SecProbe.io

August 7, 2024
Andrea Bernatova
Chief Executive Officer
Dynamix Corporation
c/o Corporation Service Company
251 Little Falls Drive
Wilmington, New Castle County
DE 19808
Re:Dynamix Corporation
Registration Statement on Form S-1
Filed July 8, 2024
File No. 333-280719
Dear Andrea Bernatova:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.Please revise to provide the address of your principal executive offices. While we note
that you are a remote-first company and you have provided the address of your agent for
service of process, identification of a principal executive office is a requirement of Form
S-1.
2.When discussing the amount of compensation received or to be received, please revise to
include the repayment of loans. Also revise to highlight a cross-reference to all the
sections in the prospectus for disclosures related to compensation. See Item 1602(a)(3) of
Regulation S-K.
When discussing dilution relating to the founder shares, please revise to also state whether
the anti-dilution adjustment to the founder shares in connection with your initial business 3.

August 7, 2024
Page 2
combination may result in a material dilution of the purchasers' equity interests. See Item
1602(a)(3) of Regulation S-K.
4.In the paragraph where you disclose conflicts of interest, please revise to highlight the
cross-references to the locations of related disclosures in the prospectus, and to include a
cross-reference to all the sections in the prospectus regarding conflicts of interest
disclosures. See Item 1602(a)(5) of Regulation S-K.
5.Please expand your discussion of the non-managing sponsor investors to disclose the
different interests they may have. In this regard, we note your statement on page 29 and
elsewhere that they will potentially have different interests. Please also revise to
clarify the maximum percentage of the offering, in the aggregate, that could be purchased
by these investors.
Summary, page 1
6.Please revise to describe any plans to seek additional financings and how the terms of
additional financings may impact unaffiliated security holders, as required by Item
1602(b)(5) of Regulation S-K. In this regard, we note your disclosures that you intend to
effectuate your initial business combination using cash from, among other sources, the
proceeds of the sale of your shares pursuant to forward purchase agreements or backstop
agreements, that you may raise funds through the issuance of equity-linked securities, and
that you intend to target an initial business combination with an enterprise value between
$1.0 and $1.5 billion.
7.Please revise the compensation table on page 7 to include the repayment of loans, the anti-
dilution adjustment of the founder shares, the payment of consulting, success, or finder
fees, and the reimbursement of out-of-pocket expense. Please expand your disclosure
outside of the table to describe the extent to which the private placement warrants, which
may be exercised on a cashless basis, may result in a material dilution of the purchasers'
equity interests, including that such warrants may be converted from loans from the
sponsor. See Item 1602(b)(6) of Regulation S-K.
8.Please revise to balance your discussion of the prior SPAC/de-SPAC experience of your
management team to disclose redemption levels in connection with the ESGEN initial
business combination transaction and to briefly describe the material terms of the
transaction. In addition, expand your discussion to explain that in recent years, a number
of target businesses have underperformed financially post-business combination, as you
further discuss on page 64.
Appointment and removal of directors. . ., page 24
9.Please expand your disclosure here, and elsewhere as appropriate, including your risk
factor on page 50, to also explain the number of public shares needed if a special
resolution is required to approve the initial business combination, including if you assume
that only the number of shares representing a quorum vote their shares.
Conflicts of Interest, page 41
Please revise to also disclose conflicts of interest relating to fees, reimbursements, or cash
payments to your sponsor, officers or directors, or your or their affiliates for services
rendered to you prior to or in connection with the completion of your initial business 10.

August 7, 2024
Page 3
combination, as referenced on page 40, including the potential payment of consulting,
success, or finder fees rendered for completion of the initial business combination. Please
also revise to clearly disclose the nominal price paid for the securities and the conflict of
interest in determining whether to pursue a de-SPAC transaction. In addition, revise to
disclose conflicts of interest that may arise in the event that you seek to complete your
initial business combination with a company that is affiliated with your sponsor, officers
or directors, as referenced on page 12. See Item 1602(b)(7) of Regulation S-K.
Summary of Risk Factors, page 47
11.Please add disclosure to specifically discuss the risks related to the ownership by the non-
managing sponsor investors, including, to the extent applicable, risks related to the
potential limited public float, and the resulting consequences. In addition, revise your risk
factor disclosures as appropriate to clarify that in the event these investors purchase all of
the units in which they have expressed an interest, and vote in favor of the initial business
combination, no affirmative votes from other public shareholders would be required, as
you explain on pages 161-162. Also, in your Principal Shareholders section, revise the
third paragraph on page 159 to also include disclosure regarding the percentage of your
public units that may be potentially purchased by the non-managing sponsor investors.
12.Please expand your second risk factor to specifically highlight that you may not need any
public shares in addition to the founder shares to be voted in favor of the initial business
combination in order to approve the transaction, as you explain elsewhere in your
prospectus. Also revise the ninth risk factor on page 48 to clarify the purpose of the
structure is to provide anti-dilution protection to the initial shareholders.
We may not be able to complete . . ., page 73
13.With a view toward disclosure, please tell us whether your sponsor is, is controlled by,
has any members who are, or has substantial ties with, a non-U.S. person.
Dilution, page 105
14.Please revise here, and elsewhere as appropriate, to expand on your assumption that no
ordinary shares and convertible equity or debt securities are issued by highlighting that
you may need to do so because you intend to target an initial business combination with
an enterprise value of $1.0 billion to $1.5 billion, which you explain elsewhere.
Our Sponsor, page 118
15.Please revise the compensation table on page 119 to include the repayment of loans
(including that they may be convertible to warrants), the payment of consulting, success,
or finder fees, and the reimbursement of out-of-pocket expenses, as applicable. Also
revise to disclose any circumstances or arrangements under which the sponsor, its
affiliates, and promoters, directly or indirectly, have transferred or could transfer
ownership of securities of the SPAC, such as anti-dilution adjustment mechanisms. See
Item 1603(a)(6) of Regulation S-K.
Please revise the table on pages 119-120 to disclose any circumstances or arrangements
that could result in the surrender or cancellation of the subject securities, such as the
potential surrender of the founder shares or in connection with a PIPE financing. See Item 16.

August 7, 2024
Page 4
1603(a)(6) of Regulation S-K. Additionally, please revise the table to disclose the lock-up
agreement with the underwriter. See Item 1603(a)(9) of Regulation S-K. Finally, as
applicable, explain how these restrictions relate to the non-managing sponsor investors'
expression of interest.
Executive Officer and Director Compensation, page 151
17.Please revise to discuss the membership interests in the sponsor that your
independent directors will receive for their services as a director. See Item 402(r)(3) of
Regulation S-K.
Conflicts of Interest, page 155
18.Please revise to disclose any actual or potential material conflicts of interest relating to
compensation, repayment of loans, and reimbursements of expenses that will be paid to
your sponsor, officers, or directors. See Item 1603(b) of Regulation S-K.
19.Please revise to state the basis for your statement that you do not believe that the fiduciary
duties or contractual obligations of your officers or directors will materially affect your
ability to complete your initial business combination.
Expression of Interest, page 161
20.Based on the expression of interest of the non-managing sponsor investors, and your
disclosure that the non-managing investors will hold membership interests in the sponsor,
please revise to disclose the persons or affiliated groups who may have direct and indirect
material interests in the sponsor, as well as the amount of their interests. See Item
1603(a)(7) of Regulation S-K.
General
21.Regarding your disclosure of the expressions of interest by the non-managing sponsor
investors to indirectly purchase private placement warrants by purchasing sponsor
membership units, please revise to add clarifying disclosure to directly compare the
percentage of such private warrants that may be purchased to the percentage of private
warrants to be held by the sponsor following the offering (and after taking into effect the
transfers of membership interests in your sponsor to the independent directors, as you
disclose on page 6 and elsewhere). Please also revise to disclose the nominal purchase
price to be paid by them for the founder shares.
22.Where you discuss the non-managing sponsor investors' expression of interest, please
revise to clarify whether their potential purchase of units in the offering is conditioned on
their potential indirect purchase of private placement warrants and founder shares in a
private placement, or vice versa. In this regard, we note your disclosure that the non-
managing sponsor investors will potentially have different interests than your other public
shareholders in approving your initial business combination and otherwise exercising their
rights as public shareholders because of their indirect ownership of founder shares.
Please revise to disclose whether the non-managing sponsor investors' membership
interest units are subject to any transfer restrictions, such as a lock up agreement. We note
your disclosure on page 23 that except in limited circumstances, no member of the
sponsor (including the non-managing sponsor investors) may transfer all or any portion of 23.

August 7, 2024
Page 5
its membership interests in the sponsor. We also note your cross-reference to more
information in the Principal Shareholders section under "Restrictions on Transfers of
Founder Shares and Private Placement Warrants." However, such disclosure does not
appear to address the non-managing sponsor investors' membership interest units in the
sponsor.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Babette Cooper at 202-551-3396 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Holt at 202-551-6614 or Dorrie Yale at 202-551-8776 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Evan M. D'Amico