Correspondence 0001213900-24-067782 from Dynamix Corp (DYNX, DYNXU, DYNXW) (CIK 0002028699) (ETHM)
Dynamix Corp (DYNX, DYNXU, DYNXW) (CIK 0002028699)
Date: Aug. 12, 2024 · CIK: 0002028699 · Accession: 0001213900-24-067782
AI Filing Summary & Sentiment
File numbers found in text: 333-280719
Referenced dates: August 7, 2024
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CORRESP
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filename1.htm
August 12, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attn: Benjamin Holt
Re: Dynamix Corporation
Registration Statement on Form S-1
Filed July 8, 2024
File No. 333-280719
Dear Mr. Holt:
On behalf of Dynamix Corporation, a Cayman Islands
exempted company (the “Company”), set forth below are responses of the Company to the comments of the staff of the
Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
contained in the letter dated August 7, 2024 (the “Comment Letter”) regarding the Company’s Registration Statement
on Form S-1 (the “Registration Statement”) filed with the Commission on July 8, 2024. Capitalized terms used herein
and otherwise not defined herein shall have the meanings assigned to such terms in the Registration Statement or the exhibits thereto,
as applicable.
Concurrently with this response letter, the Company
is filing the Amendment No.1 to the Registration Statement (the “Amendment”) via EDGAR. The Amendment includes revisions
made in response to the comments of the Staff in the Comment Letter, as well as additional changes to update certain disclosure contained
in the Registration Statement. To facilitate the Staff’s review, we have also provided, on a supplemental basis, a copy of the Amendment
that has been marked to show changes made to the originally filed Registration Statement.
The headings and numbered paragraphs of this letter
correspond to the headings and paragraph numbers contained in the Comment Letter, and to facilitate your review, we have reproduced the
text of the Staff’s comments in boldfaced print below, followed by the Company’s response to each comment. References in the
responses to page numbers and section headings refer to page numbers and section headings in the Amendment.
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.
We acknowledge the Staff’s comment and advise the Staff that
we have provided the address of its principal executive office on the cover page of the Amendment.
U.S. Securities and Exchange Commission
August 12, 2024
Page 2
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.
We acknowledge the Staff’s comment and advise the Staff that disclosure has been included on the cover page and pages
7 and 120 of the Amendment to address the Staff’s comments.
3. 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 combination
may result in a material dilution of the purchasers’ equity interests. See Item 1602(a)(3) of Regulation S-K.
We acknowledge the Staff’s comment and
advise the Staff that disclosure has been included on the cover page of the Amendment to
address the Staff’s comments.
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.
We acknowledge the Staff’s comment and
advise the Staff that disclosure has been included on the cover page of the Amendment to address the Staff’s comments.
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.
We respectfully
advise the Staff that there will be no institutional investors providing expressions of interest in the offering or investing in the
membership interest of the sponsor. Accordingly, we have removed references to “non-managing sponsor investors” in the Amendment.
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.
We acknowledge the
Staff’s comment and advise the Staff that disclosure has been included on pages 7, 47, 107, 120 and 122 of the
Amendment to address the Staff’s comments.
U.S. Securities and Exchange Commission
August 12, 2024
Page 3
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.
We acknowledge the Staff’s comment and advise
the Staff that disclosure has been included on pages 6, 7, 120 and 121 of the Amendment to address the Staff’s
comments.
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.
We acknowledge the Staff’s comment and advise
the Staff that disclosure has been included on pages 10 and 123 of the Amendment to address the Staff’s
comments.
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.
We acknowledge the
Staff’s comment and advise the Staff that disclosure has been included on pages 28, 37, 53, 139 and 174 of the
Amendment to address the Staff’s comments.
Conflicts of Interest, page 41
10. 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 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.
We acknowledge the
Staff’s comment and advise the Staff that disclosure has been included on pages 45 and 164 of the
Amendment to address the Staff’s comments.
U.S. Securities and Exchange Commission
August 12, 2024
Page 4
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.
We respectfully advise the Staff that there will
be no institutional investors providing expressions of interest in the offering or investing in the membership interest of the sponsor.
Accordingly, we have removed the definition and references to “non-managing sponsor investors” in the Amendment.
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 acknowledge the
Staff’s comment and advise the Staff that disclosure has been included on pages 50, 53, 54 and 69 of
the Amendment to address the Staff’s comments.
U.S. Securities and Exchange Commission
August 12, 2024
Page 5
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.
Our sponsor is not controlled by and does not have
any members who are, or has substantial ties with, a non-U.S. person. We advise the Staff that disclosure has been included on pages 6 and 119 of the Amendment to address the Staff’s comments.
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.
We acknowledge the Staff’s comment and advise
the Staff that disclosure has been included on pages 47 and 107 of the Amendment to address the Staff’s
comments.
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.
We acknowledge the Staff’s comment and advise
the Staff that disclosure has been included on pages 7, 120 and 121 of the Amendment to address the Staff’s
comments.
16. 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 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.
We acknowledge the Staff’s comment and advise
the Staff that disclosure has been revised on pages 9 and 122 of the Amendment. We respectfully advise the Staff
that there will be no institutional investors participating in the offering.
U.S. Securities and Exchange Commission
August 12, 2024
Page 6
Executive Officer and Director Compensation,
page 151
17. Please revise to discuss
the membership interests in the sponsor that your independent directors will