Business Description

We are a blank check company incorporated in the Cayman Islands (the “Company”) on June 13, 2024 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 identified a target for our business combination, as described below under “Proposed Business Combination.” If the proposed Business Combination is not completed, we will 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, including the proposed Business Combination or with any other target business. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from June 13, 2024 (inception) through December 31, 2025 relates to the Company’s formation, the initial public offering (the “initial public offering”), which is described below, and subsequent to the initial public offering, identifying a target company for a business combination and pursuing the completion of the proposed Business Combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the initial public offering. 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 US Treasury Bills. On June 18, 2024, we issued an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share (“founder shares”) to DynamixCore Holdings, LLC (our “sponsor”), for an aggregate purchase price of $25,000. On January 7, 2025, the sponsor surrendered 216,667 founder shares for no value, resulting in 5,533,333 Class B ordinary shares outstanding. The registration statement on Form S-1 (File No. 333-280719) for our initial public offering was declared effective by the Securities and Exchange Commission (the “SEC”) on November 20, 2024. On November 22, 2024, the Company consummated the initial public offering of 16,600,000, including 1,600,000 units as a result of the underwriters’ partial 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 $166,000,000 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 5,985,000 private placement warrants at a price of $1.00 per Private Placement Warrant, generating total gross proceeds of $5,985,000. A total of $166,415,000 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 approximately $10,605,256, consisting of $3,320,000 of cash underwriting fees, $6,640,000 of deferred underwriting fees and approximately $645,256 of other offering costs. In January 2025, the underwriters’ remaining over-allotment option expired unexercised and as a result, 216,667 Class B ordinary shares were forfeited to the Company. 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.…