Dynamix Corp III 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our chief executive officer and chief financial officer (our “certifying officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our certifying officers concluded that, as of December 31, 2025, our disclosure controls and procedures were effective. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Report on Internal Controls Over Financial Reporting This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 51 PART III Item 10. Directors, Executive Officers and Corporate Governance Directors and Executive Officers Our directors and officers are as follows: Name Age Title Andrea Bernatova 44 Chief Executive Officer and Chairman Nader Daylami 37 Chief Financial Officer Diaco Aviki 52 Director Tyler Crabtree 49 Director James Henderson 61 Director Philip Rajan 41 Vice President, M&A and Strategy Andrea “Andrejka” Bernatova serves as our Chief Executive Officer and as a member of the board of directors. She currently serves as a director at Salt Creek Midstream LLC, a midstream services provider. Additionally, she currently serves as Chief Executive Officer of Dynamix Corporation II, a special purpose acquisition company, which completed its $166.0 million initial public offering in November 2024. Ms. Bernatova was the Chief Executive Officer of ESGEN, a SPAC formed in 2021. ESGEN merged with Sunergy Renewables, LLC, a provider of residential solar energy systems, other energy efficient equipment and related services, in March 2024 and was renamed Zeo Energy Corp. Ms. Bernatova served as the CFO and Senior Advisor of Enchanted Rock Energy, a resiliency microgrid company from 2019 to 2021. From 2018 to 2019, she was the CFO of Goodnight Midstream, one of the largest midstream water infrastructure companies in the U.S. Prior to Goodnight, Ms. Bernatova was the co-founder, EVP and CFO of Core Midstream, a venture infrastructure platform, from 2016 to 2018. Ms. Bernatova started her corporate career as the Vice President of Finance and Investor Relations at PennTex Midstream Partners (NA: PTXP) from 2014 to 2016. At PennTex, she was part of the management team which started the company, grew the platform significantly ultimately leading to an initial public offering in 2015 and successfully exited the company via a sale to Energy Transfer Partners, L.P. (NYSE: ET) and Eagle Claw Midstream in 2016. Prior to her corporate and entrepreneurial experiences, Ms. Bernatova was an investment banker at Morgan Stanley and Credit Suisse in New York and Houston and served in investment roles at The Blackstone Group in New York and at Mubadala Development Company, ~$250B Abu Dhabi investment fund, based in the United Arab Emirates, where she focused primarily on transactions in the renewable sector under the partnership with Masdar. Ms. Bernatova received her A.B. in Government from Harvard University with a Citation in Spanish. We believe Ms. Bernatova’s extensive knowledge of the energy industry, as well as her substantial business, leadership and management experience, brings important and valuable skills to our board of directors. Nader Daylami serves as our Chief Financial Officer. He currently serves as a director at CarbonPath, Inc. (“ CarbonPath ”), a company offering industrial credit solutions to mitigate greenhouse gas emissions within the energy and industrial sectors. Additionally, he currently serves as Chief Financial Officer of Dynamix II, a special purpose acquisition company, which completed its $166.0 million initial public offering in November 2024. Mr. Daylami was the Chief Financial Officer of ESGEN, a SPAC formed in 2021. ESGEN merged with Sunergy Renewables, LLC, a provider of residential solar energy systems, other energy efficient equipment and related services, in March 2024 and was renamed Zeo Energy Corp. Prior to ESGEN, Mr. Daylami served as the Executive Vice President, Finance & Business Development, of Bruin E&P Partners, LLC (“ Bruin ”), a North American focused upstream oil and gas operator with over 400 operated wells in North Dakota. Mr. Daylami was part of the management team that founded Bruin in 2015, joining as Director of Finance. At Bruin, he and the management team grew the company significantly via acquisition and organic growth ultimately leading to an exit via a sale to Enerplus Corporation (NYSE: ERF) in 2021. Prior to his time at Bruin, Mr. Daylami served in multiple strategic and commercial roles at Ursa Resources Group II LLC, an upstream oil and gas company focused on oil exploration in the East Texas Eagle Ford shale and natural gas production in western Colorado. Mr. Daylami began his career as an investment banker at Morgan Stanley focused on mergers and acquisitions and capital markets in the energy sector. Mr. Daylami holds bachelor’s degrees in Economics & Mathematics from the University of California, San Diego. 52 Diaco Aviki serves as a member of the board of directors. Additionally, he currently serves as a member of the board of directors of Dynamix II, a special purpose acquisition company, which completed its $166.0 million initial public offering in November 2024. Mr. Aviki is currently President and the Chief Executive Officer of Woodway Energy Infrastructure. He was previously the President, Chief Executive Officer and a board member of BayoTech, Inc. Mr. Aviki joined Crestwood Midstream Partners LP (“ Crestwood ”) in 2017 as Chief Operating Officer, Business Development and Commercial Operations for the Gathering and Processing Division, located in Houston, Texas. In this role, Mr. Aviki led Crestwood’s gathering and processing business development activities and strategy development. Crestwood was sold to Energy Transfer LP at a valuation of $7.1 billion in November 2023. Mr. Aviki began his career with ExxonMobil Corporation (“ ExxonMobil ”) in 1995, where he held various domestic and international positions in their downstream, chemicals, and gas marketing business units. Mr. Aviki led the ExxonMobil gas marketing team involved with the commissioning of the ExxonMobil Golden Pass LNG Terminal where it successfully completed a re-gassified LNG send-out (a process of sending LNG at high-pressure to an onshore pipeline) prior to joining BHP Group Limited (“ BHP ”). At BHP, Mr. Aviki initially served as the Atlantic Basin Marketing Manager, integrating the shale acquisitions from Petrohawk Energy Corporation and Chesapeake Energy Corporation. Prior to joining Crestwood, Mr. Aviki served as the President of various midstream assets at BHP and led their commercial efforts. Mr. Aviki has a B.S. in Chemical Engineering from Auburn University and has an M.B.A. in Finance from the University of Texas. He is an advisory board member for the Engineering College and Chemical Engineering Department at Auburn University. We believe Mr. Aviki’s years of experience and first-hand knowledge of the energy industry qualify him to bring valuable and needed skills to our board of directors. Tyler Crabtree serves as a member of the board of directors and chairman of the audit committee. Additionally, he currently serves as a member of the board of directors of Dynamix II, a special purpose acquisition company, which completed its $166.0 million initial public offering in November 2024. Mr. Crabtree has more than 25 years of experience in finance, investments and operations primarily focused on energy and commodities industries. He currently is the CEO of CarbonPath, a company offering industrial credit solutions to mitigate greenhouse gas emissions within the energy and industrial sectors. Prior to forming CarbonPath, he launched, grew and sold Bruin, a North American focused upstream oil and gas operator with over 400 operated wells in North Dakota between 2015-2021, where he served on the executive team as Chief Financial Officer. At Bruin, he was responsible for all aspects of finance and accounting including business strategy and planning, financial modelling and reporting, capital raising, midstream commercial operations, insurance, and commodity and interest rate risk management. Prior to Bruin, Mr. Crabtree served as CFO of Ursa Resources Group II LLC, an upstream oil and gas company focused on oil exploration in the East Texas Eagle Ford shale and natural gas production in western Colorado, from 2010 until 2015. Before his time in leadership at Ursa, Mr. Crabtree worked at Denham Capital, an energy and commodity focused private equity firm, where he focused on energy services, commodity processing and midstream investments. He began his energy career as an associate at El Paso Corporation in 2001 before joining Jefferies, Randall & Dewey Ltd as an investment banker in 2004. During that time, he worked on the San Fernando Pipeline JV between Petroleos Mexicanos and El Paso Corporation and on numerous power investments in Alberta Canada. Mr. Crabtree holds a bachelor’s degree in History of Science from Princeton University. We believe Mr. Crabtree’s extensive experience in the energy industry, as well as his past executive leadership and management roles, brings valuable skills to our board of directors. James “Jimmy” Henderson serves as a member of the board of directors. Mr. Henderson has served as Chief Financial Officer of Vitesse Energy, Inc. (NYSE: VTS) (“Vitesse Energy”) since September 1, 2023, and, as such, is responsible for all financial aspects of the company. Mr. Henderson brings over 30 years of management, financial and accounting experience in the oil and gas industry. Most recently, he was Executive Vice President Finance and CFO of Whiting Petroleum Corporation (“Whiting Petroleum”) upon its exit from bankruptcy in September 2020 until its merger with Oasis Petroleum Inc. in July 2022, forming Chord Energy Corporation. Previously, Mr. Henderson served in the same role at SRC Energy Inc. and Kodiak Oil & Gas Corp, growing each entity through acquisitions and capital investments. His tenure at these companies culminated in their respective mergers with PDC Energy, Inc. (now Chevron Corporation) and Whiting Petroleum. Cumulatively, Mr. Henderson was instrumental in public market capital raises of over $3.5 billion and oil and gas acquisitions exceeding $3.0 billion in transaction value. Prior to these executive positions, Mr. Henderson was employed in roles of increasing responsibility at Western Gas Resources, Inc., Aspect Energy, LLC and Pennzoil Company. Mr. Henderson received his B.B.A. in Accounting from Texas Tech University and his M.B.A. from Regis University. We believe Mr. Henderson’s deep energy industry experience and history of executive leadership contribute important skills and perspective to our board of directors. Philip Rajan has served as our Vice President of M&A and Strategy since the commencement of the trading of our Units on the Nasdaq. He also currently serves as Executive Vice President of M&A and Strategy of Dynamix II, a special purpose acquisition company, which completed its $166.0 million initial public offering in November 2024. Mr. Rajan was a Senior Vice President at Intrepid Financial Partners, a leading energy merchant bank (“ Intrepid ”), from October 2021 to May 2023. Prior to Intrepid, Mr. Rajan was a Vice President at Credit Suisse from August 2015 to September 2021, where he focused on advising Upstream and Oilfield Service clients on a range of strategic advisory, M&A, and capital markets transactions. Before that, Mr. Rajan held roles in the energy groups of KeyBanc Capital Markets and Duff & Phelps, where he began his career. In total, Mr. Rajan has over 15 years of experience and has advised and managed over 35 transactions for an aggregate deal value of over $75 billion. Mr. Rajan holds a bachelor’s degree in Finance from the University of Texas at Austin and is also a CFA charter holder. 53 Number and Terms of Office of Officers and Directors Our board of directors consists of five members. Prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing our Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our public shares will not be entitled to vote on such matters during such time. These provisions of our amended and restated memorandum and articles of association relating to these rights of holders of Class B ordinary shares may be amended by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association. Committees of the Board of Directors Our board of directors has two standing committees: an audit committee and a compensation committee. The rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that has been approved by our board and has the composition and responsibilities described below. The charter of each committee is available on our website. Audit Committee Tyler Crabtree, Diaco Aviki and James Henderson serve as the members of our audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Tyler Crabtree, Diaco Aviki and James Henderson are each independent. Tyler Crabtree serves as the chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We have adopted an audit committee charter, which details the principal functions of the audit committee, including: ● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; 54 ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee The members of our compensation committee are James Henderson and Diaco Aviki, who serves as chair of the compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent. James Henderson and Diaco Aviki are each independent. We have adopted a compensation committee charter, which will detail the principal functions of the compensation committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation; ● reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Nominating and Corporate Governance Committee We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Diaco Aviki, Tyler Crabtree and James Henderson. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. 55 Compensation Committee Interlocks and Insider Participation None of our executive officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors. Code of Ethics We have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics as an exhibit to this Annual Report. Our Code of Ethics is also posted on our website located at https://dynamix3.dynamix-corp.com . If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver in a Current Report on Form 8-K. Insider Trading Policy Our Code of Ethics includes insider trading policy and procedures governing the purchase, sale, and other transactions in our Company’s securities by the Company’s directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations and Nasdaq listing standards. Conflicts of Interest Under Cayman Islands law, directors and officers owe the following fiduciary duties: ● duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; ● duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; ● duty to not improperly fetter the exercise of future discretion; ● duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders; ● duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and ● duty to exercise independent judgment. In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience of that director. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the Company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination, because the entities to which our officers and directors owe fiduciary duties or contractual obligations (as described below) are not themselves in the business of engaging in business combinations. 56 Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations Individual (1) Entity Entity’s Business Affiliation Andrea Bernatova Salt Creek Midstream LLC Oil & Gas (Midstream) Director Regenerate Technology Global, Inc. Battery Technology Director Dynamix Corporation Special purpose acquisition company Chief Executive Officer and Chairman DynamixCore Holdings, LLC Holding company Managing Member Nader Daylami CarbonPath, Inc. Software (Greenhouse gas emissions) Director Dynamix Corporation Special purpose acquisition company Chief Financial Officer Diaco Aviki Woodway Energy Infrastructure Oil & Gas President and Chief Executive Officer Dynamix Corporation Special purpose acquisition company Director Tyler Crabtree CarbonPath, Inc. Software (Greenhouse gas emissions) Chief Executive Officer Dynamix Corporation Special purpose acquisition company Director James Henderson Vitesse Energy, Inc. Oil & Gas (Upstream) Chief Financial Officer Philip Rajan Thornhill Oaks Capital LLC Financial Services Managing Member Dynamix Corporation Special purpose acquisition company Vice President of M&A and Strategy (1) Each individual listed has a fiduciary duty with respect to each of the listed entities opposite from his/her name. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Potential investors should also be aware of the following other potential conflicts of interest: ● Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. 57 ● Our initial shareholders purchased founder shares prior to the closing of our initial public offering and purchased private placement warrants in a transaction that closed simultaneously with the closing of our initial public offering. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame, although they will be entitled to liquidating distributions from assets outside the trust account. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lockup. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and directors will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. ● Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. ● Our sponsor paid only a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.004 per share. Accordingly, our management team, which owns interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares. ● Our sponsor agreed to loan us up to $300,000 to be used for a portion of the expenses of our initial public offering. In the event our sponsor or members of our management team provide additional loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination. ● Our officers, independent directors, advisors or their affiliates may be paid consulting, success, or finder fees upon the successful completion of our initial business combination. ● In the event that we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors (or their respective affiliates or related entities), we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that our initial business combination is fair to our Company from a financial point of view. We are not required to obtain such an opinion in any other context. ● We entered into an advisory services agreement with Volta, which is an affiliate of our sponsor owned and controlled by Andrea Bernatova and Nader Daylami, our chief executive officer and chief financial officer, respectively. Pursuant to the advisory services agreement, we will pay Volta an annual fee, payable on a monthly basis, until the consummation of a business combination. We will also reimburse the service provider and its affiliates for certain costs and expenses incurred in favor of third parties. Such annual fee, together with any reimbursement, shall not exceed the Cap. Members of our management team directly or indirectly own our founders shares, Class A ordinary shares and/or private placement warrants, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. In particular, because the founder shares were purchased at approximately $0.004 per share, the holders of our founder shares (including members of our management team that directly or indirectly own founder shares) could make a substantial profit after our initial business combination even if our public shareholders lose money on their investment as a result of a decrease in the post-combination value of their ordinary shares (after accounting for any adjustments in connection with an exchange or other transaction contemplated by the business combination). 58 We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, directors or advisors (or their respective affiliates or related entities). In the event that we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor, officers, directors or advisors (or their respective affiliates or related entities), we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that our initial business combination is fair to our Company from a financial point of view. We are not required to obtain such an opinion in any other context. Prior to or in connection with the completion of our initial business combination, there may be payment by the Company to our officers, independent directors, advisors, or their respective affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account, including permitted withdrawals from the trust account. We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor. In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares, and they and the other members of our management team have agreed to vote their founder shares and any shares purchased during or after the offering in favor of our initial business combination. Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide that our officers and directors will be indemnified by us to the fullest extent permitted by law, as it now exists or may in the future be amended, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed, and any persons who may become officers or directors prior to the initial business combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. Item 11. Executive Compensation None of our executive officers or directors have received any cash compensation for services rendered to us. Other than quarterly audit committee review of such reimbursements or payments, we do not expect to have any additional controls in place governing our reimbursement or payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. 59 We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account or pursuant to permitted withdrawals: ● Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; ● Reimbursement for utilities and secretarial and administrative support made available to us by Volta, an affiliate of our sponsor, in an amount equal to $40,000 per month; ● Payment of management, consulting and other advisory services fees to Volta and reimbursement for certain costs and expenses incurred in favor of third parties in an amount not to exceed the permitted withdrawals, each in connection with our initial business combination; ● Payment of consulting, success or finder fees to our officers, independent directors, officers, advisors, consultants or their respective affiliates in connection with and prior to the consummation of our initial business combination; ● Payment of a salary or fee in an amount that constitutes a market standard for comparable transactions to our sponsor or an affiliate of our sponsor engaged as an advisor or otherwise in connection with our initial business combination and certain other transactions; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and ● Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. In addition, for their services as a director or an officer, as applicable, Messrs. Aviki, Crabtree, Henderson and Rajan each received membership interests in our sponsor representing 25,000 founder shares. 60 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters The following table sets forth information regarding the beneficial ownership of our Class A ordinary shares and Class B ordinary shares as of March 18, 2025 by: ● each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; ● each of our officers and directors; and ● all our executive officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days of the date of this Annual Report on Form 10-K. Class B Ordinary Shares Class A Ordinary Shares Name and Address of Beneficial Owner (1) Number of Shares Beneficially Owned (2) Approximate Percentage of Class Number of Shares Beneficially Owned Approximate Percentage of Class Approximate Percentage of Voting Control Adage Capital Management, L.P. (3) — — 1,575,000 7.8 % 5.9 % Meteora Capital, LLC (4) — — 1,950,914 9.7 % 7.3 % DynamixCore Holdings III, LLC (5) 6,708,333 100 % — — 25 % Andrea Bernatova (5) 6,708,333 100 % — — 25 % Nader Daylami (6) — — — — — Diaco Aviki (7) — — — — — Tyler Crabtree (7) — — — — — James Henderson (7) — — — — — Philip Rajan (7) — — — — — All officers and directors as a group (six persons) 6,708,333 100 % — — 25 % * Less than one percent. (1) Unless otherwise noted, the business address of each of our shareholders is 1980 Post Oak Blvd., Suite 100, PMB 6373, Houston, TX. (2) Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination or at any time prior thereto at the option of the holder on a one-for-one basis, subject to adjustment. (3) Based on the Schedule 13G filed with the SEC on February 12, 2026 by Adage Capital Management, L.P. According to its Schedule 13G, Adage Capital Management, L.P. reported having shared voting power over 1,575,000 Class A ordinary shares, sole voting power over no shares, shared dispositive power over 1,575,000 Class A ordinary shares and sole dispositive power over no shares. The Schedule 13G contained information as of December 31, 2025. The address of Adage Capital Management, L.P. is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116. (4) Based on the Schedule 13G filed with the SEC on February 6, 2026 by Meteora Capital LLC. According to its Schedule 13G, Meteora Capital LLC reported having shared voting power over 1,950,914 Class A ordinary shares, sole voting power over no shares, shared dispositive power over 1,950,914 Class A ordinary shares and sole dispositive power over no shares. The Schedule 13G contained information as of December 31, 2025. The address of Meteora Capital LLC is 1200 N Federal Hwy, #200, Boca Raton FL 33432. 61 (5) DynamixCore Holdings III, LLC, our sponsor, is the record holder of founder shares. Andrejka Bernatova, our Chief Executive Officer, is the sole managing member of DynamixCore Holdings III, LLC. Accordingly, Ms. Bernatova may be deemed to have or share beneficial ownership of the Class B ordinary shares held directly by our sponsor. Ms. Bernatova disclaims such beneficial ownership other than to the extent of her pecuniary interest. Each of our other officers and directors is a member of our sponsor or has direct or indirect economic interests in our sponsor, and each of them disclaims any beneficial ownership other than to the extent of his or her pecuniary interest. (6) Mr. Daylami has an indirect interest in our founder shares through membership interests in our sponsor. (7) For their services as a director or an officer, as applicable, Messrs. Aviki, Crabtree, Henderson and Rajan each received membership interests in our sponsor representing 25,000 founder shares. Our initial shareholders beneficially own 25% of the issued and outstanding ordinary shares. Prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing our Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Because of this ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including the appointment of directors or continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands), and approval of significant corporate transactions including our initial business combination. Our sponsor and the underwriters purchased an aggregate of 6,275,000 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $6,275,000 in the aggregate, in a private placement that closed simultaneously with the closing of our initial public offering. The private placement warrants are identical to the warrants sold in our initial public offering except that, so long as they are held by our sponsor or its permitted transferees, the private placement warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (ii) will be entitled to registration rights,(iii) with respect to private placement warrants held by the underwriters and/or their designees, will not be exercisable more than five years from the commencement of sales in our initial public offering in accordance with FINRA Rule 5110(g)(8), (iv) are not redeemable by us and (v) may be exercised on a cashless basis. If we do not complete our initial business combination within the completion window, the private placement warrants will expire worthless. The private placement warrants are subject to the transfer restrictions described below. DynamixCore Holdings III, LLC, our sponsor, and our officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws. Item 13. Certain Relationships and Related Transactions, and Director Independence On June 24, 2025, our sponsor paid $25,000 to cover certain of our offering costs in exchange for 5,750,000 founder shares. On September 16, 2025, we effected a 1 to 1.1666666087 share split of the founder shares, which resulted in a total of 6,708,333 founder shares held by our sponsor, of which 875,000 founder shares are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters. Our sponsor and the underwriters of our initial public offering purchased an aggregate of 6,275,000 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $6,275,000 in the aggregate, in a private placement that closed simultaneously with the closing of our initial public offering. The private placement warrants are identical to the warrants sold in our initial public offering except that, so long as they are held by our sponsor or its permitted transferees, the private placement warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (ii) will be entitled to registration rights,(iii) with respect to private placement warrants held by the underwriters and/or their designees, will not be exercisable more than five years from the commencement of sales in our initial public offering in accordance with FINRA Rule 5110(g)(8), (iv) are not redeemable by us and (v) may be exercised on a cashless basis. . 62 Prior to or in connection with the completion of our initial business combination, there may be payment by the Company to our officers, independent directors, advisors, or their respective affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account, including permitted withdrawals from the trust account. We will reimburse Volta, an affiliate of our sponsor, in an amount equal to $40,000 per month for utilities and secretarial and administrative support made available to us. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Additionally, in connection with our initial public offering, we entered into an advisory services agreement with Volta, pursuant to which the service provider will provide management, consulting and other advisory services to the company in connection with our initial business combination. In consideration for these services, the company will pay to the service provider an annual fee, payable on a monthly basis, until the consummation of a business combination. We will also reimburse the service provider and its affiliates for certain costs and expenses incurred in favor of third parties. The annual fee, together with any reimbursement, shall not exceed the amount of permitted withdrawals. In 2025, the Company has paid $65,455 in fees to Volta.. In order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use amounts held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. We have until the date that is 24 months from the closing of our initial public offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. There is no limit on the number of times our board of directors may propose such an amendment for shareholder approval, and if we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares, regardless of whether they abstain, vote for, or against, our initial business combination, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (net of taxes payable) and not previously released to us pursuant to permitted withdrawals, divided by the number of then issued and outstanding public shares, subject to applicable law. Any of the foregoing payments to our sponsor, repayments of loans from our sponsor or repayments of working capital loans prior to our initial business combination will be made using funds held outside the trust account. After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. 63 Policy for Approval of Related Party Transactions The audit committee of our board of directors operates pursuant to a policy, which sets forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the Company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the Company’s total assets at year end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy includes: (i) our directors, nominees for director or officers or any person who has served in such roles since the beginning of the most recent fiscal year, even if he or she does not currently serve in that role; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the Company and its shareholders and (v) if the related party is a director or an immediate family member of a director, the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy does not permit any director or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party. Director Independence Nasdaq rules require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). We have three “independent directors” as defined in Nasdaq rules and applicable SEC rules. Our board of directors has determined Diaco Aviki, Tyler Crabtree and James Henderson are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Item 14 . Principal Accountant Fees and Services. The firm of WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered. Audit Fees Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings. The aggregate fees of Withum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from June 20, 2025 (inception) through December 31, 2025 totaled approximately $97,240. The above amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings. Audit-Related Fees Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for any audit-related fees for the period from June 20, 2025 (inception) through December 31, 2025, Tax Fees Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay Withum for tax services, planning or advice for the period from June 20, 2025 (inception) through December 31, 2025. All Other Fees All other fees consist of fees billed for all other services. We did not pay Withum for any other services for the period from June 20, 2025 (inception) through December 31, 2025. Pre-Approval Policy Our Audit Committee was formed upon the consummation of our initial public offering. As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). 64 PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this Annual Report: (1) Financial Statements See the “Index” to the Financial Statements commencing on page F-1 of this Form 10-K. (2) Financial Statements Schedules All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report. (3) Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov. Exhibit No. Description 3.1 Second Amended and Restated Memorandum and Articles of Association of the r egistrant (incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on October 31, 2025). 4.1 Warrant Agreement, dated October 29, 2025, by and between the registrant and Odyssey Transfer and Trust Company, as warrant agent (incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on October 31, 2025). 4.2* Description of Securities Registered under Section 12 of the Exchange Act 10.1 Letter Agreement, dated October 29, 2025, by and among the registrant, DynamixCore Holdings III, LLC and each of the officers and directors of the registrant (incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on October 31, 2025). 10.2 Investment Management Trust Agreement, dated October 29, 2025, by and between the registrant and Odyssey Transfer and Trust Company, as trustee (incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on October 31, 2025). 10.3 Registration Rights Agreement, dated October 29, 2025, by and among the registrant and certain security holders (incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on October 31, 2025). 65 10.4 Private Placement Warrants Purchase Agreement, dated October 29, 2025, by and between the registrant and DynamixCore Holdings III, LLC (incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on October 31, 2025). 10.5 Private Placement Warrants Purchase Agreement, dated October 29, 2025, by and among the registrant and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC and Clear Street LLC (incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on October 31, 2025). 10.6 Administrative Services Agreement, dated October 29, 2025, by and between the registrant and Volta Tread LLC (incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on October 31, 2025). 10.7 Advisory Services Agreement, dated October 29, 2025, by and between the registrant and Volta Tread LLC (incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on October 31, 2025). 10.8 Promissory Note issued to DynamixCore Holdings III, LLC (incorporated by reference to Exhibit 10.7 to the registrant’s Registration Statement on Form S-1, filed with the SEC on August 12, 2025) 10.9 Securities Subscription Agreement between DynamixCore Holdings III, LLC and the Registrant (incorporated by reference to Exhibit 10.8 to the registrant’s Registration Statement on Form S-1, filed with the SEC on August 12, 2025) 14 Code of Ethics (inclusive of Insider Trading Policy) (incorporated by reference to the registrant’s Registration Statement on Form S-1, filed with the SEC on September 22, 2025) 31.1* Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 Clawback Policy (incorporated by reference to Exhibit 99.3 to the registrant’s Registration Statement on Form S-1, filed with the SEC on October 10, 2025) 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. Item 16. Form 10-K Summary Not applicable. 66 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. DYNAMIX CORPORATION III By: /s/ Andrea Bernatova Date: March 20, 2026 Andrea Bernatova Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Signature Title Date /s/ Andrea Bernatova Executive Chairman, Chief Executive Officer and Director (Principal Executive Officer) March 20, 2026 Andrea Bernatova /s/ Nader Daylami Chief Financial Officer (Principal Financial and Accounting Officer) March 20, 2026 Nader Daylami /s/ Diaco Aviki Director March 20, 2026 Diaco Aviki /s/ Tyler Crabtree Director March 20, 2026 Tyler Crabtree /s/ James Henderson Director March 20, 2026 James Henderson 67 DYNAMIX CORPORATION III INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID 100) F-2 Financial Statements: Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the Period from June 20, 2025 (Inception) through December 31, 2025 F-4 Statement of Changes in Shareholders’ Deficit for the Period from June 20, 2025 (Inception) through December 31, 2025 F-5 Statement of Cash Flows for the Period from June 20, 2025 (Inception) through December 31, 2025 F-6 Notes to Financial Statements F-7 to F-19 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders Dynamix Corporation III Opinion on the Financial Statements We have audited the accompanying balance sheet of Dynamix Corporation III as of December 31, 2025 the related statements of operations, changes in shareholders’ deficit and cash flows for the period June 20, 2025 (inception) through December 31, 2025 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and the results of its operations and its cash flows for the period June 20, 2025 (inception) through December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to Dynamix Corporation III in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Dynamix Corporation III is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as Dynamix Corporation III’s auditor since 2025. New York, New York March 20, 2026  PCAOB ID Number 100 F- 2 DYNAMIX CORPORATION III BALANCE SHEET DECEMBER 31, 2025 Assets Current assets Cash and cash equivalents $ 1,332,627 Prepaid expenses 103,321 Total current assets 1,435,948 Investments held in Trust Account 202,473,195 Long-term prepaid insurance 35,465 Total Assets $ 203,944,608 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit Current liabilities Accounts payable and accrued expenses $ 135,246 Accrued offering costs 75,000 Due to related party 40,000 Total current liabilities 250,246 Deferred underwriting fee 8,050,000 Total Liabilities 8,300,246 Commitments and Contingencies (Note 6) Class A ordinary shares subject to possible redemption, 20,125,000 shares at redemption value of $ 10.06 per share 202,473,195 Shareholders’ Deficit Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued or outstanding — Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; none issued or outstanding (excluding 20,125,000 Class A ordinary shares subject to possible redemption) — Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 6,708,333 shares issued and outstanding 671 Additional paid-in capital — Accumulated deficit ( 6,829,504 ) Total Shareholders’ Deficit ( 6,828,833 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit $ 203,944,608 The accompanying notes are an integral part of these financial statements. F- 3 DYNAMIX CORPORATION III STATEMENT OF OPERATIONS FOR THE PERIOD FROM JUNE 20, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 General and administrative costs $ 507,770 Loss from operations ( 507,770 ) Other income: Interest earned on cash account 3,967 Dividends earned on investments held in Trust Account 1,288,650 Total Other Income 1,292,617 Net income $ 784,847 Weighted average redeemable Class A ordinary shares outstanding – basic and diluted 6,398,718 Basic and diluted net income per redeemable Class A ordinary share $ 0.06 Weighted average non-redeemable Class B ordinary shares outstanding – basic 6,141,453 Basic net income per non-redeemable Class B ordinary share $ 0.06 Weighted average non-redeemable Class B ordinary shares outstanding – diluted 6,708,333 Diluted net income per non-redeemable Class B ordinary share $ 0.06 The accompanying notes are an integral part of these financial statements. F- 4 DYNAMIX CORPORATION III STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE PERIOD FROM JUNE 20, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Class A Ordinary Shares Class B Ordinary Shares Share Subscription Receivable from Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares Amount Shareholder Capital Deficit Deficit Balance — June 20, 2025 (Inception) — $ — — $ — $ — $ — $ — $ — Issuance of Class B ordinary shares to Sponsor — — 6,708,333 671 ( 25,000 ) 24,329 — — Collection of share subscription receivable from shareholder — — — — 25,000 — — 25,000 Sale of 6,275,000 Private Placement Warrants — — — — — 6,275,000 — 6,275,000 Fair Value of Public Warrants at issuance — — — — — 6,440,000 — 6,440,000 Allocated value of transaction costs to Class A ordinary shares — — — — — ( 424,111 ) — ( 424,111 ) Accretion for Class A ordinary shares to redemption amount — — — — — ( 12,315,218 ) ( 7,614,351 ) ( 19,929,569 ) Net income — — — — — — 784,847 784,847 Balance – December 31, 2025 — $ — 6,708,333 $ 671 $ — $ — $ ( 6,829,504 ) $ ( 6,828,833 ) The accompanying notes are an integral part of these financial statements. F- 5 DYNAMIX CORPORATION III STATEMENT OF CASH FLOWS FOR THE PERIOD FROM JUNE 20, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Cash Flows from Operating Activities: Net income $ 784,847 Adjustments to reconcile net income to net cash used in operating activities: Payment of general and administrative costs through promissory note 10,420 Dividends earned on investments held in Trust Account ( 1,288,650 ) Changes in operating assets and liabilities: Prepaid expenses ( 63,786 ) Due to Sponsor 40,000 Accounts payable and accrued liabilities 135,246 Net cash used in operating activities ( 381,923 ) Cash Flows from Investing Activities: Investment of cash into Trust Account ( 201,250,000 ) Net cash used in investing activities ( 201,250,000 ) Cash Flows from Financing Activities: Proceeds from sale of Public Units, net of underwriting discounts paid 197,225,000 Proceeds from sale of Private Placement Units 6,275,000 Repayment of promissory note - related party ( 187,085 ) Payment of offering costs ( 413,820 ) Cash withdrawn from Trust Account for working capital 65,455 Net cash provided by financing activities 202,964,550 Net Change in Cash 1,332,627 Cash and cash equivalents – Beginning of period — Cash and cash equivalents – End of period $ 1,332,627 Non-Cash investing and financing activities: Offering costs included in accrued offering costs $ 85,850 Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares $ 25,000 Deferred offering costs paid through promissory note - related party $ 101,665 Prepaid expenses paid through promissory note – related party $ 75,000 Deferred underwriting fee payable $ 8,050,000 The accompanying notes are an integral part of these financial statements. F- 6 DYNAMIX CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS Dynamix Corporation III (the “Company”) (formerly Dynamix Corporation II, the name changed on July 28, 2025) is a blank check company incorporated as a Cayman Islands exempted company on June 20, 2025 . The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of December 31, 2025, the Company had not commenced any operations. All activity for the period from June 20, 2025 (inception) through December 31, 2025 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on October 29, 2025. On October 31, 2025, the Company consummated the Initial Public Offering of 20,125,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 2,625,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 201,250,000 . Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (each, a “Public Warrant”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,275,000 warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) at a price of $ 1.00 per Private Placement Warrant, in a private placement to the Company’s sponsor, DynamixCore Holdings III, LLC (the “Sponsor”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC and Clear Street LLC (referred to as “CCM”), the representative of the underwriters, generating gross proceeds of $ 6,275,000 . Each Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment. Of those 6,275,000 Private Placement Warrants, the Sponsor purchased 4,262,500 Private Placement Warrants and CCM purchased 2,012,500 Private Placement Warrants. Transaction costs amounted to $ 12,690,485 , consisting of $ 4,025,000 of cash underwriting fee, $ 8,050,000 of deferred underwriting fee, and $ 615,485 of other offering costs. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing of an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Initial Public Offering, on October 31, 2025, an amount of $ 201,250,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units and the Private Placement Warrants was placed in the trust account (the “Trust Account”), located in the United States, with Odyssey Transfer and Trust Company acting as trustee, and invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that it holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company for permitted withdrawals as permitted in the Investment Management Trust Agreement, dated October 29, 2025, by and between the Company and Odyssey Transfer and Trust Company, as trustee (means amounts withdrawn from interest earned on the Trust Account (and not from the principal held in the Trust Account) to fund working capital requirements, subject to an annual limit of 10 % of interest earned on funds held in the Trust Account), or for taxes payable, if any, of up to $ 100,000 of interest to pay dissolution expenses, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering (October 31, 2027) or by such earlier liquidation date as the board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. F- 7 DYNAMIX CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Company will provide the Company’s public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against, the Company’s initial Business Combination, all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable, if any) and not previously released to the Company, divided by the number of then outstanding public shares, subject to the limitations. The amount in the Trust Account is initially anticipated to be $ 10.00 per public share. The ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval of the Business Combination, a majority of the issued and outstanding shares voted must be voted in favor of the Business Combination. The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company 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 (net of permitted withdrawals and less up to $ 100,000 of interest to pay dissolution expenses), 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 the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Subsequently, the Sponsor, officers and directors entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination (other than public shares purchased after the Company publicly announces its intention to engage in such proposed initial Business Combination). The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, if any, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. F- 8 DYNAMIX CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 On November 19, 2025, the Company’s Class A ordinary shares and warrants began separately trading from the Units. Those Units not separated traded on the Nasdaq Global Market under the symbol “DNMXU,” and each of the Class A ordinary shares and warrants that are separated trade on the Nasdaq Global Market under symbols “DNMX” and “DNMXW,” respectively. NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Liquidity and Capital Resources The Company’s liquidity needs up to December 31, 2025 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $ 300,000 . On October 31, 2025, the Company repaid the total outstanding balance of the Promissory Note amounting to $ 187,085 (see Note 5). As of December 31, 2025, the Company had cash of $ 1,332,627 and working capital surplus of $ 1,185,702 . In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay such loaned amounts at that time. Up to $ 1,500,000 of such Working Capital Loans may be converted into Private Placement Warrants upon consummation of the Business Combination at a price of $ 1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2025, the Company had no borrowings under the Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements - Going Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. The Company has the Completion Window to complete the initial Business Combination. Management has determined that the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the financial statement. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in U.S. GAAP used. F- 9 DYNAMIX CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash equivalents of $ 1,332,627 as of December 31, 2025. Investments Held in Trust Account At December 31, 2025, substantially all of the assets held in the Trust Account were held in mutual funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in dividends earned on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. As of December 31, 2025, the Company reported $ 202,473,195 in investments held in the Trust Account. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Deferred Offering Costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares were charged to temporary equity and offering costs allocated to the Public Warrants and Private Placement Warrants were charged to shareholders’ deficit as the Public Warrants and Private Placement Warrants, after management’s evaluation, were accounted for under equity treatment. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. F- 10 DYNAMIX CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Warrant Instruments The Company accounted for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. Such guidance provides that the warrants described above will not be precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815. Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Income and losses are shared pro rata to the shares. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable ordinary shares is excluded from income per ordinary share as the redemption value approximates fair value. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Warrants, since the average stock price of the Company’s ordinary shares for the year ended December 31, 2025 was less than the exercise price and therefore, the inclusion of such warrants under the treasury stock method would be anti-dilutive and the exercise is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,337,500 shares of ordinary shares in the aggregate. As of December 31, 2025, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income per ordinary share: For the Period from June 20, 2025 (Inception) through December 31, 2025 Class A Class B Basic net income per ordinary share: Numerator: Allocation of net income $ 400,474 $ 384,373 Denominator: Basic weighted average ordinary shares outstanding 6,398,718 6,141,453 Basic net income per ordinary share $ 0.06 $ 0.06 F- 11 DYNAMIX CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 For the Period from June 20, 2025 (Inception) through December 31, 2025 Class A Class B Diluted net income per ordinary share: Numerator: Allocation of net income $ 383,154 $ 401,693 Denominator: Basic weighted average ordinary shares outstanding 6,398,718 6,708,333 Diluted net income per ordinary share $ 0.06 $ 0.06 Class A Ordinary Shares Subject to Possible Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Shares Amount Gross proceeds 20,125,000 $ 201,250,000 Less: Proceeds allocated to Public Warrants ( 6,440,000 ) Public Shares issuance costs ( 12,266,374 ) Plus: Remeasurement of carrying value to redemption value 19,929,569 Class A ordinary shares subject to possible redemption, December 31, 2025 20,125,000 $ 202,473,195 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option was deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480 if not fully exercised at the time of the Initial Public Offering. Subsequently on October 31, 2025, the Company consummated the Initial Public Offering of 20,125,000 Units, which included the full exercise by the underwriters of their over-allotment option in the amount of 2,625,000 Units, as such no derivative financial instrument was recorded. F- 12 DYNAMIX CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Share-Based Payment Arrangements The Company accounts for stock awards in accordance with ASC 718, “Compensation—Stock Compensation,” which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the underlying value of the stock. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a Business Combination). For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. NOTE 3 — INITIAL PUBLIC OFFERING In the Initial Public Offering on October 31, 2025, the Company sold 20,125,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 2,625,000 Units, at a purchase price of $ 10.00 per Unit. Each Unit consists of one Class A ordinary share, and one-half of one redeemable Public Warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment. Each Public Warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. Warrants – As of December 31, 2025, there were 16,337,500 Warrants outstanding, including 10,062,500 Public Warrants and 6,275,000 Private Placement Warrants. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, or a valid exemption from registration is not available, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. Under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of its Business Combination, it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. F- 13 DYNAMIX CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 If the holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. Redemption of Public Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 18.00 : The Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “ 30 -day redemption period”); and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 -trading day period commencing at least 30 days after completion of the initial Business Combination and ending three business days before the Company sends the notice of redemption to the Public Warrant holders. Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a subdivision of ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion, and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten ( 10 ) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and CCM purchased an aggregate of 6,275,000 Private Placement Warrants, at a price of $ 1.00 per warrant, or $ 6,275,000 in the aggregate, in a private placement. Of those 6,275,000 Private Placement Warrants, the Sponsor purchased 4,262,500 Private Placement Warrants and CCM purchased 2,012,500 Private Placement Warrants. Each Private Placement Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment. The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, the underwriters, or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights, (iii) with respect to Private Placement Warrants held by the underwriters and/or its designees, will not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8), and (iv) will not be redeemable by the Company and (v) may be exercised on a cashless basis. F- 14 DYNAMIX CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On June 24, 2025, the Company issued an aggregate of 5,750,000 founder shares to the Sponsor for an aggregate purchase price of $ 25,000 , or approximately $ 0.004 per share. On September 16, 2025, the Company effected a 1 to 1.1666666087 share split of the founder shares, which resulted in a total of 6,708,333 founder shares held by the Sponsor, of which 875,000 founder shares were subject to forfeiture if the over-allotment option is not exercised in full by the underwriters. On October 31, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 875,000 founder shares are no longer subject to forfeiture. On October 23, 2025, the Sponsor transferred an aggregate of 75,000 founder shares to the three directors of the Company ( 25,000 each) in exchange for their services as director through the Company’s initial Business Combination. The founder shares shall return to the Sponsor if the director is no longer serving the Company on or prior to the initial Business Combination. The transfer of founder shares to the three directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity classified awards is measured at fair value upon the assignment date. The total fair value of the 75,000 founder shares transferred to the three directors on October 31, 2025 was $ 284,250 or $ 3.79 per share. The Company established the initial fair value founder shares on October 31, 2025, using a calculation prepared by a third party valuation team which takes into consideration the implied share price of $ 9.68 , probability of de-SPAC and instrument-specific market adjustment of 45.0 %, and discount for lack of marketability of $ 0.57 . The founder shares are classified as Level 3 at the measurement date due to the use of unobservable inputs, and other risk factors. The membership interests were assigned subject to a performance condition (i.e., providing services through Business Combination). Share based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of founder shares that ultimately vest times the assignment date fair value per share (unless subsequently modified) less the amount initially received for the transfer of founder shares. As of December 31, 2025, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up. Promissory Note — Related Party The Sponsor has agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2025 and the closing of the Initial Public Offering. On October 31, 2025, the Company repaid the total outstanding balance of the Promissory Note amounting to $ 187,075 . Borrowings under the promissory note are no longer available. Administrative Services Agreement The Company entered into an agreement with Volta Tread LLC, an affiliate of the Sponsor, commencing on October 29, 2025 through the earlier of the Company’s consummation of its initial Business Combination and its liquidation, to pay Volta Tread LLC an aggregate of $ 40,000 per month for utilities and secretarial and administrative support services. For the period from June 20, 2025 (inception) through December 31, 2025, the Company incurred $ 80,000 for these services, of which $ 40,000 is reported as due to related party on the accompanying balance sheet. F- 15 DYNAMIX CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Advisory Services Agreement On October 29, 2025, the Company entered into an advisory services agreement (the “advisory services agreement”) with Volta Tread LLC (the “service provider”), pursuant to which the service provider agreed to provide management, consulting and other advisory services to the Company in connection with a Business Combination. In consideration for these services, the Company agreed to pay the service provider an annual fee, payable on a monthly basis, until the consummation of a Business Combination. The Company also agreed to reimburse the service provider and its affiliates for certain costs and expenses incurred in favor of third parties. Such annual fee, together with any reimbursement, shall not exceed 10 % of the interest earned on funds held in the Trust Account. The annual fee, together with any reimbursement, shall not exceed the amount of permitted withdrawals. For the period from June 20, 2025 (inception) through December 31, 2025, the Company withdrew from the Trust Account and paid $ 65,455 to the service provider for such services. Working Capital Loans In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $ 1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of December 31, 2025, no such Working Capital Loans were outstanding. NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination. Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Placement Warrants which were issued in a private placement simultaneously with the closing of the Initial Public Offering and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of working capital loans have registration rights to require the Company to register a sale of any of its securities held and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed on October 29, 2025. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters had a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 2,625,000 Units to cover over-allotments, if any. On October 31, 2025, the underwriters elected to fully exercise their over-allotment option to purchase an additional 2,625,000 Units at a price of $ 10.00 per Unit. The underwriters were entitled to an underwriting discount of $ 0.20 per unit, or $ 4,025,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. In addition, $ 0.40 per Unit sold in the Initial Public Offering, or $ 8,050,000 in the aggregate, is payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely on amounts remaining in the Trust Account following all properly submitted shareholder redemption in connection with the consummation of the initial Business Combination. F- 16 DYNAMIX CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 7 — SHAREHOLDERS’ DEFICIT Preference Shares — The Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each. As of December 31, 2025, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $ 0.0001 each. As of December 31, 2025, there were no Class A ordinary shares issued or outstanding, excluding 20,125,000 shares subject to possible redemption. Class B Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $ 0.0001 each. As of December 31, 2025, there were 6,708,333 Class B ordinary shares issued and outstanding. The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25 % of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of our initial public offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the private placement warrants issued to the Sponsor and the underwriters), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or any of its affiliates or to officers and directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis. Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the Company’s amended and restated memorandum and articles of association, which requires the affirmative vote of at least a simple majority of the votes cast by such shareholders, voting together as a single class, as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders, voting together as a single class, as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company, and pursuant to the amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the initial Business Combination, the holders of more than 50 % of ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders, voting together as a single class, as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company, and includes a unanimous written resolution. F- 17 DYNAMIX CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 8 — FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The following table presents information about the Company’s assets that are measured at fair value as of December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level December 31, 2025 Assets: Investments held in Trust Account 1 $ 202,473,195 The fair value of the Public Warrants issued in the Initial Public Offering is $ 6,440,000 , or $ 0.64 per Public Warrant and was determined using Monte Carlo Simulation Model. The Public Warrants issued in the Initial Public Offering have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Warrants issued in the Initial Public Offering: October 31, 2025 Implied Class A ordinary share price $ 9.68 Expected term to de-SPAC 2.0 Warrant term 7.0 Probability of de-SPAC and market adjustment 45.0 % Risk-free rate (continuous) 3.86 % Selected volatility 10.0 % F- 18 DYNAMIX CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 9 — SEGMENT INFORMATION ASC Topic 280, “Segment Reporting”, establishes standards for companies to report, in their financial statements, information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Financial Officer , who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following: December 31, 2025 Cash $ 1,332,627 Investments held in Trust Account $ 202,473,195 For the Period from June 20, 2025 (Inception) through December 31, 2025 General and administrative expenses $ 507,770 Dividends earned on investments held in Trust Account $ 1,288,650 The key measures of segment profit or loss reviewed by our CODM are dividends earned on investments held in Trust Account and general and administrative expenses. The CODM reviews dividends earned on investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Combination Period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies. NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. F- 19