Announcement • Jul 29
Bulldog Investors Provides Information to Shareholders On July 28, 2026, Bulldog Investors, LLP stated that, according to the Dynamix Corporation had 16.6 million Class A shares and 5,533,333 Class B shares outstanding, and highlighted that the Company received a $50 million termination fee in connection with the termination of the business combination agreement with The Ether Machine, Inc., and estimated that, assuming no extraordinary expenses have been or will be properly incurred, the company’s net assets should be at least $45 million. In addition, Bulldog Investors argued that if the Company fails to complete a business combination by November 22, 2026, the board would face 2 options that the equitable Option, which would distribute substantially all net cash outside the trust account to all stockholders before redemption of the Class A shares, or the self-serving Option, which would refuse such a distribution and result in the net cash being held solely for the benefit of the Class B stockholders. Further, Bulldog Investors stated that each director owns Class B shares and is therefore conflicted with regard to these options, and cited Company’s Code of Business Conduct and Ethics, which requires directors to promote honest and ethical conduct, protect company assets, avoid conflicts of interest, and refrain from using corporate property, information, or position for personal gain, and Bulldog Investors further asserted that the prospectus did not disclose that the company would not intend to make distributions prior to the redemption of Class A shares in the event of a termination payment and no business combination, and argued that the Equitable Option is consistent with the Code of Conduct and fiduciary duty, whereas the Self-serving Option could constitute a breach of fiduciary duty. Furthermore, bulldog Investors noted that similar cases involving termination fees received by SPACs have resulted in settlements and expressed a preference to avoid litigation and related legal expenses by engaging in discussions with the board to resolve the matter. Announcement • Jul 22
The Ether Reserve LLC entered into a definitive business combination agreement to acquire Dynamix Corporation (NasdaqGM:DYNX) from DynamixCore Holdings, LLC and others in a reverse merger transaction. The Ether Reserve LLC entered into a definitive business combination agreement to acquire Dynamix Corporation (NasdaqGM:DYNX) from DynamixCore Holdings, LLC and others in a reverse merger transaction on July 21, 2025. The consideration consists of common equity. The total sources of contributed, business combination and balance sheet cash is of $1 billion. The transaction will be financed of $650 million through ETH partners and $860 million through institutional and strategic investors. Upon the closing of the business combination, the combined entity will trade on NASDAQ under the ticker symbol “ETHM”. The transaction is expected to deliver over $1.6 billion of gross proceeds, including over $1.5 billion of fully committed financing and up to $170 million of cash held in Dynamix’s trust account. The company is expected to launch with over 400,000 ETH on its balance sheet, making it the largest public Ether generation company.
The transaction is subject to shareholder approval of Dynamix Corporation and other customary closing conditions. The deal has been unanimously approved by the board of Dynamix and Ether. The expected completion of the transaction is fourth quarter of 2025.
Citigroup Global Markets, Inc. acted as Capital Markets Advisor to The Ether Reserve LLC and served as Sole Placement Agent for institutional and strategic investors on the upsized $800 million in committed financing. Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsel to The Ether Reserve LLC. Davis Polk & Wardwell LLP acted as legal counsel to Citigroup. Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“Cohen & Company”) and Scotia Capital (USA) Inc. acted as joint financial advisors to Dynamix Corporation. Cohen & Company acted as Lead Capital Markets Advisor to Dynamix. Evan M. D’Amico, Gerry Spedale, Harrison Korn, Edward Wei and Jeffrey Steiner of Gibson, Dunn & Crutcher LLP acted as legal counsel to Dynamix Corporation. 
