What changed in this filing

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Item 1. Business

2026-03-06 compared with 2025-03-20 · 128 added, 62 removed, 398 unchanged (32% of the section changed)

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combination”).

We have reviewed, and continue to review, a number of opportunities to enter into an initial business combination

with an operating business, but we are not able to determine at this time whether we will complete an initial business combination with

any of the target businesses that we have reviewed or with any other target business.

We also have neither engaged in any operations nor

generated any revenue to date.

Based on our business activities, the Company is a “shell company” as defined under the Securities

Exchange Act of 1934 (the “Exchange Act”) because we have no operations and nominal assets consisting almost entirely of cash

except proceeds from our initial public offering (as defined below) that is held in the trust account and invested mainly in US Treasury

We have identified a target for our business combination, as described below under “Proposed Business Combination.”

If the proposed Business Combination is not completed, we will continue to review, a number of opportunities to enter into an initial

business combination with an operating business, but we are not able to determine at this time whether we will complete an initial business

combination with any of the target businesses that we have reviewed, including the proposed Business Combination or with any other target

As of December 31, 2025, the Company had not commenced any operations.

All activity for the period from June 13, 2024 (inception)

through December 31, 2025 relates to the Company’s formation, the initial public offering (the “initial public offering”),

which is described below, and subsequent to the initial public offering, identifying a target company for a business combination and pursuing

the completion of the proposed Business Combination.

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.

Based on our business activities, the Company is a “shell

company” as defined under the Securities Exchange Act of 1934 (the “Exchange Act”) because we have no operations and

nominal assets consisting almost entirely of cash except proceeds from our initial public offering (as defined below) that is held in

the trust account and invested mainly in US Treasury Bills.

On June 18, 2024, we issued an aggregate of 5,750,000

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The registration statement on Form S-1 (File No.

333-280719) for our initial public offering (the “initial public offering”) was declared effective by the Securities and Exchange

Commission (the “SEC”) on November 20, 2024.

On November 22, 2024, the Company consummated the initial public offering of

16,600,000, including 1,600,000 units as a result of the underwriters’ partial exercise of their overallotment option (the “Units”),

at an offering price of $10.00 per Unit.

333-280719) for our initial public offering was declared effective by the Securities and Exchange Commission (the “SEC”) on

November 20, 2024.

On November 22, 2024, the Company consummated the initial public offering of 16,600,000, including 1,600,000 units

as a result of the underwriters’ partial exercise of their overallotment option (the “Units”), at an offering price

of $10.00 per Unit.

The gross proceeds from the initial public offering were $166,000,000 in the aggregate.

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deferred underwriting fees and approximately $645,256 of other offering costs.

In January 2025, the underwriters’ remaining over-allotment

option expired unexercised and as a result, 216,667 Class B ordinary shares were forfeited to the Company.

The balance of the funds held outside of the trust

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Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant to purchase one Class A ordinary share.

Any Units not separated will continue to trade on the Nasdaq under the symbol “DYNXU”.

Any underlying Class A ordinary shares

and warrants that are separated will trade on the Nasdaq under the symbols “DYNX” and “DYNXW,” respectively.

On August 27, 2025, the Company’s ticker symbols changed for its Class A ordinary shares, Units and public warrants from “DYNX,”

“DYNXU” and “DYNXW,” to “ETHM,” “ETHMU” and “ETHMW,” respectively.

Proposed Business Combination

On July 21, 2025, Dynamix

Corporation (the “SPAC”) and The Ether Machine, Inc., a Delaware corporation (“Pubco”), entered into a Business

Combination Agreement (the “Business Combination Agreement”) with ETH SPAC Merger Sub Ltd., a Cayman Islands exempted company

and wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), The Ether Reserve LLC, a Delaware limited liability company (the

“LLC”), Ethos Sub 1, Inc., a Delaware corporation and wholly-owned subsidiary of SPAC (“SPAC Subsidiary A”), Ethos

Sub 2, Inc., a Delaware corporation and wholly-owned subsidiary of SPAC Subsidiary A (“SPAC Subsidiary B”), Ethos Sub 3, Inc.,

a Delaware corporation and wholly-owned subsidiary of SPAC Subsidiary B (“LLC Merger Sub”), and ETH Partners LLC, a Delaware

limited liability company (the “Seller”).

For additional information

regarding the Business Combination Agreement and the transactions contemplated therein, see the Current Reports on Form 8-K as filed with

the SEC by the Company on July 25, 2025, August 4, 2025, August 6, 2025, September 2, 2025 and September 9, 2025.

LLC Unit Subscription Agreement

On August 29, 2025, the SPAC,

Pubco and the LLC entered into a subscription agreement (the “LLC Unit Subscription Agreement”) with JBerns inv EM1, LLC,

a Nevada limited liability company (the “LLC Unit Investor”), pursuant to which the LLC Unit Investor agreed to purchase,

and the LLC agreed to issue and sell LLC Class A Units (the “Subscribed Units”) for a contribution of 150,000 ether, in a

private placement (the “LLC Unit Subscription”), upon the terms and subject to the conditions set forth therein.

of the LLC Unit Subscription occurred on September 8, 2025.

Immediately prior to the Company Merger (as defined in the Business Combination

Agreement), the Subscribed Units will be adjusted as set forth in the LLC Unit Subscription Agreement.

At the Company Merger Effective

Time (as defined in the Business Combination Agreement), each Subscribed Unit (as adjusted) shall be converted automatically into one

common non-voting unit of the LLC (the “LLC Exchange Units”).

Pursuant to the LLC Unit

Subscription Agreement, Pubco agreed to use commercially reasonable efforts to cause the non-voting Class A common stock, par value $0.01

per share, of Pubco (the “Pubco Class A Stock”) into which the LLC Exchange Units held by the LLC Unit Investor will be converted

or convertible upon closing of the Company Merger to be registered on the registration statement on Form S-4 to be filed in connection

with the Business Combination Agreement (as amended or supplemented from time to time, the “Registration Statement”).

extent such securities are not able to be registered on the Registration Statement, Pubco has agreed to use commercially reasonable efforts

to file a registration statement registering the resale of the shares of Pubco Class A Stock on a resale registration statement within

30 calendar days following the Closing Date (as defined in the Business Combination Agreement);

and to use commercially reasonable efforts

to have such registration statement declared effective as soon as practicable, and in any event no later than 90 calendar days after the

Closing Date, subject to an extension in the event of SEC review.

For additional information

regarding the LLC Unit Subscription Agreement and the transactions contemplated therein, see the Current Reports on Form 8-K as filed

with the SEC by the Company on September 2, 2025 and September 9, 2025.

Stockholders Agreement

On August 29, 2025, the Seller,

Pubco and the LLC entered into a Stockholders Agreement with the LLC Unit Investor (the “Stockholders Agreement”), which provides

for board composition and director nomination rights and sets forth certain governance provisions applicable to Pubco following the closing

of the business combination.

For additional information regarding the Stockholders Agreement and the transactions contemplated therein,

see the Current Report on Form 8-K filed with the SEC by the Company on September 2, 2025.

Registration Statement on Form S-4

On September 16, 2025, Pubco issued a press release

announcing Pubco’s confidential submission of a draft registration statement on Form S-4 with the Securities and Exchange Commission.

Sources of Target Businesses

We anticipate that target business candidates

will be brought to our attention from various unaffiliated sources, including investment bankers and private investment funds.

businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings.

These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many

of these sources will have read this Annual Report and know what types of businesses we are targeting.

Our officers and directors, as

well as their affiliates, may also bring to our attention target business candidates that they become aware of through their business

contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us

as a result of the track record and business relationships of our officers and directors.

While we do not presently anticipate engaging

the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these

firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined

in an arm’s length negotiation based on the terms of the transaction.

While we have identified a target for our proposed

Business Combination, we may continue to evaluate other potential target businesses if the proposed Business Combination is not consummated.

We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment

bankers and private investment funds.

Target businesses may be brought to our attention by such unaffiliated sources as a result of being

solicited by us through calls or mailings.

These sources may also introduce us to target businesses in which they think we may be interested

on an unsolicited basis, since many of these sources will have read this Annual Report and know what types of businesses we are targeting.

Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates that they become aware

of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade

shows or conventions.

In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily

be available to us as a result of the track record and business relationships of our officers and directors.

While we do not presently

anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis,

we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other

compensation to be determined in an arm’s length negotiation based on the terms of the transaction.

We will engage a finder only to the extent our

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While we may acquire a business in any industry

and in any geography, we plan to focus our pursuit for business combination opportunities with companies operating in the energy and power

These include, but are not limited to, businesses focused across energy, infrastructure and renewable sectors, including

participation in E&P, midstream, oilfield services, power and digital infrastructure.

We believe the oil and gas sector is comprised

of hundreds of producers and midstream operators with free cash flow generative assets.

and in any geography, if the proposed Business Combination is not consummated, we plan to continue to focus our pursuit for business combination

opportunities with companies operating in the energy and power value chain.

These include, but are not limited to, businesses focused

across energy, infrastructure and renewable sectors, including participation in E&P, midstream, oilfield services, power and digital

infrastructure.

We believe the oil and gas sector is comprised of hundreds of producers and midstream operators with free cash flow generative

The integration of artificial intelligence (AI)

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addressable universe of prospective business combination targets.

We intend to target an initial business combination that has one or

more of the following characteristics:

We intend to continue to target an initial business combination that

has one or more of the following characteristics:

● Substantial opportunity for growth following a business

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In evaluating a prospective

target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent

management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as reviewing financial

and other information that will be made available to us.

target business, we expect to continue to conduct a thorough due diligence review that will encompass, among other things, meetings with

incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as reviewing

financial and other information that will be made available to us.

We will also utilize our operational and capital allocation experience.

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In evaluating a prospective target business, we

expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document

reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational,

expect to continue to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees,

document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational,

legal and other information which will be made available to us.

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Our Initial Business Combination

We may conduct redemptions without a shareholder

vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association.

If we conduct redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission (the “SEC”), we

will, pursuant to our amended and restated certificate of incorporation:

(a) conduct the repurchases pursuant to Rule 13e-4 and Regulation

14E of the Exchange Act, which regulate issuer tender offers;

and (b) file tender offer documents with the SEC prior to completing our

initial business combination which contain substantially the same financial and other information about the initial business combination

and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

If the proposed Business Combination with Ether

Machine is not consummated, we may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject

to the provisions of our amended and restated memorandum and articles of association.

If we conduct redemptions pursuant to the tender

offer rules of the U.S.

Securities and Exchange Commission (the “SEC”), we will, pursuant to our amended and restated certificate

of incorporation:

(a) conduct the repurchases pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender

and (b) file tender offer documents with the SEC prior to completing our initial business combination which contain substantially

the same financial and other information about the initial business combination and the redemption rights as is required under Regulation

14A of the Exchange Act, which regulates the solicitation of proxies.

Redemption Rights for Public Shareholders upon

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growth company upon the earliest of:

● the last day of the fiscal year during which we have total annual gross revenues of US $1,235,000,000

(as such amount is indexed for inflation every five years by the SEC) or more;

● the last day of our fiscal year following the fifth anniversary of the completion of our first sale of

our equity securities pursuant to an effective registration statement under the Securities Act, which is expected to be December 31, 2029,

unless we change our fiscal year;

● the date on which we have, during the previous three-year period, issued more than US $1,000,000,000 in

non-convertible debt;

● the date on which we are deemed to be a “large accelerated filer,” as defined in Rule 12b-2

of the Exchange Act, which would occur as of the end of any fiscal year in which the market value of our Class A ordinary shares that

are held by non-affiliates exceeds US$700,000,000 as of the last day of our most recently completed second fiscal quarter.

● the last day of the fiscal year during which we have total

annual gross revenues of US $1,235,000,000 (as such amount is indexed for inflation every five years by the SEC) or more;

● the last day of our fiscal year following the fifth anniversary

of the completion of our first sale of our equity securities pursuant to an effective registration statement under the Securities Act,

which is expected to be December 31, 2029, unless we change our fiscal year;

● the date on which we have, during the previous three-year

period, issued more than US $1,000,000,000 in non-convertible debt;

● the date on which we are deemed to be a “large accelerated

filer,” as defined in Rule 12b-2 of the Exchange Act, which would occur as of the end of any fiscal year in which the market value

of our Class A ordinary shares that are held by non-affiliates exceeds US$700,000,000 as of the last day of our most recently completed

second fiscal quarter.

Additionally, we are a “smaller reporting

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The annual fee, together with any reimbursement, shall not exceed the Cap.

For the year ended

December 31, 2025 and 2024, the Company has paid the service provider $660,704 and $0, respectively, pursuant to the advisory services

Periodic Reporting and Audited Financial Statements

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business