Form 8-K

8-K — Dynamix Corp

Accession: 0001213900-26-113686

Filed: 2026-10-29

Period: 2026-10-29

CIK: 0002028699

SIC: 6770 (BLANK CHECKS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0310052-8k_dynamix.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED OCTOBER 29, 2023 (ea031005201ex99-1.htm)

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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):

October 29, 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

DYNCU

The Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share

DYNC

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

DYNCW

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 October 29, 2026, Dynamix

Corporation (the “Company”) issued a press release announcing that it will redeem all of its outstanding Class A ordinary

shares, par value $0.0001 (the “Public Shares”), effective as of October 30, 2026, at an estimated per-share redemption price of approximately

$10.71 (the “Redemption Amount”), because the Company is unable to complete an initial business combination by the deadline

under its Amended and Restated Memorandum and Articles of Association. As of the close of business on October 30, 2026, the Public Shares

will be deemed cancelled and will represent only the right to receive the Redemption Amount.

The Company’s sponsor,

officers and directors have previously agreed to waive their rights to liquidating distributions from the Trust Account with respect to

their Class B ordinary shares, par value $0.0001 per share, of the Company. There will be no redemption rights or liquidating distributions

with respect to the Company’s warrants, which will expire worthless.

A copy of the press release

is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release, dated October 29, 2023.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: October 29, 2026

By:

/s/ Nader Daylami

Name: Nader Daylami

Title: Chief Financial Officer

EX-99.1 — PRESS RELEASE, DATED OCTOBER 29, 2023

EX-99.1

Filename: ea031005201ex99-1.htm · Sequence: 2

Exhibit 99.1

Dynamix Corporation Announces Its Intention

to Liquidate

Houston, TX, October 29, 2026 – Dynamix Corporation (NASDAQ:

DYNC) (the “Company”), a publicly traded special purpose acquisition company, today announced that its board of directors

(the “Board”) has determined to redeem all of its outstanding Class A ordinary shares, par value $0.0001 per share, sold in

its initial public offering (the “public shares”) because the Company is unable to complete an initial business combination

by the deadline under its Amended and Restated Memorandum and Articles of Association.

Accordingly, the Company will (i) cease all operations except for the

purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, 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

Company’s trust account including interest earned (which interest shall be net of amounts withdrawn to fund our working capital

requirements, subject to an annual limit of 10% of the interest earned on the trust account, and to pay our taxes (“permitted withdrawals”)

and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption

will completely extinguish the holders’ rights as shareholders (including the right to receive further liquidating distributions,

if any), subject to applicable law (the “Redemption”), and (iii) as promptly as reasonably possible following the Redemption,

subject to the approval of the Company’s remaining shareholders and the Board, dissolve and liquidate, subject in each case to the

Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

The Company’s sponsor, officers and directors have previously

agreed to waive their rights to liquidating distributions from the trust account with respect to their Class B ordinary shares, par value

$0.0001 per share, of the Company.

In order to provide for the disbursement of funds from its trust account,

the Company has instructed Odyssey Transfer and Trust Company, as its trustee, to take all necessary actions to effect the Redemption.

The proceeds thereof, less $100,000 of interest to pay dissolution expenses and net of permitted withdrawals, will be held in a trust

operating account while awaiting disbursement to the holders of the public shares. The Company expects to redeem all of the outstanding

public shares for an estimated redemption price of approximately $10.71 per share (the

“Redemption Amount”). All other costs and expenses associated with implementing the dissolution will be funded from proceeds

held outside of the trust account. Record holders of public shares will not need to take any action in order to receive their pro rata

portion of the proceeds of the trust account, which will be paid to them by check mailed by Odyssey Transfer and Trust Company, the Company’s

transfer agent. Beneficial owners of public shares held in “street name” will also not need to take any action in order to

receive the Redemption Amount.

The last day that the Company’s securities will trade on The

Nasdaq Stock Market LLC (“Nasdaq”) will be October 29, 2026. Effective as of the close of business on October 30, 2026, the

public shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.

The Company expects that Nasdaq will file a Form 25 with the United

States Securities and Exchange Commission (the “Commission”) to delist its securities. The Company thereafter intends to file

a Form 15 with the Commission to suspend its reporting obligations under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”).

Forward-Looking Statements

This press release, and oral statements made from time to time by

representatives of the Company, may include “forward-looking statements” within the meaning of Section 27A of the Securities

Act of 1933, as amended, and Section 21E of the Exchange Act. All statements other than statements of historical fact included in this

press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,”

“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”

“plan,” “possible,” “potential,” “predict,” “project,” “should,”

“would” and similar expressions, as they relate to the Company or its management team, identify forward-looking statements.

Such forward-looking statements are based on the beliefs of the Company’s management, as well as assumptions made by, and information

currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking

statements as a result of certain factors detailed in the Company’s filings with the Commission. All subsequent written or oral

forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph.

Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set

forth in the Risk Factors section of the Company’s most recent annual report on Form 10-K and any subsequently filed quarterly

reports on Form 10-Q, each filed with the Commission. The Company undertakes no obligation to update these statements for revisions or

changes after the date of this release, except as required by law.

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