Dynamix terminates Ether Machine merger; receives $50M termination fee

Dynamix Corp

Dynamix Corporation terminated its Business Combination Agreement with The Ether Machine, Inc. dated July 21, 2025.
Payor to pay Dynamix $50,000,000 within 15 days of April 8, 2026 as consideration for the termination.
Dynamix has until November 22, 2026 to complete a new initial business combination or will redeem public shares and liquidate.
Termination Agreement includes mutual releases, non-disparagement covenants, and indemnification provisions for certain claims.
The failed merger leaves Dynamix as a SPAC seeking an alternative target within the allowed time frame.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Dynamix Corp entered into Termination Agreement with Dynamix Corporation, The Ether Machine, Inc., ETH SPAC Merger Sub Ltd., The Ether Reserve LLC, Ethos Sub 1, Inc., Ethos Sub 2, Inc., Ethos Sub 3, Inc., ETH Partners LLC, DynamixCore Holdings, LLC, and the party named on Annex A valued at $50,000,000 (effective 2026-04-08).

Action: entry
Agreement: settlement
Counterparty: Dynamix Corporation, The Ether Machine, Inc., ETH SPAC Merger Sub Ltd., The Ether Reserve LLC, Ethos Sub 1, Inc., Ethos Sub 2, Inc., Ethos Sub 3, Inc., ETH Partners LLC, DynamixCore Holdings, LLC, and the party named on Annex A
Value: $50,000,000
Effective: 2026-04-08

Exact text from the filing

Pursuant to the Termination Agreement, the Payor is required to pay Dynamix $50,000,000 within 15 days of the Effective Date

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Dynamix Corp terminated Business Combination Agreement with The Ether Machine, Inc., ETH SPAC Merger Sub Ltd., The Ether Reserve LLC, Ethos Sub 1, Inc., Ethos Sub 2, Inc., Ethos Sub 3, Inc., ETH Partners LLC, DynamixCore Holdings, LLC (effective 2026-04-08).

Action: termination
Agreement: merger
Counterparty: The Ether Machine, Inc., ETH SPAC Merger Sub Ltd., The Ether Reserve LLC, Ethos Sub 1, Inc., Ethos Sub 2, Inc., Ethos Sub 3, Inc., ETH Partners LLC, DynamixCore Holdings, LLC
Effective: 2026-04-08

Exact text from the filing

On April 8, 2026 (the “Effective Date”), Dynamix Corporation, a Cayman Islands exempted company (“Dynamix”), The Ether Machine, Inc., a Delaware corporation (“Pubco”), ETH SPAC Merger Sub Ltd., a Cayman Islands exempted company (“SPAC 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 Delaware corporation and a wholly owned subsidiary of SPAC Subsidiary A (“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 “SPAC Subsidiaries” and each, 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 thereto (the “Payor”), entered into a Ter

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Dynamix Corp terminated Sponsor Support Agreement with DynamixCore Holdings, LLC, Dynamix Corporation, The Ether Machine, Inc. (effective 2026-04-08).

Action: termination
Counterparty: DynamixCore Holdings, LLC, Dynamix Corporation, The Ether Machine, Inc.
Effective: 2026-04-08

Exact text from the filing

(ii) the Sponsor Support Agreement, dated as of July 21, 2025, by and among the Sponsor, Dynamix and Pubco (the “Sponsor Support Agreement”), in each case pursuant to the terms of the Termination Agreement

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Dynamix Corp filing history →

Source: SEC EDGAR

accession 0001213900-26-042469

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