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)