[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)

Part I [Business](index=7&type=section&id=Item%201.%20Business) Dynamix Corporation is a Cayman Islands-incorporated blank check company aiming to complete a business combination in the energy and power value chain by November 2026 - The company is a **blank check company** formed for the purpose of effecting a business combination with one or more businesses and is considered a **"shell company"** with **no current operations or revenue**[19](index=19&type=chunk) Initial Public Offering and Trust Account Details | Metric | Value | | :--- | :--- | | IPO Gross Proceeds | $166,000,000 | | Private Placement Gross Proceeds | $5,985,000 | | Amount Placed in Trust Account | $166,415,000 | | Transaction Costs | ~$10,605,256 | | Funds in Trust Account (as of Dec 31, 2024) | $167,164,825 | - The company plans to focus its search for a business combination on companies operating in the **energy and power value chain**, including traditional energy sectors (E&P, midstream, oilfield services) and opportunities driven by the surge in power demand from **artificial intelligence (AI)**[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) - The company has until **November 22, 2026**, to complete its initial business combination. The target business must have a fair market value of at least **80%** of the assets held in the trust account[40](index=40&type=chunk)[41](index=41&type=chunk) [Risk Factors](index=15&type=section&id=Item%201A.%20Risk%20Factors) This section details substantial risks of investing in the company's securities, including challenges in business combination, post-combination operations, conflicts of interest, and legal structure [Risks Relating to Search and Consummation of a Business Combination](index=15&type=section&id=Risks%20Relating%20to%20our%20Search%20for%2C%20and%20Consummation%20of%20or%20Inability%20to%20Consummate%2C%20a%20Business%20Combination) This section details risks in finding and executing a business combination, including shareholder redemptions, competition, fixed timelines, and regulatory changes - The ability of public shareholders to **redeem their shares for cash** could make the company's financial condition **unattractive to potential targets**, especially if the deal has a minimum cash requirement[74](index=74&type=chunk) - The requirement to complete a business combination within a **specific timeframe** (the "completion window") may give potential targets **leverage in negotiations** and limit the time available for due diligence[78](index=78&type=chunk) - There is a risk the company may **not complete its initial business combination within the required timeframe**, which would lead to the **redemption of public shares and liquidation** of the company, rendering the **warrants worthless**[82](index=82&type=chunk) - If deemed an **investment company** under the Investment Company Act, the company would face **burdensome compliance requirements and restrictions**, making it difficult to complete a business combination. To mitigate this, the company may liquidate investments in the trust account and hold cash, which would likely result in **lower interest income**[107](index=107&type=chunk)[108](index=108&type=chunk)[113](index=113&type=chunk) [Risks Relating to the Post-Business Combination Company](index=40&type=section&id=Risks%20Relating%20to%20the%20Post-Business%20combination%20Company) This section outlines risks affecting the company post-business combination, including potential write-downs, loss of control, and management's lack of public company experience - The company may be forced to take **significant write-downs, write-offs, or restructuring charges** post-combination if due diligence does not identify all material issues with the target business[166](index=166&type=chunk) - The company may not be able to **maintain control of the target business** after the combination, as its original shareholders could own a minority interest in the post-transaction entity[168](index=168&type=chunk) - The company's ability to assess the target's management may be limited, potentially resulting in a combination with a team that **lacks the skills or qualifications to manage a public company**[170](index=170&type=chunk) [Risks of Acquiring and Operating a Foreign Business](index=43&type=section&id=Risks%20Relating%20to%20Acquiring%20and%20Operating%20a%20Business%20in%20Foreign%20Countries) This subsection discusses additional risks of merging with a non-U.S. entity, such as currency fluctuations, regulatory differences, and adverse tax consequences from reincorporation - If the company combines with a non-U.S. business, it would be subject to additional risks such as **currency fluctuations, tariffs, trade barriers, and unexpected regulatory changes**[175](index=175&type=chunk)[177](index=177&type=chunk) - The company may reincorporate in another jurisdiction in connection with the business combination, which could result in **adverse tax consequences** for shareholders and warrant holders, who may have to recognize taxable income without receiving any cash distributions to pay such taxes[179](index=179&type=chunk)[180](index=180&type=chunk) [Risks Relating to the Sponsor and Management Team](index=47&type=section&id=Risks%20Relating%20to%20our%20Sponsor%20and%20Management%20Team) This part focuses on risks related to the company's sponsor and management, including potential conflicts of interest and misaligned incentives due to their nominal investment in founder shares - The company is dependent on its officers and directors, who are not required to commit a specific amount of time to its affairs and have other business interests, creating potential **conflicts of interest**[193](index=193&type=chunk)[196](index=196&type=chunk) - The sponsor, officers, and directors may have **conflicts of interest** as they could **lose their entire investment** if a business combination is not completed, potentially influencing their selection of a target[142](index=142&type=chunk)[143](index=143&type=chunk) - The sponsor paid a **nominal price of approximately $0.004 per founder share**, meaning they are likely to make a **substantial profit** even if the company's stock price declines significantly after a business combination, creating a **conflict of interest** with public shareholders[199](index=199&type=chunk)[207](index=207&type=chunk) [Risks Relating to Securities](index=50&type=section&id=Risks%20Relating%20to%20our%20Securities) This section details risks specific to the company's publicly traded securities, including potential delisting, limited shareholder rights in the Cayman Islands, and warrant redemption terms - **Public shareholders only have rights to funds in the trust account under limited circumstances**, such as a business combination, liquidation, or certain charter amendments. To liquidate their investment otherwise, they must sell their shares or warrants on the open market, potentially at a loss[203](index=203&type=chunk) - The company's securities could be **delisted from Nasdaq** if it fails to meet continued or initial listing requirements, which would **limit liquidity and trading**[204](index=204&type=chunk) - As a Cayman Islands company, it may be **difficult for investors to enforce judgments from U.S. courts** against the company or its directors and officers. The rights of shareholders under Cayman Islands law differ from those in the U.S[208](index=208&type=chunk)[209](index=209&type=chunk)[210](index=210&type=chunk) - The company can **redeem outstanding warrants for $0.01 each** if the Class A ordinary share price equals or exceeds **$18.00** for a specified period, which could force holders to exercise or sell their warrants at a **disadvantageous time**[225](index=225&type=chunk) [General Risk Factors](index=58&type=section&id=General%20Risk%20Factors) This subsection covers broader risks, such as the company's blank check status, potential PFIC classification, and reduced disclosure standards as an emerging growth company - The company is a **blank check company** with **no operating history or revenues**, providing no basis for investors to evaluate its ability to achieve its business objective[240](index=240&type=chunk) - The company may be classified as a **Passive Foreign Investment Company (PFIC)**, which could result in **adverse U.S. federal income tax consequences** for U.S. investors[243](index=243&type=chunk) - As an **"emerging growth company"** and a **"smaller reporting company,"** the company is **eligible for certain exemptions from standard public company disclosure requirements**, which could make its securities **less attractive to some investors**[248](index=248&type=chunk)[251](index=251&type=chunk) [Unresolved Staff Comments](index=62&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the Securities and Exchange Commission - **None**[257](index=257&type=chunk) [Properties](index=62&type=section&id=Item%202.%20Properties) The company operates as a remote-first entity without physical office properties, with its official address in Houston, Texas - The company is a remote-first company and **does not own or lease any physical properties**[259](index=259&type=chunk) [Legal Proceedings](index=62&type=section&id=Item%203.%20Legal%20Proceedings) The company is not a party to any material pending legal proceedings - The company is **not currently involved in any material legal proceedings**[260](index=260&type=chunk) [Mine Safety Disclosures](index=62&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's business - **None**[261](index=261&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=63&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) This section provides information on the company's Nasdaq-traded securities, dividend policy, and the use of IPO proceeds placed in the trust account Market Information | Security | Trading Symbol | | :--- | :--- | | Units | DYNXU | | Class A ordinary shares | DYNX | | Warrants | DYNXW | - The company has **never paid cash dividends** and **does not plan to do so prior to completing its initial business combination**[264](index=264&type=chunk) - From the IPO and private placement, a **total of $166,415,000 was placed in the trust account**. **Transaction costs amounted to approximately $10.6 million**, including $6.64 million in **deferred underwriting fees**[269](index=269&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=64&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) This MD&A details the company's financial status as a blank check company, reporting a net loss of $135,571 for the period, with liquidity primarily held in the trust account for a future business combination Results of Operations (Inception to Dec 31, 2024) | Item | Amount | | :--- | :--- | | General and administrative expenses | $375,613 | | Dividends earned on investments in Trust Account | $749,825 | | Change in fair value of warrant liabilities | ($415,000) | | **Net Loss** | **($135,571)** | Liquidity and Capital Resources (as of Dec 31, 2024) | Item | Amount | | :--- | :--- | | Cash held outside of trust account | $1,543,566 | | Cash and marketable securities in trust account | $167,164,825 | - The sponsor may provide working capital loans up to **$1.5 million**, which may be convertible into private placement warrants at **$1.00** per warrant upon completion of a business combination[285](index=285&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=67&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk.) As a smaller reporting company, the company is not required to provide the information for this item - The company is **not required to provide this information** as it **qualifies as a smaller reporting company**[296](index=296&type=chunk) [Financial Statements and Supplementary Data](index=67&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data.) This section refers to the full financial statements and supplementary data, which are included at the end of the report, starting on page F-1 - The company's **financial statements are located after Item 15 of the report**[297](index=297&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=67&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on any matter of accounting principles or practices, or financial statement disclosure - **None**[298](index=298&type=chunk) [Controls and Procedures](index=68&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of December 31, 2024, with no material changes reported - Management concluded that the company's **disclosure controls and procedures were effective** as of December 31, 2024[299](index=299&type=chunk) - A **management report on internal controls over financial reporting is not included** due to the **transition period for newly public companies**[301](index=301&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=69&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section provides biographical information for directors and executive officers, details board structure, Code of Ethics, and discusses potential conflicts of interest Directors and Executive Officers | Name | Title | | :--- | :--- | | Andrea Bernatova | Chief Executive Officer and Chairman | | Nader Daylami | Chief Financial Officer | | Diaco Aviki | Director | | Tyler Crabtree | Director | | Lynn A. Peterson | Director | | Philip Rajan | Vice President, M&A and Strategy | - The board has two standing committees: an audit committee and a compensation committee. The audit committee consists of three independent directors: Tyler Crabtree (chairman), Diaco Aviki, and Lynn A. Peterson[315](index=315&type=chunk)[316](index=316&type=chunk) - The company has adopted a Code of Ethics applicable to all directors, officers, and employees[324](index=324&type=chunk) - Potential **conflicts of interest** are disclosed, noting that officers and directors have fiduciary duties to other entities and are not required to commit their full time to the company's affairs[327](index=327&type=chunk)[332](index=332&type=chunk) [Executive Compensation](index=79&type=section&id=Item%2011.%20Executive%20Compensation) The company's executive officers and directors have not received cash compensation, with their compensation indirect through sponsor ownership interests and administrative reimbursements - **No executive officers or directors have received any cash compensation** for services rendered to the company[342](index=342&type=chunk) - Certain directors and an officer received **membership interests in the sponsor, representing an aggregate of 100,000 founder shares**, for their services[346](index=346&type=chunk)[357](index=357&type=chunk) - The company **reimburses Volta, an affiliate of the sponsor, $30,000 per month** for utilities and administrative support[348](index=348&type=chunk)[362](index=362&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=79&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Shareholder%20Matters) This section details beneficial ownership, with the sponsor owning 100% of Class B founder shares, representing 25% of total voting control, and lists key external investment funds Beneficial Ownership of Founder Shares (Class B) | Name of Beneficial Owner | Number of Shares | Percentage of Class | | :--- | :--- | :--- | | DynamixCore Holdings, LLC | 5,533,333 | 100% | | Andrea Bernatova | 5,533,333 | 100% | | All officers and directors as a group | 5,533,333 | 100% | - The **sponsor's ownership of 100% of the Class B founder shares gives it 25% of the total voting control** of the company[351](index=351&type=chunk)[353](index=353&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=82&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) This section outlines related party transactions, including founder share sales, private placement warrants, administrative service agreements, and identifies independent directors - The **sponsor purchased 5,533,333 founder shares for an aggregate price of $25,000**[357](index=357&type=chunk) - The **sponsor and underwriters purchased an aggregate of 5,985,000 private placement warrants at a price of $1.00 per warrant**[358](index=358&type=chunk) - The company has an **agreement to pay an affiliate of the sponsor $30,000 per month** for administrative support services[362](index=362&type=chunk) - The board of directors has determined that **Diaco Aviki, Tyler Crabtree, and Lynn A. Peterson are independent directors**[370](index=370&type=chunk) [Principal Accountant Fees and Services](index=85&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The company's independent accounting firm is WithumSmith+Brown, PC, with total audit fees of $113,360 for the period, and all services pre-approved by the audit committee Accountant Fees (Inception to Dec 31, 2024) | Fee Category | Amount | | :--- | :--- | | Audit Fees | $113,360 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | Part IV [Exhibits, Financial Statements Schedules](index=86&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statements%20Schedules) This section lists documents filed as part of the Annual Report, including financial statements and various key legal and financial exhibits - The **financial statements are indexed and begin on page F-1** of the report[376](index=376&type=chunk) - **Key legal and financial documents**, including the Warrant Agreement, Registration Rights Agreement, and various Private Placement Purchase Agreements, are **filed as exhibits**[378](index=378&type=chunk) [Form 10-K Summary](index=87&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable to the company - **Not applicable**[379](index=379&type=chunk) Financial Statements [Financial Statements](index=91&type=section&id=Financial%20Statements) The audited financial statements for the period from inception to December 31, 2024, show total assets of $168.7 million, total liabilities of $9.1 million, and a net loss of $135,571 Balance Sheet Summary (as of Dec 31, 2024) | Category | Amount | | :--- | :--- | | **Assets** | | | Cash and cash equivalents | $1,543,566 | | Investments held in Trust Account | $167,164,825 | | **Total Assets** | **$168,710,028** | | **Liabilities & Equity** | | | Total Liabilities | $9,144,979 | | Class A ordinary shares subject to possible redemption | $167,164,825 | | Total Shareholders' Deficit | ($7,599,776) | | **Total Liabilities, Redeemable Shares, and Deficit** | **$168,710,028** | Statement of Operations Summary (Inception to Dec 31, 2024) | Category | Amount | | :--- | :--- | | Loss from operations | ($375,613) | | Total other income, net | $240,042 | | **Net loss** | **($135,571)** | [Notes to Financial Statements](index=95&type=section&id=Notes%20to%20Financial%20Statements) The notes provide detailed context for the financial statements, outlining the company's formation, IPO terms, accounting policies, related party transactions, and fair value measurements - The company **must complete its initial Business Combination within 24 months** from the closing of the Initial Public Offering (by **November 2026**)[412](index=412&type=chunk) - **Public Warrants are accounted for as liabilities and measured at fair value**, while **Private Placement Warrants are classified under equity**[439](index=439&type=chunk) - On June 18, 2024, the **Sponsor acquired 5,750,000 founder shares for a capital contribution of $25,000**[460](index=460&type=chunk) - The company has an **agreement to pay an affiliate of the Sponsor $30,000 per month for administrative services**, **commencing November 21, 2024**[466](index=466&type=chunk)