Overview

Dynamix Corp is a blank check company incorporated in the Cayman Islands on June 13, 2024. The company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Dynamix expects to continue to incur significant costs in the pursuit of its acquisition plans, but cannot assure that its plans to complete a business combination will be successful.

Results of Operations

Dynamix has not engaged in any operations or generated any revenues to date. The company’s only activities from June 13, 2024 (inception) through March 31, 2025 were organizational activities, preparing for the initial public offering, and identifying a target company for a business combination. Dynamix does not expect to generate any operating revenues until after the completion of its initial business combination.

For the three months ended March 31, 2025, Dynamix had a net income of $1,032,650, which consisted of:

Liquidity and Capital Resources

Until the consummation of the initial public offering, Dynamix’s only source of liquidity was an initial purchase of Class B ordinary shares by the sponsor and loans from the sponsor.

On November 22, 2024, Dynamix consummated the initial public offering of 16,600,000 Units at $10.00 per Unit, generating gross proceeds of $166,000,000. Simultaneously, the company sold 5,985,000 private placement warrants at $1.00 per warrant to the sponsor, generating $5,985,000.

After the initial public offering, the partial exercise of the over-allotment option, and the sale of the private placement warrants, a total of $166,415,000 was placed in the trust account. Dynamix incurred $10,605,256 in initial public offering related costs.

As of March 31, 2025, Dynamix had $1,229,430 in cash held outside of the trust account. The company intends to use these funds primarily to identify and evaluate target businesses, perform due diligence, and complete a business combination.

Dynamix may withdraw interest earned on the trust account to fund working capital requirements, subject to an annual limit of 10% of interest earned. The company has also entered into an advisory services agreement with an affiliate of the sponsor, under which it will pay an annual fee and reimburse certain expenses, subject to an annual cap of 10% of interest earned on the trust account.

Off-Balance Sheet Arrangements and Contractual Obligations

Dynamix has no off-balance sheet arrangements as of March 31, 2025. The company’s contractual obligations include an agreement to pay $30,000 per month for office space, utilities, and administrative support, as well as the advisory services agreement with the sponsor affiliate. Dynamix also has a $15,000 per month contract with Avenue Z Inc. for public relations services.

The company is also obligated to pay the underwriters a cash underwriting fee of $3,320,000 and a deferred underwriting fee of $6,640,000 upon completion of the initial business combination.

Critical Accounting Estimates

Dynamix’s critical accounting estimates include the valuation of the over-allotment option liability, which is measured at fair value using a Black-Scholes model with significant unobservable inputs related to expected share-price volatility, expected life, and risk-free interest rate.

Outlook

Dynamix continues to pursue its goal of identifying and completing a successful business combination. The company believes it has sufficient funds in the trust account and available cash to meet its current obligations, but may need to raise additional financing if the costs of the business combination exceed expectations. Overall, Dynamix remains focused on evaluating potential target companies and negotiating a transaction that will create value for its shareholders.