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Current Report · Items 1.01, 1.02, 9.01 · 8-K

Dynamix Corporation

Entry into a Material Definitive Agreement · Termination of a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On April 8, 2026 (the “Effective Date”), Dynamix Corporation, a Cayman Islands exempted company (“Dynamix”), The Ether Machine, Inc., a Delaware corporation (“Pubco”), ETH SPAC Merger Sub Ltd., a Cayman Islands exempted company (“SPAC Merger Sub”), The Ether Reserve LLC, a Delaware limited liability company (the “Company”), Ethos Sub 1, Inc.,…

Filed Apr 10, 2026Accepted Apr 10, 2026, 4:05 PM EDTCIK 2028699Accession 0001213900-26-042469
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Company context

Dynamix Corporation (“Dynamix”) is a special purpose acquisition company incorporated under the laws of Cayman Islands for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Dynamix is led by the following seasoned investors and industry executives: Andrea “Andrejka” Bernatova, Chief Executive Officer and Chairman, Nader Daylami, Chief Financial Officer, Philip Rajan, Vice President of M&A and Strategy and board members, Lynn A. Peterson, Diaco Aviki and Tyler Crabtree. Additionally, Ralph Alexander, Joe Gatto, Peter Gross, Jimmy Henderson, Tommy Stone, and Steve Webster served as Advisors to Dynamix. Dynamix maintains a corporate website at https://dynamix-corp.com.

Current securities

Historical securities (6)

Recent company filings

  1. SCHEDULE 13G/A filingAug 14, 2026
  2. SCHEDULE 13G/A filingAug 14, 2026
  3. 10-Q filingAug 13, 2026
  4. SCHEDULE 13D filingJul 28, 2026
  5. SCHEDULE 13G - filed by Pantera Capital Partners LP regarding Dynamix CorpMay 15, 2026

Disclosure sections

Items 1.01, 1.02, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement. On April 8, 2026 (the “Effective Date”), Dynamix Corporation, a Cayman Islands exempted company (“Dynamix”), The Ether Machine, Inc., a Delaware corporation (“Pubco”), ETH SPAC Merger Sub Ltd., a Cayman Islands exempted company (“SPAC Merger Sub”), The Ether Reserve LLC, a Delaware limited liability company (the “Company”), Ethos Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of SPAC (“SPAC Subsidiary A”), Ethos Sub 2, Inc., a Delaware corporation and a wholly owned subsidiary of SPAC Subsidiary A (“SPAC Subsidiary B”), Ethos Sub 3, Inc., a Delaware corporation and a wholly owned subsidiary of SPAC Subsidiary B (“Company Merger Sub” and, together with SPAC Subsidiary A and SPAC Subsidiary B, the “SPAC Subsidiaries” and each, a “SPAC Subsidiary”), ETH Partners LLC, a Delaware limited liability company (the “Seller”), DynamixCore Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and the party named on Annex A thereto (the “Payor”), entered into a Termination Agreement (the “Termination Agreement”), pursuant to which the parties agreed to mutually terminate (i) the Business Combination Agreement, dated as of July 21, 2025, by and among Dynamix, Pubco, SPAC Merger Sub, the Company, the SPAC Subsidiaries and the Seller (the “Business Combination Agreement”) pursuant to Section 10.1(a) thereof (other than certain customary limited provisions that survive the termination pursuant to the terms of the Business Combination Agreement), and (ii) the Sponsor Support Agreement, dated as of July 21, 2025, by and among the Sponsor, Dynamix and Pubco (the “Sponsor Support Agreement”), in each case pursuant to the terms of the Termination Agreement. By virtue of the termination of the Business Combination Agreement, the ETHM Subscription Agreements and the Contribution Agreement (each as defined in the Business Combination Agreement) terminated in accordance with their terms. Pursuant to the Termination Agreement, the Payor is required to pay Dynamix $50,000,000 within 15 days of the Effective Date. The Termination Agreement contains mutual releases by all parties, for all claims known and unknown, relating and arising out of, or relating to, among other things, the Business Combination Agreement. The Termination Agreement also contains a covenant not to sue, a mutual non-disparagement agreement, and other customary terms. The Termination Agreement further provides that the Payor will indemnify Dynamix, the Sponsor and their affiliates and the Berns Parties (as defined in the Termination Agreement) for certain losses arising out of or caused by or based upon certain actions brought by any ETHM Investor (as defined in the Business Combination Agreement) other than an ETHM Investor that is a SPAC Releasing Party (as defined in the Termination Agreement) and that Dynamix will indemnify Pubco, the Company, the Seller, the Payor and their affiliates and the Berns Parties for certain losses arising out of or caused by or based upon certain actions brought by any Dynamix shareholder, in their capacity as a shareholder, who is not an ETHM Investor. The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Termination Agreement, a copy of which is filed herewith and incorporated by reference herein and made a part hereof. Dynamix’s amended and restated memorandum and articles of association provide that it has until November 22, 2026 to complete its initial business combination. As disclosed in the final prospectus relating to Dynamix’s initial public offering, filed on November 21, 2024 and subsequent filings with the Securities and Exchange Commission, if Dynamix has not completed its initial business combination within such time period, it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses) and not previously released to it pursuant to permitted withdrawals, divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and Dynamix’s officers and directors have entered into a letter agreement with Dynamix, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if Dynamix fails to complete its initial business combination within the completion window, although they will be entitled to liquidating distributions from assets outside the trust account, which would include any portion of the payments received pursuant to the Termination Agreement that have not been used to pay Dynamix’s expenses.
Item 1.02Item 1.02 - Termination of Material Agreement
Item 1.02. Termination of a Material Definitive Agreement. The information contained in Item 1.01 of this Current Report on Form 8-K with respect to the termination of the Business Combination Agreement, the Sponsor Support Agreement, and the ETHM Subscription Agreements is incorporated by reference herein and made a part hereof.