UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 3, 2024
Dynamix Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-42414 | 00-0000000 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
1980 Post Oak Blvd., Suite 100
PMB 6373
Houston, TX, 77056
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (646) 792 5600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which each class is registered | ||
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | DYNXU | The Nasdaq Stock Market LLC | ||
| Class A ordinary shares, par value $0.0001 per share | DYNX | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, at an exercise price of $11.50 per share | DYNXW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On November 22, 2024, Dynamix Corporation (the “Company”) consummated its initial public offering (“IPO”) of 16,600,000 units (the “Units”), including the issuance of 1,600,000 Units as a result of the underwriters’ partial exercise of their option to purchase additional Units. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A ordinary shares”), and one-half of one redeemable warrant of the Company. Each whole warrant is exercisable to purchase one Class A ordinary share of the Company at a price of $11.50 per share. Only whole warrants are exercisable. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $166,000,000 (before underwriting discounts and commissions and offering expenses).
Simultaneously with the closing of the IPO, pursuant to (i) the Private Placement Warrants Purchase Agreement between the Company and DynamixCore Holdings, LLC (the “Sponsor”), dated November 20, 2024, and (ii) the Private Placement Warrants Purchase Agreement by and among the Company and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, Seaport Global Securities LLC and Clear Street LLC (collectively, the “Subscriber”), dated November 20, 2024, the Company completed the private sale of 3,910,000 warrants to the Sponsor and 2,075,000 warrants to the Subscriber, respectively (the “Private Placement”), at a purchase price of $1.00 per Private Placement Warrant (collectively, the “Private Placement Warrants”), generating gross proceeds to the Company of $5,985,000.
On November 22, 2024, an amount of $166,415,000 ($10.025 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Odyssey Transfer and Trust Company, acting as trustee.
An audited balance sheet as of November 22, 2024, reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement, has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 99.1 | Audited Balance Sheet as of November 22, 2024. |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DYNAMIX CORPORATION | |||
| Date: December 3, 2024 | By: | /s/ Andrea Bernatova | |
| Name: | Andrea Bernatova | ||
| Title: | Chief Executive Officer | ||
2
