Dynamix(DYNXU)
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Dynamix(DYNXU) - Prospectus
2026-02-17 22:17
As filed with the U.S. Securities and Exchange Commission on February 17, 2026. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________________ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________________________ Dynamix Corporation IV 9 Floor, 60 Nexus Way Camana Bay Grand Cayman KY1-1104 Tel.: (345) 949-4900 Vinson & Elkins L.L.P. 845 Texas Avenue, Suite 4700 Houston, TX 77002 United States Tel: (713) 7 ...
Dynamix Corporation(DYNXU) - 2025 Q3 - Quarterly Report
2025-11-06 22:08
Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of $15,433,911, primarily due to a change in fair value of warrant liabilities amounting to $14,278,490 and general and administrative expenses of $2,940,901[151]. - For the nine months ended September 30, 2025, the company had a net loss of $14,649,991, which included a change in fair value of warrant liabilities of $15,355,000 and general and administrative expenses of $4,675,665[152]. - For the period from June 13, 2024, to September 30, 2024, the net loss was $52,461, influenced by formation costs of $16,241 and operating costs of $15,420[161]. Capital and Funding - The company generated gross proceeds of $166,000,000 from the initial public offering of 16,600,000 Units at $10.00 per Unit, along with an additional $5,985,000 from the sale of 5,985,000 private placement warrants[156]. - A total of $166,415,000 was placed in the trust account following the initial public offering and related transactions, with $10,605,256 incurred in offering-related costs[157]. - The company may receive loans up to $1,500,000 from sponsors or affiliates, which can be converted into private placement warrants at $1.00 per warrant[164]. Operating Activities - The company has incurred net cash used in operating activities of $1,607,589 for the nine months ended September 30, 2025[160]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its initial business combination[150]. - The company held $482,352 in cash outside the trust account as of September 30, 2025, primarily for evaluating target businesses and due diligence[163]. Business Combination and Future Plans - The company expects to continue incurring significant costs in pursuit of its acquisition plans, with no assurance of successful completion of a business combination[138]. - The company has a working capital deficit and significant future costs, raising doubts about its ability to continue as a going concern within one year[167]. - The company has an agreement to pay $30,000 per month for office space and related services starting November 21, 2024, until a business combination is completed[169]. Regulatory and Compliance - The company announced a change of ticker symbols for its Class A ordinary shares, units, and public warrants from "DYNX," "DYNXU," and "DYNXW" to "ETHM," "ETHMU," and "ETHMW," respectively[141]. - A registration rights agreement allows holders of certain securities to demand registration, with specific conditions regarding the lockup period[173]. - The company is evaluating the impact of adopting ASU 2024-03, which requires additional disclosures about expense categories starting in fiscal years after December 15, 2026[175]. Advisory and Service Costs - The company has paid $178,742 and $546,375 to the service provider for advisory services for the three and nine months ended September 30, 2025, respectively[159]. - The underwriters from the initial public offering are entitled to a cash underwriting fee of $3,320,000, with a deferred fee payable upon the completion of the initial business combination[172]. Financial Position - As of September 30, 2025, the company had $171,904,018 in mutual funds primarily invested in money market funds held in the trust account, intended for the initial business combination[162]. - There are no off-balance sheet arrangements as of September 30, 2025, and no long-term debt or capital lease obligations[168].
Dynamix Corporation(DYNXU) - 2025 Q2 - Quarterly Report
2025-08-13 20:05
Financial Performance - For the three months ended June 30, 2025, the company reported a net loss of $248,730, with dividends earned on investments held in the trust account amounting to $1,758,009[139] - For the six months ended June 30, 2025, the company achieved a net income of $783,920, driven by dividends of $3,507,375 and a change in fair value of the over-allotment liability of $64,371[140] Trust Account and Investments - As of June 30, 2025, the company had $170,304,723 in mutual funds primarily invested in money market funds held in the trust account[149] - The company intends to use substantially all funds held in the trust account to complete its initial business combination and may withdraw earnings to pay taxes[149] Initial Public Offering - The company completed its initial public offering on November 22, 2024, raising gross proceeds of $166,000,000 from the sale of 16,600,000 units at $10.00 per unit[143] - The company incurred $10,605,256 in initial public offering-related costs, including $3,320,000 in cash underwriting fees and $6,640,000 in deferred underwriting fees[144] Advisory Services and Costs - The company has entered into an advisory services agreement with Volta Tread LLC, with fees paid amounting to $177,718 for the three months and $367,633 for the six months ended June 30, 2025[146] - The company expects to continue incurring significant costs in pursuit of its acquisition plans, raising concerns about its ability to continue as a going concern within one year after the issuance of its financial statements[153] Financial Position and Obligations - As of June 30, 2025, the company had cash of $1,040,643 held outside of the trust account, intended for evaluating target businesses and due diligence[150] - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2025, and has a monthly obligation of $30,000 for office space and administrative support[154][155] Regulatory and Reporting Status - Management does not believe that any recently issued accounting standards would materially affect the Company's financial statements[165] - The Company is classified as a smaller reporting company under Rule 12b-2 of the Exchange Act[165] - The Company is not required to provide additional market risk disclosures due to its reporting status[165]
Dynamix Corporation(DYNXU) - 2025 Q1 - Quarterly Report
2025-05-14 20:01
Financial Performance - For the three months ended March 31, 2025, the company reported a net income of $1,032,650, driven by dividends earned on investments held in the trust account of $1,749,366[129]. - For the three months ended March 31, 2025, net cash used in operating activities was $504,051, with net income affected by changes in fair value of warrant liabilities and dividends earned[135]. Initial Public Offering (IPO) - The company completed its initial public offering on November 22, 2024, raising gross proceeds of $166,000,000 from the sale of 16,600,000 Units at $10.00 per Unit[131]. - Following the IPO and the sale of private placement warrants, a total of $166,415,000 was placed in the trust account, after incurring $10,605,256 in related costs[132]. Trust Account and Investments - As of March 31, 2025, the company held $168,724,276 in mutual funds primarily invested in money market funds within the trust account[136]. - The company may withdraw interest earned in the trust account to fund working capital requirements, subject to an annual limit of 10% of interest earned[133]. Cash and Financing - The company had cash of $1,229,430 held outside the trust account, intended for identifying and evaluating target businesses[137]. - The company does not anticipate needing to raise additional funds for operating expenditures but may require additional financing for business combinations[139]. Advisory Services and Expenses - The company has entered into an advisory services agreement with Volta Tread LLC, incurring $189,915 in fees for the three months ended March 31, 2025[134]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2025, and has a monthly obligation of $30,000 for office space and administrative support[140][141].
Dynamix Corporation(DYNXU) - 2024 Q4 - Annual Report
2025-03-20 00:34
IPO and Financial Proceeds - The company completed its initial public offering on November 22, 2024, raising gross proceeds of $166 million from the sale of 16,600,000 units at an offering price of $10.00 per unit[21]. - A total of $166,415,000 of the net proceeds from the initial public offering and private placement were placed in a trust account, with transaction costs amounting to approximately $10,605,256[23]. - As of December 31, 2024, funds held in the trust account equaled $167,164,825, which may be used for identifying and evaluating target businesses[24]. - The anticipated cash amount in the trust account is expected to be $10.025 per public share at the time of the initial business combination[43]. - If the initial business combination is not completed within the designated timeframe, the company will redeem public shares at a price equal to the amount in the trust account, including interest earned[47]. - The company has until November 22, 2026, to complete its initial business combination[41]. Business Strategy and Focus - The company plans to focus on business combinations in the energy and power sector, particularly in traditional energy and AI-related power opportunities[29][31]. - The management team aims to leverage their extensive expertise and networks to identify high-growth businesses within the energy and power sectors[32][33]. - The company intends to target business combinations across the United States and global markets, including Canada, Mexico, Europe, and South America[34]. - The integration of artificial intelligence across industries is expected to drive a surge in power demand, presenting acquisition opportunities for the company[30]. - The company anticipates sourcing target business candidates from various unaffiliated sources, including investment bankers and private investment funds[26]. - The company may engage finders to identify potential transactions that may not otherwise be available, with fees typically tied to the completion of a transaction[27]. - The company is not prohibited from pursuing business combinations with companies affiliated with its sponsor or management, provided an independent valuation opinion is obtained[28]. - The company anticipates substantial growth opportunities following a business combination, driven by favorable sector dynamics and large unmet demand, which may lead to organic growth and additional acquisition opportunities[39]. Business Combination Requirements - The initial business combination must have an aggregate fair market value of at least 80% of the assets held in the trust account, excluding deferred underwriting commissions and taxes[40]. - The company aims to structure the initial business combination so that the post-transaction entity will own or acquire 100% of the equity interests or assets of the target business[41]. - Shareholders may be restricted from redeeming more than 15% of the shares sold in the initial public offering without prior consent, to prevent large block accumulations[45]. Regulatory and Compliance Matters - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[52]. - The company has received a tax exemption undertaking from the Cayman Islands government for a period of 30 years, exempting it from certain taxes on profits and income[51]. - The company will not restrict shareholders' ability to vote on the initial business combination, even if they are limited in their redemption rights[46]. - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[61]. - The company is also a "smaller reporting company," which allows it to provide only two years of audited financial statements[66]. - The company may face competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[56]. - The company will evaluate its internal control procedures for the fiscal year ending December 31, 2025, as required by the Sarbanes-Oxley Act[63]. - The company may not be able to acquire a proposed target business if it cannot provide financial statements in accordance with federal proxy rules[62]. - The company intends to take advantage of the extended transition period for complying with new accounting standards as an "emerging growth company"[65]. Management and Operational Support - The company has two officers, Andrea Bernatova and Nader Daylami, who will devote time as necessary until the initial business combination is completed[59]. - The company will reimburse Volta Tread LLC $30,000 per month for utilities and administrative support until the completion of its initial business combination[57].