following a pending business co ...

Company Overview - Dynamix Corporation is a publicly-traded special purpose acquisition company (SPAC) incorporated in the Cayman Islands, focused on mergers and business combinations [6] - The company is led by experienced executives including CEO Andrejka Bernatova and CFO Nader Daylami [6] Business Combination - Dynamix Corporation announced a business combination with The Ether Reserve, LLC to form The Ether Machine, a strategic ether generation company [2][4] - The Ether Machine aims to deliver long-term, risk-adjusted yield through staking, restaking, and decentralized finance, with a focus on growing ether concentration per share [2][5] Ticker Symbol Change - The ticker symbols for Dynamix's common stock, units, and warrants will change from "DYNX," "DYNXU," and "DYNXW" to "ETHM," "ETHMU," and "ETHMW," respectively, effective August 27, 2025 [1][4] - This change is intended to facilitate a smooth transition for shareholders ahead of the business combination [3] Strategic Goals - The Ether Machine is expected to have one of the largest on-chain ETH positions of any public entity and will focus on generating and optimizing ETH-denominated returns [5] - The company plans to provide turnkey infrastructure solutions for enterprises and Ethereum-native builders [5] Approval and Timeline - The business combination has been unanimously approved by the boards of directors of both companies and is expected to close by the fourth quarter of 2025, pending shareholder approval [4]

Part I. Financial Information This section presents the unaudited financial statements and management's analysis for Dynamix Corporation [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents Dynamix Corporation's unaudited condensed financial statements for the quarter ended June 30, 2025 Condensed Balance Sheet Highlights (June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 | December 31, 2024 | Change | | :----------------------------------- | :-------------- | :---------------- | :----- | | Cash | $1,040,643 | $1,543,566 | -$502,923 | | Investments held in Trust Account | $170,304,723 | $167,164,825 | +$3,139,898 | | Total Assets | $171,492,779 | $168,710,028 | +$2,782,751 | | Total Liabilities | $11,143,810 | $9,144,979 | +$1,998,831 | | Warrant liability | $3,234,510 | $2,158,000 | +$1,076,510 | | Shareholders' Deficit | $(9,955,754) | $(7,599,776) | -$2,355,978 | Condensed Statements of Operations Highlights | Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | Period from Inception (June 13, 2024) Through June 30, 2024 | | :------------------------------------------ | :------------------------------- | :----------------------------- | :---------------------------------------------------------------- | | General and administrative expenses | $1,150,121 | $1,734,764 | $26,661 | | Change in fair value of warrant liabilities | $(867,350) | $(1,076,510) | — | | Dividends earned on investments held in Trust Account | $1,758,009 | $3,507,375 | — | | Net (loss) income | $(248,730) | $783,920 | $(26,661) | | Basic and diluted net (loss) income per share, Class A | $(0.01) | $0.04 | — | Condensed Statements of Cash Flows Highlights (Six Months Ended June 30, 2025) | Activity | Amount | | :-------------------------------- | :------------- | | Net cash used in operating activities | $(870,400) | | Net cash provided by financing activities | $367,477 | | Net Change in Cash | $(502,923) | | Cash – End of period | $1,040,643 | [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) This section presents Dynamix Corporation's unaudited condensed balance sheets, detailing assets, liabilities, and shareholders' deficit Condensed Balance Sheets (June 30, 2025 vs. December 31, 2024) | Assets | June 30, 2025 (unaudited) | December 31, 2024 | | :---------------------------------- | :------------------------ | :---------------- | | Cash | $1,040,643 | $1,543,566 | | Prepaid expenses | $118,863 | $1,637 | | Investments held in Trust Account | $170,304,723 | $167,164,825 | | **Total Assets** | **$171,492,779** | **$168,710,028** | | Liabilities | | | | Accounts payable and accrued expenses | $1,194,300 | $207,608 | | Warrant liability | $3,234,510 | $2,158,000 | | Deferred underwriting fee | $6,640,000 | $6,640,000 | | **Total Liabilities** | **$11,143,810** | **$9,144,979** | | Class A ordinary shares subject to possible redemption | $170,304,723 | $167,164,825 | | Accumulated deficit | $(9,956,307) | $(7,600,351) | | **Total Shareholders' Deficit** | **$(9,955,754)** | **$(7,599,776)** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) This section details Dynamix Corporation's unaudited condensed statements of operations for the periods ended June 30, 2025 Condensed Statements of Operations (Unaudited) | Item | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | Period from June 13, 2024 (Inception) Through June 30, 2024 | | :------------------------------------------ | :------------------------------- | :----------------------------- | :---------------------------------------------------------------- | | General and administrative expenses | $1,150,121 | $1,734,764 | $26,661 | | Loss from operations | $(1,150,121) | $(1,734,764) | $(26,661) | | Change in fair value of warrant liabilities | $(867,350) | $(1,076,510) | — | | Interest earned on cash account | $10,732 | $23,448 | — | | Dividends earned on investments held in Trust Account | $1,758,009 | $3,507,375 | — | | Change in fair value – over-allotment liability | — | $64,371 | — | | Total other income, net | $901,391 | $2,518,684 | — | | Net (loss) income | $(248,730) | $783,920 | $(26,661) | | Basic and diluted net (loss) income per share, Class A | $(0.01) | $0.04 | — | | Basic and diluted net (loss) income per share, Class B | $(0.01) | $0.04 | $(0.01) | [Condensed Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders%27%20Deficit) This section outlines changes in Dynamix Corporation's shareholders' deficit for the three and six months ended June 30, 2025 Condensed Statements of Changes in Shareholders' Deficit (Three and Six Months Ended June 30, 2025) | Item | December 31, 2024 | March 31, 2025 | June 30, 2025 | | :---------------------------------------------------- | :---------------- | :------------- | :------------ | | Total Shareholders' Deficit | $(7,599,776) | $(8,126,577) | $(9,955,754) | | Accretion of redeemable Class A ordinary shares to redemption amount | $(1,559,451) (Q1) | $(1,580,447) (Q2) | | | Forfeiture of Founder Shares | — | (22) | — | | Net income (loss) | $1,032,650 (Q1) | $(248,730) (Q2) | | - The accumulated deficit increased from **$(7,600,351)** at December 31, 2024, to **$(9,956,307)** at June 30, 2025, primarily due to accretion of redeemable Class A ordinary shares to redemption amount and net loss in Q2 2025[15](index=15&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) This section details Dynamix Corporation's unaudited condensed statements of cash flows for the six months ended June 30, 2025 Condensed Statements of Cash Flows (Unaudited) | Cash Flow Activity | Six Months Ended June 30, 2025 | Period from June 13, 2024 (Inception) Through June 30, 2024 | | :---------------------------------------------------------------- | :------------------------------- | :---------------------------------------------------------------- | | Net income (loss) | $783,920 | $(26,661) | | Adjustments for non-cash items (e.g., warrant liabilities, dividends) | $(2,495,236) | $16,241 | | Changes in operating assets and liabilities | $840,916 | $10,420 | | **Net cash used in operating activities** | **$(870,400)** | **—** | | Cash withdrawn from Trust Account for working capital | $367,477 | — | | **Net cash provided by financing activities** | **$367,477** | **—** | | **Net Change in Cash** | **$(502,923)** | **—** | | Cash – Beginning of period | $1,543,566 | — | | **Cash – End of period** | **$1,040,643** | **—** | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) This section provides detailed notes on Dynamix Corporation's organization, accounting policies, and financial instrument valuations [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) This note details Dynamix Corporation's organization, business operations, IPO, and current financial position - Dynamix Corporation is a blank check company incorporated on June 13, 2024, for the purpose of effecting a business combination. It has not commenced operations and generates non-operating income from interest on cash and cash equivalents[22](index=22&type=chunk)[23](index=23&type=chunk) - The company consummated its Initial Public Offering (IPO) on November 22, 2024, selling **16,600,000 units** at **$10.00 per unit**, generating **$166,000,000**. Simultaneously, it sold **5,985,000 Private Placement Warrants** for **$5,985,000**[24](index=24&type=chunk)[25](index=25&type=chunk) - A total of **$166,415,000** was placed in a Trust Account, to be used for the business combination or redemption of public shares if a combination is not completed within 24 months from the IPO closing[31](index=31&type=chunk)[34](index=34&type=chunk) - As of June 30, 2025, the Company had **$1,040,643** in its operating bank account and a working capital deficit of **$109,639**, raising substantial doubt about its ability to continue as a going concern[39](index=39&type=chunk)[41](index=41&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note details Dynamix Corporation's significant accounting policies, including GAAP, emerging growth company status, and fair value measurements - The financial statements are prepared in accordance with GAAP for interim financial information, with certain disclosures condensed or omitted per SEC rules for interim reporting[43](index=43&type=chunk) - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[45](index=45&type=chunk)[46](index=46&type=chunk) - Investments held in the Trust Account are classified as trading securities and measured at fair value using Level 1 inputs (quoted prices in active markets)[50](index=50&type=chunk) - Public Warrants are accounted for as liabilities and re-valued at each reporting date, with changes in fair value reported in the statement of operations. Private Placement Warrants are classified under equity treatment[60](index=60&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity and adjusted to redemption value at each reporting period, impacting additional paid-in capital and accumulated deficit[61](index=61&type=chunk) - The FASB issued ASU 2024-03, 'Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures,' effective for fiscal years beginning after December 15, 2026, which the Company is currently evaluating[66](index=66&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=15&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) This note outlines Dynamix Corporation's Initial Public Offering, including units, warrants, and redemption terms - On November 22, 2024, the Company sold **16,600,000 Units** at **$10.00 per Unit**, each consisting of one Class A ordinary share and one-half of one redeemable warrant[69](index=69&type=chunk) - As of June 30, 2025, there were **14,285,000 warrants outstanding**, comprising **8,300,000 Public Warrants** and **5,985,000 Private Placement Warrants**[71](index=71&type=chunk) - The Company may redeem outstanding warrants at **$0.01 per warrant** if the Class A ordinary share price equals or exceeds **$18.00** for 20 trading days within a 30-trading day period, commencing 30 days after the business combination[75](index=75&type=chunk)[83](index=83&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=17&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) This note details the private placement of warrants to the Sponsor and underwriters, including terms and transfer restrictions - Simultaneously with the IPO closing, the Sponsor and underwriters purchased **5,985,000 Private Placement Warrants** at **$1.00 each**, totaling **$5,985,000**[79](index=79&type=chunk) - Private Placement Warrants are identical to Public Warrants but lack the Warrant Put Right and have transfer restrictions for holders until 30 days after the initial Business Combination[80](index=80&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=17&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note details related party transactions, including founder shares, promissory notes, and administrative service agreements - The Sponsor made a capital contribution of **$25,000** for **5,750,000 founder shares** on June 18, 2024. In January 2025, **216,667 founder shares** were forfeited due to the unexercised over-allotment option[81](index=81&type=chunk) - Founder shares transferred to the vice president are subject to a service condition, with compensation recognized ratably. Shares transferred to director nominees are subject to a performance condition (Business Combination occurrence), and no compensation has been recognized as of June 30, 2025, as a Business Combination is not yet probable[86](index=86&type=chunk) - The Company repaid a **$105,274 promissory note** from the Sponsor on November 22, 2024. An administrative services agreement with a Sponsor affiliate requires monthly payments of **$30,000** for office space and support services[88](index=88&type=chunk)[89](index=89&type=chunk) [NOTE 6. COMMITMENTS](index=20&type=section&id=NOTE%206.%20COMMITMENTS) This note outlines Dynamix Corporation's commitments, including geopolitical risks, registration rights, and deferred underwriting fees - Geopolitical instability (Russia-Ukraine, Israel-Hamas conflicts) creates global economic consequences, which could adversely affect the Company's search for a Business Combination[93](index=93&type=chunk)[94](index=94&type=chunk) - Holders of founder shares, Private Placement Warrants, and working capital loan warrants have registration rights, entitling them to require the Company to register their securities[95](index=95&type=chunk) - A deferred underwriting fee of **$6,640,000** is payable to underwriters upon completion of the initial Business Combination, from amounts remaining in the Trust Account after shareholder redemptions[97](index=97&type=chunk) - The Company entered into an advisory services agreement with Volta, an affiliate of the Sponsor, for management and consulting services, with fees not exceeding **10%** of interest earned on Trust Account funds[98](index=98&type=chunk)[99](index=99&type=chunk) [NOTE 7. SHAREHOLDERS' DEFICIT](index=22&type=section&id=NOTE%207.%20SHAREHOLDERS%27%20DEFICIT) This note outlines Dynamix Corporation's shareholders' deficit, including Class A and Class B ordinary shares and voting rights - As of June 30, 2025, there were no preference shares or Class A ordinary shares issued or outstanding (excluding **16,600,000 shares** subject to possible redemption)[101](index=101&type=chunk)[102](index=102&type=chunk) - Class B ordinary shares outstanding decreased from **5,750,000** at December 31, 2024, to **5,533,333** at June 30, 2025, due to the forfeiture of **216,667 founder shares** in January 2025[103](index=103&type=chunk)[104](index=104&type=chunk) - Founder shares will automatically convert into Class A ordinary shares on a one-for-one basis upon or immediately following the initial Business Combination, subject to certain adjustments[105](index=105&type=chunk) - Prior to a Business Combination, only Class B ordinary shareholders have the right to vote on the appointment and removal of directors and on continuing the Company in a jurisdiction outside the Cayman Islands[107](index=107&type=chunk) [NOTE 8. FAIR VALUE MEASUREMENTS](index=24&type=section&id=NOTE%208.%20FAIR%20VALUE%20MEASUREMENTS) This note details Dynamix Corporation's fair value measurements, classifying assets and liabilities using a three-level hierarchy - The Company classifies assets and liabilities measured at fair value using a three-level hierarchy: Level 1 for quoted prices in active markets, Level 2 for observable inputs other than Level 1, and Level 3 for unobservable inputs[110](index=110&type=chunk)[115](index=115&type=chunk) Fair Value Measurements (June 30, 2025 vs. December 31, 2024) | Item | Level | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :---- | :-------------- | :---------------- | | Investments held in Trust Account | 1 | $170,304,723 | $167,164,825 | | Over-allotment option liability | 3 | — | $64,371 | | Warrant liability – Public Warrants | 1 | $3,234,510 | $2,158,000 | - The over-allotment option liability, initially valued using a Black-Scholes model (Level 3), expired unexercised in January 2025, resulting in a fair value of **$0** at June 30, 2025[112](index=112&type=chunk)[113](index=113&type=chunk)[118](index=118&type=chunk) [NOTE 9. SEGMENT INFORMATION](index=26&type=section&id=NOTE%209.%20SEGMENT%20INFORMATION) This note states Dynamix Corporation operates as a single segment, with the CEO as the Chief Operating Decision Maker - The Company operates as a single operating segment, with the Chief Executive Officer identified as the Chief Operating Decision Maker (CODM)[119](index=119&type=chunk)[120](index=120&type=chunk) - The CODM reviews key metrics such as dividends earned on investments held in the Trust Account and general and administrative expenses to assess performance and allocate resources[121](index=121&type=chunk) [NOTE 10. SUBSEQUENT EVENTS](index=28&type=section&id=NOTE%2010.%20SUBSEQUENT%20EVENTS) This note details subsequent events, including agreements with underwriters and the Business Combination Agreement with The Ether Machine, Inc - On July 20, 2025, underwriters agreed to a one-time cash fee of **$500,000** upon Business Combination closing, waiving additional consideration and forfeiting **2,070,000 private placement warrants**[126](index=126&type=chunk) - On July 21, 2025, the Company entered into a Business Combination Agreement with The Ether Machine, Inc. ('Pubco') and related entities[127](index=127&type=chunk) - Concurrently, the Company, Pubco, and The Ether Reserve entered into Equity PIPE Subscription Agreements with investors to purchase Pubco Class A Stock for **$197,100,000** in cash and a contribution of **67,121 Ether**[129](index=129&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of Dynamix Corporation's financial condition and results, highlighting its blank check status and recent business combination agreement - Dynamix Corporation is a blank check company formed to effect a business combination, with no operating revenues to date, generating non-operating income from trust account investments[134](index=134&type=chunk)[138](index=138&type=chunk) - On July 21, 2025, the Company entered into a Business Combination Agreement with The Ether Machine, Inc. ('Pubco') and other related entities[136](index=136&type=chunk) Net Income (Loss) Summary | Period | Net Income (Loss) | | :------------------------------------------ | :---------------- | | Three months ended June 30, 2025 | $(248,730) | | Six months ended June 30, 2025 | $783,920 | | Inception (June 13, 2024) through June 30, 2024 | $(26,661) | - As of June 30, 2025, the Company had a working capital deficit and expects to incur significant future costs, raising substantial doubt about its ability to continue as a going concern within one year[153](index=153&type=chunk) - The Company has contractual obligations including **$30,000 per month** for administrative services, an annual advisory fee (capped at **10%** of trust account interest), and a **$15,000 monthly fee** for public relations services[155](index=155&type=chunk)[156](index=156&type=chunk)[157](index=157&type=chunk) [Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) As a smaller reporting company, Dynamix Corporation is not required to provide quantitative and qualitative disclosures regarding market risk - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures regarding market risk[165](index=165&type=chunk) [Item 4. Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management evaluated the Company's disclosure controls and procedures as of June 30, 2025, concluding effectiveness with no material changes - As of June 30, 2025, the Company's disclosure controls and procedures were evaluated and deemed effective by certifying officers[167](index=167&type=chunk) - No material changes in internal control over financial reporting occurred during the fiscal quarter ended June 30, 2025[170](index=170&type=chunk) Part II. Other Information This section provides additional information, including legal proceedings, risk factors, and exhibits [Item 1. Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) The Company is not a party to any material pending legal proceedings, nor is any of its property subject to such proceedings - The Company is not a party to any material pending legal proceedings[172](index=172&type=chunk) [Item 1A. Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) As of the report date, no material changes occurred to the risk factors previously disclosed in the Company's Annual Report on Form 10-K - No material changes to the risk factors disclosed in the Company's Annual Report on Form 10-K as of the date of this report[173](index=173&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds to report for the period - No unregistered sales of equity securities and use of proceeds to report[174](index=174&type=chunk) [Item 3. Defaults Upon Senior Securities](index=35&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities to report for the period - No defaults upon senior securities to report[175](index=175&type=chunk) [Item 4. Mine Safety Disclosures](index=35&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to Dynamix Corporation - Mine safety disclosures are not applicable[176](index=176&type=chunk) [Item 5. Other Information](index=35&type=section&id=Item%205.%20Other%20Information) No other information to report in this section - No other information to report[177](index=177&type=chunk) [Item 6. Exhibits](index=36&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed or incorporated by reference, including the Business Combination Agreement and related subscription agreements - Key exhibits include the Business Combination Agreement (dated July 21, 2025), Amended and Restated Memorandum and Articles of Association, Warrant Agreement, and various subscription agreements related to the Equity PIPE[180](index=180&type=chunk) Part III. Signatures This section contains the duly authorized signatures for Dynamix Corporation's Quarterly Report on Form 10-Q [Signatures](index=38&type=section&id=Signatures) The report is duly signed by Andrea Bernatova, CEO, and Nader Daylami, CFO, on behalf of Dynamix Corporation on August 13, 2025 - The report was signed by Andrea Bernatova, Chief Executive Officer, and Nader Daylami, Chief Financial Officer, on August 13, 2025[184](index=184&type=chunk)[185](index=185&type=chunk)

This continued accumulation reflects The Ether Machine's conviction in ETH as the most important asset of the internet, and its mission to build a long-term, institutional-grade ETH treasury with compounding yield. "Our mandate is to buy ETH, stake it, restake it, and put it to work onchain, in full view of the public markets" said Andrew Keys, Chairman and Co-Founder of The Ether Machine. "This isn't passive exposure. We're building a machine designed to grow Ethereum's capital base, reinforce its infrastr ...

Core Insights - The Ether Machine has purchased nearly 15,000 ETH for approximately $56.9 million as part of its long-term accumulation strategy, bringing its total ETH holdings to 334,757 with an additional $407 million allocated for future purchases [1][2][3] Company Strategy - The purchase coincides with Ethereum's 10-year anniversary and marks the initiation of The Ether Machine's treasury deployment, emphasizing a strong belief in ETH as a key asset for the decentralized internet [2][3] - The Ether Machine aims to build an institutional-grade ETH treasury, focusing on accumulating and supporting ETH not just as a financial asset but as a foundational element of a new internet economy [3] Financial Background - The acquisition was funded by part of the $97 million in cash proceeds from a previously announced private placement, with plans for further ether purchases from the remaining proceeds [3] Community Engagement - Andrew Keys, Chairman and Co-Founder of The Ether Machine, made a personal donation of $100,000 to the Protocol Guild, which supports Ethereum's core protocol contributors, highlighting the company's commitment to the Ethereum ecosystem [4][5] Company Overview - The Ether Machine is formed through a business combination with Dynamix Corporation, a special purpose acquisition company, and is designed for institutional management and scale in Ethereum yield and infrastructure [5] - The company plans to generate and optimize ETH-denominated returns through staking and secure DeFi participation, while also providing infrastructure solutions for enterprises and Ethereum-native builders [5]

Core Insights - The Ether Machine has purchased nearly 15,000 ETH for approximately $56.9 million as part of its long-term accumulation strategy, bringing its total ETH holdings to 334,757 with an additional $407 million allocated for future purchases [1][2][3] Company Strategy - The purchase coincides with Ethereum's 10-year anniversary and marks the initiation of The Ether Machine's treasury deployment, emphasizing a strong belief in ETH as a key asset for the decentralized internet [2][3] - The Ether Machine aims to build an institutional-grade ETH treasury, focusing on accumulating and supporting ETH not only as a financial asset but also as a foundational element of a new internet economy [3] Financial Background - The recent purchase was funded by part of the $97 million in cash proceeds from a previously announced private placement, with plans for further ether purchases from the remaining proceeds [3] Community Support - Andrew Keys, Chairman and Co-Founder of The Ether Machine, made a personal donation of $100,000 to the Protocol Guild, which supports Ethereum's core protocol contributors, highlighting the importance of community support in the ecosystem [4][5] Company Overview - The Ether Machine is formed through a business combination with Dynamix Corporation, a special purpose acquisition company, and is designed to manage Ethereum yield and infrastructure at an institutional level [5] - The company plans to leverage one of the largest on-chain ETH positions among public entities to generate and optimize ETH-denominated returns through various strategies including staking and DeFi participation [5]

NEW YORK, July 31, 2025 (GLOBE NEWSWIRE) -- Class Action Attorney Juan Monteverde with Monteverde & Associates PC (the “M&A Class Action Firm”), has recovered millions of dollars for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report. The firm is headquartered at the Empire State Building in New York City and is investigating Dynamix Corporation (NASDAQ: DYNX) related to its merger with The Ether Reserve LLC. Upon completion of the proposed transaction, e ...

Core Insights - The Ether Machine, Inc. has launched as a public entity enabling investors to access Ethereum yield through a business combination with Dynamix Corporation, trading under the ticker "ETHM" on NASDAQ [1][4] - The company aims to be the largest public vehicle for institutional-grade exposure to Ethereum, focusing on secure and compliant access to ETH-denominated yield [2][19] - The leadership team consists of experienced blockchain pioneers and finance veterans, with a strong track record in Ethereum and crypto infrastructure [3][5] Company Strategy - The Ether Machine's strategy includes generating alpha through staking and decentralized finance protocols, aiming for risk-adjusted returns [10] - The company plans to catalyze the Ethereum ecosystem by supporting projects and publishing research to promote broader adoption [11] - Infrastructure solutions will be provided to institutions and Ethereum-native projects, ensuring compliance and risk management [12] Financial Highlights - The Ether Machine is expected to launch with over 400,000 Ether (ETH) and has secured significant financing, including approximately $645 million from Andrew Keys and over $800 million from institutional investors [4][15] - The transaction is projected to deliver over $1.6 billion in gross proceeds, making it the largest public Ether generation company [15] - The financing is anchored by contributions from notable investors, including 1Roundtable Partners, Blockchain.com, and Kraken [15] Leadership and Vision - Andrew Keys, Co-Founder and Chairman, has a history of institutional Ethereum adoption and was instrumental in early Ethereum initiatives [5] - David Merin, Co-Founder and CEO, has led significant fundraising efforts and acquisitions in the Ethereum space [5] - The leadership team emphasizes the importance of regulatory clarity and technological expertise in driving the company's success [7][8]

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) This section provides an overview of the financial information for the reporting period [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements of Dynamix Corporation for the quarter ended March 31, 2025, including the balance sheets, statement of operations, statement of changes in shareholders' deficit, and statement of cash flows, along with detailed notes explaining significant accounting policies, initial public offering details, related party transactions, commitments, and fair value measurements [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets%20as%20of%20March%2031%2C%202025%20%28Unaudited%29%20and%20December%2031%2C%202024) | Metric | March 31, 2025 | December 31, 2024 | | :----------------------------------- | :------------- | :---------------- | | Total Assets | $170,136,163 | $168,710,028 | | Investments held in Trust Account | $168,724,276 | $167,164,825 | | Total Liabilities | $9,538,464 | $9,144,979 | | Shareholders' Deficit | $(8,126,577) | $(7,599,776) | [Condensed Statement of Operations](index=5&type=section&id=Condensed%20Statement%20of%20Operations%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202025%20%28Unaudited%29) | Metric | Three Months Ended March 31, 2025 | | :------------------------------------------ | :-------------------------------- | | General and administrative expenses | $584,643 | | Loss from operations | $(584,643) | | Change in fair value of warrant liabilities | $(209,160) | | Interest earned on cash account | $12,716 | | Dividends earned on investments held in Trust Account | $1,749,366 | | Change in fair value – over-allotment liability | $64,371 | | Total other income, net | $1,617,293 | | Net income | $1,032,650 | | Basic and diluted net income per redeemable Class A ordinary share | $0.05 | | Basic and diluted net income per non-redeemable Class B ordinary share | $0.05 | [Condensed Statement of Changes in Shareholders' Deficit](index=6&type=section&id=Condensed%20Statement%20of%20Changes%20in%20Shareholders%27%20Deficit%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202025%20%28Unaudited%29) | Item | Amount | | :------------------------------------------ | :------------- | | Balance — December 31, 2024 | $(7,599,776) | | Accretion of redeemable Class A ordinary shares to redemption amount | $(1,559,451) | | Forfeiture of Founder Shares | $0 | | Net income | $1,032,650 | | Balance – March 31, 2025 | $(8,126,577) | [Condensed Statement of Cash Flows](index=7&type=section&id=Condensed%20Statement%20of%20Cash%20Flows%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202025%20%28Unaudited%29) | Cash Flow Item | Three Months Ended March 31, 2025 | | :------------------------------------------ | :-------------------------------- | | Net cash used in operating activities | $(504,051) | | Net cash provided by financing activities | $189,915 | | Net Change in Cash | $(314,136) | | Cash – Beginning of period | $1,543,566 | | Cash – End of period | $1,229,430 | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20%28Unaudited%29) These notes provide detailed explanations for the unaudited condensed financial statements, covering the company's nature as a blank check company, significant accounting policies, specifics of the Initial Public Offering and private placement, related party transactions, commitments, stockholders' deficit, fair value measurements, segment information, and subsequent events [Description of Organization and Business Operations](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) - **Dynamix Corporation is a blank check company** incorporated on June 13, 2024, for the purpose of effecting a business combination[22](index=22&type=chunk) - **As of March 31, 2025, the Company had not commenced any operations** and will not generate operating revenues until after its initial Business Combination[23](index=23&type=chunk) - The Initial Public Offering (IPO) was consummated on November 22, 2024, selling **16,600,000 units at $10.00 per unit**, generating **$166,000,000 gross proceeds**[24](index=24&type=chunk) - Simultaneously with the IPO, **5,985,000 Private Placement Warrants** were sold at $1.00 each, generating **$5,985,000 gross proceeds**[25](index=25&type=chunk) - **$166,415,000** from the IPO and private placement proceeds was placed in a trust account, to be invested in U.S. government treasury obligations or money market funds[30](index=30&type=chunk) | Metric | Amount (March 31, 2025) | | :-------------------- | :---------------------- | | Operating bank account | **$1,229,430** | | Working capital | **$834,490** | - Management believes available funds will sustain operations for **at least one year**[40](index=40&type=chunk) [Summary of Significant Accounting Policies](index=11&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) - The unaudited condensed financial statements are prepared in accordance with GAAP for interim financial information, following Form 10-Q and Article 8 of Regulation S-X[42](index=42&type=chunk) - The Company is an "emerging growth company" and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[44](index=44&type=chunk)[45](index=45&type=chunk) - Investments held in the Trust Account are classified as trading securities and presented at fair value, with gains and losses included in dividends earned on investments. As of March 31, 2025, these investments totaled **$168,724,276**[49](index=49&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity outside of permanent equity, with changes in redemption value recognized immediately[59](index=59&type=chunk) [Initial Public Offering](index=15&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) - On November 22, 2024, the Company sold **16,600,000 Units at a purchase price of $10.00 per Unit**, including the partial exercise of the underwriters' over-allotment option[66](index=66&type=chunk) | Warrant Type | Outstanding as of March 31, 2025 | | :-------------------------- | :------------------------------- | | Public Warrants | 8,300,000 | | Private Placement Warrants | 5,985,000 | | Total Warrants | 14,285,000 | - Public Warrant holders have a "Warrant Put Right" to require the Sponsor to repurchase their warrants at **$0.65 per warrant** upon the completion of the initial Business Combination[67](index=67&type=chunk) - The Company may redeem outstanding warrants at **$0.01 per warrant** if the closing price of Class A ordinary shares equals or exceeds **$18.00** for any **20 trading days within a 30-trading day period**, commencing at least 30 days after the initial business combination[72](index=72&type=chunk)[80](index=80&type=chunk) [Private Placement](index=17&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) - Simultaneously with the IPO, **5,985,000 Private Placement Warrants** were sold at **$1.00 per warrant**, totaling **$5,985,000**[76](index=76&type=chunk) - The Sponsor purchased **3,910,000 Private Placement Warrants**, and the underwriters purchased **2,075,000 Private Placement Warrants**[76](index=76&type=chunk) - Private Placement Warrants do not include the Warrant Put Right and have transfer restrictions until 30 days after the completion of the initial Business Combination[77](index=77&type=chunk) [Related Party Transactions](index=17&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) - The Sponsor initially received **5,750,000 founder shares**. In January 2025, **216,667 founder shares** were forfeited due to the unexercised over-allotment option[78](index=78&type=chunk)[99](index=99&type=chunk) - Founder shares transferred to the vice president and director nominees are subject to service or performance conditions. No stock-based compensation expense has been recognized as of March 31, 2025, as a Business Combination is not yet considered probable[79](index=79&type=chunk)[83](index=83&type=chunk) - A promissory note from the Sponsor for up to **$300,000** was repaid in full (**$105,274**) on November 22, 2024[85](index=85&type=chunk) - The Company pays an affiliate of the Sponsor **$30,000 per month** for administrative services. For the three months ended March 31, 2025, **$90,000** was incurred, and **$20,000** was paid[86](index=86&type=chunk) [Commitments](index=20&type=section&id=NOTE%206.%20COMMITMENTS) - Ongoing geopolitical conflicts (Russia-Ukraine, Israel-Hamas) have created global economic consequences and could adversely affect the Company's search for an initial Business Combination[89](index=89&type=chunk)[90](index=90&type=chunk) - Holders of founder shares, private placement warrants, and warrants from working capital loans have registration rights[91](index=91&type=chunk) - The underwriters partially exercised their over-allotment option for 1,600,000 Units, and the remaining option expired unused in January 2025. A deferred underwriting fee of **$6,640,000** is payable upon the completion of the initial Business Combination[92](index=92&type=chunk)[93](index=93&type=chunk) - An advisory services agreement was entered into on February 4, 2025, with Volta (an affiliate of the Sponsor) for management and advisory services, with an annual fee and reimbursements not exceeding **10% of interest earned** on Trust Account funds. **$189,915** was paid for the three months ended March 31, 2025[94](index=94&type=chunk)[95](index=95&type=chunk) [Stockholders' Deficit](index=22&type=section&id=NOTE%207.%20STOCKHOLDERS%27%20DEFICIT) - The Company is authorized to issue **5,000,000 preference shares** and **500,000,000 Class A ordinary shares**, with none issued or outstanding (excluding **16,600,000 Class A shares** subject to possible redemption)[97](index=97&type=chunk)[98](index=98&type=chunk) - **5,533,333 Class B ordinary shares** were issued and outstanding as of March 31, 2025, reduced from **5,750,000** due to the forfeiture of **216,667 founder shares** in January 2025[99](index=99&type=chunk)[100](index=100&type=chunk) - Founder shares (Class B) will automatically convert into Class A ordinary shares on a one-for-one basis upon or immediately following the initial Business Combination, subject to adjustment[101](index=101&type=chunk) - Holders of Class A and Class B ordinary shares are entitled to one vote per share. Prior to the Business Combination, only Class B holders vote on director appointments/removals and jurisdiction changes[102](index=102&type=chunk)[103](index=103&type=chunk) [Fair Value Measurements](index=24&type=section&id=NOTE%208.%20FAIR%20VALUE%20MEASUREMENTS) - The Company uses a fair value hierarchy (Level 1, 2, 3) to classify assets and liabilities based on observable and unobservable inputs[111](index=111&type=chunk) - Investments held in the Trust Account are valued using Level 1 inputs (quoted prices in active markets) and totaled **$168,724,276** as of March 31, 2025[107](index=107&type=chunk) - The over-allotment option liability, classified as Level 3, was valued using a Black-Scholes model. It expired in January 2025, resulting in a fair value of $0 as of March 31, 2025[108](index=108&type=chunk)[109](index=109&type=chunk)[115](index=115&type=chunk) - The Public Warrants liability is measured at fair value on a recurring basis using Level 1 inputs (unadjusted quoted prices), totaling **$2,367,160** as of March 31, 2025[107](index=107&type=chunk)[114](index=114&type=chunk) [Segment Information](index=26&type=section&id=NOTE%209.%20SEGMENT%20INFORMATION) - The Company operates as a single operating segment, with the Chief Executive Officer (CODM) reviewing overall operating results[117](index=117&type=chunk) - Key metrics reviewed by the CODM include dividends earned on investments held in the Trust Account and general and administrative expenses, used to manage shareholder value, investment strategy, and capital availability for a Business Combination[118](index=118&type=chunk) [Subsequent Events](index=26&type=section&id=SUBSEQUENT%20EVENTS) - On May 9, 2025, the Company repaid the Sponsor **$155** in full[123](index=123&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition and results of operations, highlighting its status as a blank check company, the lack of operating revenues, and the focus on identifying a business combination target. It details the financial performance for the quarter, liquidity, capital resources, and contractual obligations [Cautionary Note Regarding Forward-Looking Statements](index=28&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) - The Quarterly Report includes forward-looking statements, identified by terms such as "may," "should," "expect," and "plan," which are based on management's beliefs and current information[125](index=125&type=chunk) - Actual results could differ materially from forward-looking statements due to various factors, and no assurance can be given that projected results will be achieved[125](index=125&type=chunk) [Overview](index=28&type=section&id=Overview) - **Dynamix Corporation is a blank check company**, incorporated on June 13, 2024, with the purpose of effecting a business combination[126](index=126&type=chunk) - The Company plans to fund its business combination using cash from IPO proceeds, private placement warrants, shares, debt, or a combination thereof[126](index=126&type=chunk) - Significant costs are expected in pursuing acquisition plans, with no guarantee of a successful business combination[127](index=127&type=chunk) [Results of Operations](index=28&type=section&id=Results%20of%20Operations) - The Company has not engaged in operations or generated operating revenues to date, expecting to do so only after the completion of its initial business combination[128](index=128&type=chunk) - Non-operating income is generated primarily from dividends earned on investments held in the trust account[128](index=128&type=chunk) | Metric | Three Months Ended March 31, 2025 | | :------------------------------------------ | :-------------------------------- | | Net income | $1,032,650 | | Dividends earned on investments held in trust account | $1,749,366 | | Change in fair value – over-allotment liability | $64,371 | | Interest earned in cash account | $12,716 | | General and administrative expenses | $584,643 | | Change in fair value of warrant liabilities | $209,160 | [Liquidity and Capital Resources](index=29&type=section&id=Liquidity%20and%20Capital%20Resources) - The Initial Public Offering generated gross proceeds of **$166,000,000**, and the sale of private placement warrants generated **$5,985,000**[131](index=131&type=chunk) - A total of **$166,415,000** was placed in the trust account following the IPO and private placement[132](index=132&type=chunk) | Metric | Amount (March 31, 2025) | | :-------------------------------- | :---------------------- | | Cash held outside trust account | **$1,229,430** | | Net cash used in operating activities | **$(504,051)** | - The Sponsor or affiliates may provide working capital loans, convertible into private placement warrants, to fund deficiencies or transaction costs[138](index=138&type=chunk) - The Company does not believe it needs to raise additional funds for current operations but may require additional financing for a business combination or significant public share redemptions[139](index=139&type=chunk) [Off-Balance Sheet Arrangements](index=30&type=section&id=Off-Balance%20Sheet%20Arrangements) - As of March 31, 2025, the Company has no obligations, assets, or liabilities that would be considered off-balance sheet arrangements[140](index=140&type=chunk) [Contractual Obligations](index=30&type=section&id=Contractual%20Obligations) - The Company has an agreement to pay **$30,000 per month** for office space, utilities, and administrative support services[141](index=141&type=chunk) - An advisory services agreement with Volta Tread LLC requires an annual fee, payable monthly, and reimbursement for costs, not exceeding 10% of interest earned on Trust Account funds[142](index=142&type=chunk) - Effective April 1, 2025, a Master Services Agreement with Avenue Z Inc. entails a **$15,000 monthly payment** for public relations programs[143](index=143&type=chunk) - A deferred underwriting fee of **$6,640,000** is payable to the underwriters upon the completion of the initial business combination[144](index=144&type=chunk) [Critical Accounting Estimates](index=30&type=section&id=Critical%20Accounting%20Estimates) - The over-allotment option was accounted for as a liability and measured at fair value using a Black-Scholes model, which relies on significant unobservable inputs such as expected share-price volatility, expected life, and risk-free interest rate[147](index=147&type=chunk)[148](index=148&type=chunk) - Deviations in these assumptions and estimates could result in materially different fair values and have a material impact on the financial statements[148](index=148&type=chunk) [Recent Accounting Pronouncements](index=32&type=section&id=Recent%20Accounting%20Pronouncements) - Management does not believe that any recently issued, but not effective, accounting standards would have a material effect on the Company's condensed financial statements if currently adopted[150](index=150&type=chunk) [Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk](index=32&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) As a smaller reporting company, Dynamix Corporation is not required to provide quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is therefore not required to provide quantitative and qualitative disclosures regarding market risk[151](index=151&type=chunk) [Item 4. Controls and Procedures](index=32&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of the Company's disclosure controls and procedures, concluding their effectiveness as of March 31, 2025. It also notes the absence of a management report on internal controls over financial reporting due to a transition period for newly public companies and reports no material changes in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=32&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - Management, including the chief executive officer and chief financial officer, concluded that the Company's disclosure controls and procedures were effective as of March 31, 2025[152](index=152&type=chunk) - Disclosure controls and procedures provide only reasonable, not absolute, assurance and are subject to inherent limitations and resource constraints[153](index=153&type=chunk) [Management's Report on Internal Controls Over Financial Reporting](index=32&type=section&id=Management%27s%20Report%20on%20Internal%20Controls%20Over%20Financial%20Reporting) - This Quarterly Report does not include a management's assessment or an attestation report from the independent registered public accounting firm regarding internal control over financial reporting, due to a transition period for newly public companies[154](index=154&type=chunk) [Changes in Internal Control over Financial Reporting](index=32&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - There were no changes in internal control over financial reporting during the fiscal quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting[155](index=155&type=chunk) [Part II. Other Information](index=33&type=section&id=Part%20II.%20Other%20Information) This section presents other required information not covered in the financial statements [Item 1. Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings) This section confirms that Dynamix Corporation is not involved in any material legal proceedings - The Company is not a party to, and none of its property is subject to, any material pending legal proceedings[157](index=157&type=chunk) [Item 1A. Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) This section states that there have been no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K - As of the date of this Report, there have been no material changes to the risk factors disclosed in the Company's Annual Report on Form 10-K filed with the SEC on March 20, 2025[158](index=158&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section indicates that there are no unregistered sales of equity securities or use of proceeds to report for the period - There are no unregistered sales of equity securities and use of proceeds to report[159](index=159&type=chunk) [Item 3. Defaults Upon Senior Securities](index=33&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section confirms that there are no defaults upon senior securities to report - There are no defaults upon senior securities to report[160](index=160&type=chunk) [Item 4. Mine Safety Disclosures](index=33&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable to the Company[161](index=161&type=chunk) [Item 5. Other Information](index=33&type=section&id=Item%205.%20Other%20Information) This section indicates that there is no other information to report for the period - There is no other information to report[162](index=162&type=chunk) [Item 6. Exhibits](index=34&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q, including various agreements and certifications - The exhibits include the Amended and Restated Memorandum and Articles of Association, Warrant Agreement, Letter Agreement, Investment Management Trust Account Agreement, Registration Rights Agreement, Private Placement Warrants Purchase Agreements, Advisory Services Agreement, and certifications of principal executive and financial officers[164](index=164&type=chunk) [Part III. Signatures](index=35&type=section&id=Part%20III.%20Signatures) This section contains the required signatures for the Form 10-Q, certifying its submission by authorized officers of Dynamix Corporation - The report is signed by Andrea Bernatova, Chief Executive Officer, and Nader Daylami, Chief Financial Officer, on May 14, 2025[167](index=167&type=chunk)[168](index=168&type=chunk)