Dynamix Corp 8-K

What Happened

• Dynamix Corporation (ETHM) announced it entered into a Termination Agreement effective April 8, 2026, that mutually terminates the Business Combination Agreement dated July 21, 2025 and the related Sponsor Support Agreement.
• As a result, the ETHM Subscription Agreements and the Contribution Agreement terminated. Under the Termination Agreement, the Payor must pay Dynamix $50,000,000 within 15 days of the effective date (on or about April 23, 2026). The agreement includes mutual releases, a covenant not to sue, mutual non-disparagement, and indemnity provisions allocating certain litigation risks between the parties.

Key Details

• Termination effective date: April 8, 2026; $50,000,000 payment due within 15 days (≈ April 23, 2026).
• Agreements terminated: Business Combination Agreement (7/21/2025), Sponsor Support Agreement, ETHM Subscription Agreements, Contribution Agreement.
• Contract terms: mutual releases (known and unknown claims), covenant not to sue, mutual non-disparagement, indemnities allocating investor- and shareholder-related claims.
• Dynamix’s corporate charter gives it until November 22, 2026 to complete an initial business combination; if not completed it may wind up, redeem public shares from its trust account, and dissolve per its prospectus.

Why It Matters

• Investors should note the planned merger has been cancelled and Dynamix will receive a significant lump-sum payment ($50M) that could be used for expenses or distributions outside the trust account.
• The termination preserves legal releases and shifts certain litigation risks via indemnities, and it re-activates the timeline in Dynamix’s charter: if no new business combination is completed by November 22, 2026, liquidation and public-share redemptions may follow per prior disclosures.