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DNMXW • CIK 0002081125
We are a blank check company incorporated in the Cayman Islands (the “Company”) on June 20, 2025 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “initial business combination”). We have reviewed, and continue to review, a number of opportunities to enter into an initial business combination with an operating business, but we are not able to determine at this time whether we will complete an initial business combination with any of the target businesses that we have reviewed or with any other target business. We also have neither engaged in any operations nor generated any revenue to date. Based on our business activities, the Company is a “shell company” as defined under the Securities Exchange Act of 1934 (the “Exchange Act”) because we have no operations and nominal assets consisting almost entirely of cash except proceeds from our initial public offering (as defined below) that is held in the trust account and invested mainly in U.S. Treasury Bills. On June 24, 2025, we issued an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share (“founder shares”) to DynamixCore Holdings III, LLC (our “sponsor”), for an aggregate purchase price of $25,000. On September 16, 2025, we effected a 1 to 1.1666666087 share split of the founder shares, which resulted in a total of 6,708,333 founder shares held by the sponsor. The registration statement on Form S-1 (File No. 333-289517) for our initial public offering (the “initial public offering”) was declared effective by the Securities and Exchange Commission (the “SEC”) on October 29, 2025. On October 31, 2025, the Company consummated the initial public offering of 20,125,000, including 2,625,000 units as a result of the underwriters’ full exercise of their overallotment option (the “Units”), at an offering price of $10.00 per Unit. The gross proceeds from the initial public offering were $201,250,000 in the aggregate. Simultaneous with the consummation of the initial public offering and the issuance and sale of the Units, the Company consummated the private placement (the “private placement”) of 6,275,000 private placement warrants at a price of $1.00 per Private Placement Warrant, generating total gross proceeds of $6,275,000. A total of $201,250,000 of the net proceeds of initial public offering and private placement, were placed in a trust account maintained by the Odyssey Transfer and Trust Company acting as trustee. Transaction costs amounted to $12,690,485, consisting of $4,025,000 of cash underwriting fees, $8,050,000 of deferred underwriting fees, and $615,485 of other offering costs. The balance of the funds held outside of the trust account are intended to be used primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination. In the future, a portion of interest income on the funds held in the trust account may be released to us as permitted withdrawals to fund our working capital requirements (subject to an annual limit of 10% of interest earned on funds held in the trust account (the “Cap”)), and to pay tax obligations. At December 31, 2025, funds held in the trust account equaled $202,473,195. Our Units began trading on October 31, 2025 on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “DNMXU.” On November 14, 2025, we announced that the holders of the Units may elect to separately trade the Class A ordinary shares and redeemable warrants included in the Units commencing on November 19, 2025. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant to purchase one Class A ordinary share. Any Units not separated will continue to trade on the Nasdaq under the symbol “DNMXU”. Any underlying Class A ordinary shares and warrants that are separated will trade on the Nasdaq under the symbols “DNMX” and “DNMXW,” respectively. Sources of Target Businesses We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers and private investment funds.…