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): ~~September~~April 168, ~~2025~~2026

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	ETHMU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	ETHM	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	ETHMW	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 71.01. ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

On ~~September~~April 168, ~~2025,~~2026 (the “Effective Date”), Dynamix Corporation, a Cayman Islands exempted company (“Dynamix”), The Ether Machine, Inc., a Delaware corporation (“Pubco”), ~~issued~~ETH SPAC Merger Sub Ltd., a ~~press~~Cayman ~~release~~Islands ~~announcing~~exempted ~~Pubco’s~~company ~~confidential~~(“SPAC ~~submission~~Merger Sub”), The Ether Reserve LLC, a Delaware limited liability company (the “Company”), Ethos Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of SPAC (“SPAC Subsidiary A”), Ethos Sub 2, Inc., a ~~draft~~Delaware corporation and a wholly owned subsidiary ~~registration~~of ~~statement~~SPAC onSubsidiary ~~Form~~A ~~S-4~~(“SPAC Subsidiary B”), Ethos Sub 3, Inc., a Delaware corporation and a wholly owned subsidiary of SPAC Subsidiary B (“Company Merger Sub” and, together with SPAC Subsidiary A and SPAC Subsidiary B, the ~~Securities~~“SPAC Subsidiaries” and ~~Exchange~~each, ~~Commission.~~a “SPAC Subsidiary”), ETH Partners LLC, a Delaware limited liability company (the “Seller”), DynamixCore Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and the party named on Annex A ~~copy~~thereto of(the “Payor”), entered into a Termination Agreement (the ~~press~~“Termination ~~release~~Agreement”), ispursuant ~~attached~~to ~~hereto~~which the parties agreed to mutually terminate (i) the Business Combination Agreement, dated as ~~Exhibit~~of July 21, 2025, by and among Dynamix, Pubco, SPAC Merger Sub, the Company, the SPAC 99Subsidiaries and the Seller (the “Business Combination Agreement”) pursuant to Section 10.1(a) thereof (other than certain customary limited provisions that survive the termination pursuant to the terms of the Business Combination Agreement), and ~~incorporated~~(ii) ~~herein~~the Sponsor Support Agreement, dated as of July 21, 2025, by ~~reference~~and among the Sponsor, Dynamix and Pubco (the “Sponsor Support Agreement”), in each case pursuant to the terms of the Termination Agreement.

~~The information~~By invirtue ~~this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes~~ of ~~Section 18~~the termination of the ~~Securities~~Business ~~Exchange~~Combination ~~Act of 1934~~Agreement, ~~as amended (~~the ~~“Exchange~~ETHM ~~Act”),~~Subscription orAgreements ~~otherwise subject to liabilities under that section,~~ and ~~shall not be deemed to be incorporated by reference into~~ the ~~filings~~Contribution ofAgreement ~~Dynamix~~(each ~~Corporation under the Securities Act of 1933,~~ as ~~amended~~defined ~~(the~~in ~~“Securities Act”) or~~ the ~~Exchange Act, regardless of any general incorporation language in~~Business ~~such~~Combination ~~filings.~~Agreement) ~~This~~terminated ~~Current Report on Form 8-K will not be deemed an admission as to the materiality of any of the information~~ in ~~this Item~~accordance ~~7.01,~~with ~~including~~their ~~Exhibit 99~~terms.1.

~~Additional~~Pursuant ~~Information~~to the Termination ~~and~~Agreement, ~~Where~~the Payor is required to ~~Find~~pay ItDynamix $50,000,000 within 15 days of the Effective Date.

~~Dynamix Corporation~~The ~~(the~~Termination ~~“SPAC”)~~Agreement contains ~~and~~mutual ~~Pubco~~releases ~~intend~~by toall ~~file~~parties, ~~with~~for ~~the~~all ~~SEC~~claims aknown ~~Registration~~and ~~Statement~~unknown, ~~which~~relating ~~will include a preliminary proxy statement of SPAC~~ and aarising ~~prospectus~~out of, Pubco (the “Proxy Statement/Prospectus”) in connection with the proposed business combination (the “Business Combination”) and the other transaction contemplated by the Business Combination Agreement and/or ~~described~~relating ~~in this Current Report on Form 8-K (collectively~~to, ~~the~~among ~~“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~~things, the Business Combination ~~and other matters as described in the Proxy Statement/Prospectus~~Agreement. ~~SPAC~~The ~~and/or~~Termination ~~Pubco~~Agreement ~~will~~ also ~~file~~contains ~~other~~a ~~documents regarding~~covenant ~~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~~sue, ~~SHAREHOLDERS~~a OFmutual ~~SPAC~~non-disparagement ~~AND OTHER INTERESTED PARTIES ARE URGED TO READ~~agreement, ~~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~~customary ~~filed or that will be filed with the SEC by SPAC and Pubco, without charge, once available, on the SEC’s website at www~~terms.sec.gov or by directing a request to: Dynamix Corp, 1980 Post Oak Blvd., Suite 100, PMB 6373, Houston, TX 77056; e-mail: info@regen.io, or to: The Ether Machine, Inc., 2093 Philadelphia Pike #2640, Claymont, DE 19703, e-mail: dm@etherreserve.com.

~~NEITHER~~The Termination Agreement ~~THE~~further ~~SEC~~provides ~~NOR~~that ~~ANY~~the ~~STATE~~Payor ~~SECURITIES~~will ~~REGULATORY~~indemnify ~~AGENCY~~Dynamix, ~~HAS~~the ~~APPROVED~~Sponsor ORand ~~DISAPPROVED~~their ~~THE~~affiliates ~~PROPOSED~~and ~~TRANSACTIONS~~the ~~DESCRIBED~~Berns ~~HEREIN,~~Parties ~~PASSED~~(as ~~UPON~~defined in the Termination ~~THE~~Agreement) ~~MERITS~~for ORcertain ~~FAIRNESS~~losses OFarising ~~THE~~out ~~BUSINESS~~of ~~COMBINATION~~or ORcaused ~~ANY~~by ~~RELATED~~or ~~TRANSACTIONS~~based ORupon ~~PASSED~~certain ~~UPON~~actions ~~THE~~brought ~~ADEQUACY~~by ORany ~~ACCURACY~~ETHM OFInvestor ~~THE~~(as ~~DISCLOSURE~~defined in the INBusiness ~~THIS~~Combination ~~REPORT.~~Agreement) ~~ANY~~other ~~REPRESENTATION~~than TOan ~~THE~~ETHM ~~CONTRARY~~Investor ~~CONSTITUTES~~that Ais ~~CRIMINAL~~a ~~OFFENSE~~SPAC Releasing Party (as defined in the Termination Agreement) and that Dynamix will indemnify Pubco, the Company, the Seller, the Payor and their affiliates and the Berns Parties for certain losses arising out of or caused by or based upon certain actions brought by any Dynamix shareholder, in their capacity as a shareholder, who is not an ETHM Investor.

The ~~Pubco~~ ~~Class~~foregoing Adescription of ~~Stock to be issued by Pubco and~~ the ~~class~~Termination AAgreement ~~units~~does ~~issued~~not ~~and~~purport to be ~~issued~~complete byand ~~the~~is ~~Company,~~qualified in ~~each~~its ~~case,~~entirety inby ~~connection~~reference ~~with~~ to the ~~Proposed~~text ~~Transactions,~~of ~~have not been registered under~~ the ~~Securities~~Termination Agreement, ~~Act~~a ~~and~~copy ~~may~~of ~~not~~which beis ~~offered~~filed orherewith ~~sold~~and inincorporated ~~the~~by ~~United~~reference ~~States~~herein ~~absent registration~~and ormade ana ~~applicable~~part ~~exemption from the registration requirements of the Securities Act~~hereof.

1Dynamix’s amended and restated memorandum and articles of association provide that it has until November 22, 2026 to complete its initial business combination. As disclosed in the final prospectus relating to Dynamix’s initial public offering, filed on November 21, 2024 and subsequent filings with the Securities and Exchange Commission, if Dynamix has not completed its initial business combination within such time period, it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses) and not previously released to it pursuant to permitted withdrawals, divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and Dynamix’s officers and directors have entered into a letter agreement with Dynamix, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if Dynamix fails to complete its initial business combination within the completion window, although they will be entitled to liquidating distributions from assets outside the trust account, which would include any portion of the payments received pursuant to the Termination Agreement that have not been used to pay Dynamix’s expenses.

~~Participants in the Solicitation~~1

~~SPAC, Pubco,~~Item the Company and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies from SPAC’s shareholders in connection with the Business Combination1. A list of the names of such directors and executive officers, and information regarding their interests in the Business Combination and their ownership of SPAC’s securities are, or will be, contained in SPAC’s filings with the SEC02. ~~Additional~~Termination ~~information regarding the interests~~ of ~~the~~a ~~persons~~Material ~~who~~Definitive may, under SEC rules, be deemed participants in the solicitation of proxies of SPAC’s shareholders in connection with the Business Combination, including the names and interests of the Company and Pubco’s directors and executive officers, will be set forth in the Proxy Statement/Prospectus, which is expected to be filed by SPAC and Pubco with the SECAgreement. ~~Investors and security holders may obtain free copies of these documents as described above.~~

NoThe ~~Offer~~information orcontained in ~~Solicitation~~Item 1.01 of this Current Report on Form 8-K with respect to the termination of the Business Combination Agreement, the Sponsor Support Agreement, and the ETHM Subscription Agreements is incorporated by reference herein and made a part hereof.

~~This Current~~Item Report on Form 8-K is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of SPAC, the Company or Pubco, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction9. ~~No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom~~01. ~~Investors~~Financial ~~should~~Statements ~~consult with~~and ~~their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act~~Exhibits.

~~Forward-Looking~~(d) ~~Statements~~ Exhibits

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Proposed Transactions and the parties thereto, including expectations, hopes, beliefs, intentions, plans, prospects, results or strategies regarding Pubco, the Company, SPAC and the Proposed Transactions, statements regarding the anticipated benefits and timing of completion of the Proposed Transactions, The ~~Ether~~following ~~Machine’s~~exhibits future status as a public company and publicly traded Ethereum company, and The Ether Machine’s ability to set a new benchmark for digital asset treasuries entering the public markets, The Ether Machine’s expectation if will have one of the largest on-chain ETH positions of any public entity, The Ether Machine’s ability to actively generate and optimize ETH-denominated returns through staking, restaking, and secure, professionally risk-managed DeFi participation, and Pubco’s expectations regarding its high standards of disclosure, governance, and transparency. These forward-looking statements generally are ~~identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,”~~ ~~“intend,”~~being ~~“strategy,”~~filed ~~“future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.~~herewith:

Exhibit No.		Description
10.1+		Termination Agreement, dated as of April 8, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~These are~~+ ~~subject~~Certain toschedules, ~~various~~exhibits ~~risks~~ and ~~uncertainties,~~similar ~~including~~attachments ~~regulatory~~have ~~review,~~been ~~Ethereum~~omitted ~~protocol~~pursuant ~~developments, market dynamics, the risk that the Proposed Transactions may not be completed in a timely manner or at all, failure for any condition~~ to ~~closing~~Item of the Business Combination to be met, the risk that the Business Combination may not be completed by SPAC’s business combination deadline, the failure by the parties to satisfy the conditions to the consummation of the Business Combination, including the approval of SPAC’s shareholders, or the private placement investments, costs related to the Proposed Transactions and as 601(a)(5) ~~result~~ of ~~becoming~~Regulation a public company, failure to realize the anticipated benefits of the Proposed Transactions, the level of redemptions of SPAC’s public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Class A shares of SPAC or the shares of Pubco Class A Stock, the lack of a thirdS-~~party~~K. ~~fairness~~Dynamix ~~opinion in determining whether or not to pursue the Business Combination, the failure of Pubco to obtain or maintain the listing of its securities any stock exchange on which Pubco Class A Stock~~ will beprovide ~~listed~~a ~~after~~copy ~~closing~~ of ~~the~~such ~~Business~~omitted ~~Combination,~~materials ~~changes in business, market, financial, political and regulatory conditions, risks relating~~ to ~~Pubco’s anticipated operations and business, including~~ the ~~highly~~Securities ~~volatile nature of the price of Ether, the risk that Pubco’s stock price will be highly correlated to the price of Ether~~ and ~~the~~Exchange ~~price~~Commission ~~of Ether may decrease between the signing of the definitive documents for the Proposed Transactions and the closing of the Proposed Transactions~~ or at any time after the closing of the Proposed Transactions, risks related to increased competition in the industries in which Pubco will operate, risks relating to significant legal, commercial, regulatory and technical uncertainty regarding Ether, risks relating to the treatment of crypto assets for U.S. and foreign tax purposes, challenges in implementing its ~~business~~staff ~~plan~~upon including Ether-related financial and advisory services, due to operational challenges, significant competition and regulation, being considered to be a “shell company” by any stock exchange on which the Pubco Class A Stock will be listed or by the SEC, which may impact the ability to list Pubco’s Class A Stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities, the outcome of any potential legal proceedings that may be instituted against the Company, SPAC, Pubco or others following announcement of the Business Combination and those risk factors discussed in documents of the Company, Pubco, or SPAC filed, or to be filed, with the SECrequest.

The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the final prospectus of SPAC dated as of November 20, 2024 and filed by SPAC with the SEC on November 21, 2024, SPAC’s Quarterly Reports on Form 10Forward-Q,Looking SPAC’s Annual Report on Form 10-K filed with the SEC on March 20, 2025 and the registration statement on Form S-4 and proxy statement/prospectus that will be filed by Pubco and SPAC, and other documents filed by SPAC and Pubco from time to time with the SEC, as well as the list of risk factors included herein. These filings do or will identify and address other important risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. Additional risks and uncertainties not currently known or that are currently deemed immaterial may also cause actual results to differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation and do not intend to update or revise these forward-looking statements, each of which are made only as of the date of this Current Report on Form 8-K.Statements

~~Item~~This report includes 9“forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.01 You should not rely on these forward-looking statements as predictions of future events. ~~Financial~~These ~~Statements~~forward-looking statements involve significant risks and ~~Exhibits~~uncertainties that could cause the actual results to differ materially from the expected results, including the risks and uncertainties described in the “Risk Factors” section of the final prospectus of Dynamix dated as of November 20, 2024 and filed by Dynamix with the SEC on November 21, 2024 and Dynamix’s Annual Report on Form 10-K filed with the SEC on March 6, 2026. Most of these factors are outside Dynamix’s control and are difficult to predict. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Dynamix does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

~~(d) Exhibits~~2

Exhibit No.		Description
99.1		Press release, dated September 16, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

3Pursuant 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.

SIGNATURE

	DYNAMIX CORPORATION

Date: April 10, 2026	By:	/s/ Andrea Bernatova
		Name:	Andrea Bernatova
		Title:	Chief Executive Officer

~~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.~~3

	DYNAMIX CORPORATION
Date: September 16, 2025	By:	/s/ Andrea Bernatova
		Name: Andrea Bernatova
		Title: Chief Executive Officer

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