08/06/2025 | Press release | Distributed by Public on 08/06/2025 04:30
| Item 7.01. | Regulation FD Disclosure. |
As previously announced, on July 21, 2025, Dynamix Corporation ("SPAC"), The Ether Machine, Inc., a Delaware corporation ("Pubco"), and The Ether Reserve LLC, a Delaware limited liability company (the "Company") entered into subscription agreements (collectively, the "Company Unit Subscription Agreements") with certain investors pursuant to which such investors agreed to purchase, and the Company agreed to issue and sell Company Class A Units.
The Signing Ether Price under the Company Unit Subscription Agreements, which is the volume-weighted average price of Ether denominated in USD as calculated from all executed trades on Coinbase Global, Inc. over the ten-day period ending at 5:00 p.m. New York City time on August 1, 2025, has been determined to be $3,719.027.
The information in this Item 7.01 is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of SPAC under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any of the information in this Item 7.01.
Additional Information and Where to Find It
SPAC and Pubco intend to file with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4 (the "Registration Statement"), which will include a preliminary proxy statement of SPAC and a prospectus of Pubco (the "Proxy Statement/Prospectus") in connection with a proposed business combination (the "Business Combination") and the other transactions contemplated by the Business Combination Agreement and/or described in this Current Report on Form 8-K (together with the Business Combination and the private placement investments, the "Proposed Transactions"). The definitive proxy statement and other relevant documents will be mailed to shareholders of SPAC as of a record date to be established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. SPAC and/or Pubco will also file other documents regarding the Proposed Transactions with the SEC. This Current Report on Form 8-K does not contain all of the information that should be considered concerning the Proposed Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF SPAC AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH SPAC'S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT SPAC, THE COMPANY, PUBCO AND THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by SPAC and Pubco, without charge, once available, on the SEC's website at www.sec.gov or by directing a request to: Dynamix Corp, 1980 Post Oak Blvd., Suite 100, PMB 6373, Houston, TX 77056; e-mail: [email protected], or to: The Ether Machine, Inc., 2093 Philadelphia Pike #2640, Claymont, DE 19703, e-mail: [email protected].