Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Dynamix Corporation (Name of Issuer) |
Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) |
G2949D104 (CUSIP Number) |
01/10/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G2949D104 |
| 1 | Names of Reporting Persons
DynamixCore Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,533,333.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
24.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Consists of 5,533,333 Class A ordinary shares, par value $0.0001 per share ("Class A ordinary shares"), of Dynamix Corporation (the "Issuer") acquirable upon conversion of 5,533,333 Class B ordinary shares, par value $0.0001 per share ("Class B ordinary shares"), of the Issuer.(2) Excludes 3,975,000 Class A ordinary shares issuable upon the exercise of 3,975,000 private placement warrants of the Issuer owned by Sponsor. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, and becomes exercisable beginning 30 days after the completion of the Issuer's initial business combination and expires five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.
SCHEDULE 13G
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| CUSIP No. | G2949D104 |
| 1 | Names of Reporting Persons
Andrea Bernatova | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,533,333.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
24.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Consists of 5,533,333 Class A ordinary shares acquirable upon conversion of 5,533,333 Class B ordinary shares owned directly by Sponsor. A. Bernatova ("Ms. Bernatova") is a managing member of Sponsor and, accordingly, may be deemed to have beneficial ownership of the Class A ordinary shares owned directly by Sponsor. Ms. Bernatova disclaims beneficial ownership of such securities except to the extent of her pecuniary interest therein.(2) Excludes 3,975,000 Class A ordinary shares issuable upon the exercise of 3,975,000 private placement warrants of the Issuer owned by the Sponsor. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, and becomes exercisable beginning 30 days after the completion of the Issuer's initial business combination and expires five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Dynamix Corporation | |
| (b) | Address of issuer's principal executive offices:
1980 Post Oak Blvd., Suite 100 PMB 6373 Houston, TX, 770561 | |
| Item 2. | ||
| (a) | Name of person filing:
The information required by this Item is set forth in Item 2(b) below and incorporated by reference herein. This statement is being filed pursuant to a Joint Filing Agreement attached hereto as Exhibit 1 by (i) the Sponsor and (ii) Ms. Bernatova, the managing member of Sponsor, (collectively, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
The information required by this Item with respect to each Reporting Person is set forth below.Name of Person FilingDynamixCore Holdings, LLCPrincipal Business Office Address1980 Post Oak Blvd., Suite 100PMB 6373Houston, TX, 770561Place of OrganizationDelaware limited liability companyName of Person FilingAndrea BernatovaPrincipal Business Office Address1980 Post Oak Blvd., Suite 100PMB 6373Houston, TX, 770561Place of OrganizationUnited States citizen | |
| (c) | Citizenship:
The information required by this Item with respect to each Reporting Person is set forth in Item 2(b) above. | |
| (d) | Title of class of securities:
Class A ordinary shares, par value $0.0001 per share | |
| (e) | CUSIP No.:
G2949D104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The following information is provided as of December 31, 2024.Sponsor has shared voting and shared dispositive power with respect to 5,533,333 Class A ordinary shares, acquirable by Sponsor upon conversion of 5,533,333 Class B ordinary shares held directly by Sponsor. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, and subject to further adjustment. Ms. Bernatova has shared voting and shared dispositive power with respect to 5,533,333 Class A ordinary shares acquirable by Sponsor upon conversion of 5,533,333 Class B ordinary shares of the Issuer held directly by Sponsor.The following sets forth the beneficial ownership of the Class A ordinary shares by each of the Reporting Persons as of December 31, 2024:(i) Sponsor is the beneficial owner of 5,533,333 Class A ordinary shares; and(ii) Ms. Bernatova is the beneficial owner of 5,533,333 Class A ordinary shares. | |
| (b) | Percent of class:
(i) 24.9% for Sponsor; and(ii) 24.9% for Ms. Bernatova.The percentages used herein and in the rest of this Schedule 13G are calculated based upon 16,600,000 Class A ordinary shares reported to be outstanding as of November 22, 2024, as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 22, 2024, after giving effect to the completion of the initial public offering of the Issuer and the partial exercise of the underwriters' over-allotment option, all as described therein, and assuming the conversion of the 5,533,333 Class B ordinary shares beneficially owned by the Reporting Persons for an equal number of Class A ordinary shares. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 Class A ordinary shares for Sponsor; and0 Class A ordinary shares for Ms. Bernatova. | ||
| (ii) Shared power to vote or to direct the vote:
5,533,333 Class A ordinary shares for Sponsor; and5,533,333 Class A ordinary shares for Ms. Bernatova. | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 Class A ordinary shares for Sponsor; and0 Class A ordinary shares for Ms. Bernatova. | ||
| (iv) Shared power to dispose or to direct the disposition of:
5,533,333 Class A ordinary shares for Sponsor; and5,533,333 Class A ordinary shares for Ms. Bernatova. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 1 - Joint Filing Agreement, dated as of January 10, 2025, by and among DynamixCore Holdings, LLC, and Andrea Bernatova. |