SecProbe.io

September 8, 2025
Andrea Bernatova
Chief Executive Officer
Dynamix Corp III
1980 Post Oak Blvd., Suite 100
PMB 6373
Houston, TX 77056
Re:Dynamix Corp III
Registration Statement on Form S-1
Filed August 12, 2025
File No. 333-289517
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 filed August 12, 2025
Cover Page
1.Please revise the cover page to disclose any limitations on redemption rights. In this
regard, we note your disclosure on page 36 regarding limitation on redemption rights.
Refer to Item 1602(a)(2) of Regulation S-K.
When discussing the amount of compensation received or to be received, please
include any compensation paid or to be paid to or securities issued or to be issued to
sponsor affiliates and promoters and the price paid. Please revise to clearly disclose
the extent to which such compensation and securities issuances, including the cashless
exercise of the private placement warrants along with the private placement warrants
issuable with the working capital loans, may result in a material dilution of the
purchasers’ equity interests. Please revise your compensation disclosure to also
address promoters. Please also provide a cross-reference to all relevant sections in the 2.

September 8, 2025
Page 2
prospectus for disclosures related to compensation, highlighted by prominent type or
in another manner, as required by Item 1602(a)(3) of Regulation S-K.
3.Please clearly state that there may be actual or potential material conflicts of interest
between the sponsor, its affiliates, or promoters; and purchasers in the offering. See
Item 1602(a)(5) of Regulation S-K.
4.When discussing the Class B ordinary shares, please revise to clarify that the class B
ordinary shares will have the right to vote on the appointment or removal of directors.
5.Please revise to describe the permitted withdrawals from the trust account.
Prospectus Summary
Our Sponsor, page 8
6.In your compensation table here and on page 118, please revise to include both the
anti-dilution adjustment of the founder shares upon conversion at the time of the
business combination and any other adjustment to maintain the 25% founder share
interest in the event of a change in the size of the offering. Lastly, please revise the
table to reflect that in addition to the sponsor, an affiliate of the sponsor may be paid a
salary or fee in connection with the business combination. See Item 1602(b)(6) and
Item 1603(a)(6) of Regulation S-K.
7.Please include in the tabular disclosure beginning on pages 9 and120 the lock-up
agreement with the underwriters as disclosed on page 197. See Item 1603(a)(9) of
Regulation S-K.
Our Management and Board of Directors, page 10
8.Please revise the disclosure on page 10 regarding your management team to clearly
disclose for each prior SPAC any extensions and redemption levels in connection with
any extension and/or business combination. See Item 1603(a)(3) of Regulation S-K.
Ability to extend time to complete business combination, page 29
9.Please revise to disclose your plans if you do not consummate a de-SPAC transaction
within 24 months, including whether there are any limitations on the number of
extensions, including the number of times, and the consequences to the SPAC sponsor
of not completing an extension of this time period. See Item 1602(b)(4) of Regulation
S-K.
Anticipated expenses and funding sources, page 29
10.Please revise this section or include a new section within the Summary under an
appropriate subcaption to provide a more comprehensive discussion regarding
whether you have any plans to seek additional financing and how such financings may
impact unaffiliated security holders, as required by Item1602(b)(5) of Regulation S-K.
In this regard, we note your disclosures that you intend to effectuate your initial
business combination using, among other sources, the proceeds of the sale of your
securities in connection with your initial business combination and that you intend to
target businesses larger than you could acquire with the net proceeds of this offering
and the sale of the private placement warrants.

September 8, 2025
Page 3
Risk Factors
If we are deemed to be an investment company . . ., page 59
11.We note statements such as "[b]y restricting the investment of proceeds to these
instruments" you intend to avoid being deemed an investment company, and that you
do not believe your anticipated principal activities will subject you to the investment
Company Act under the applicable laws and regulations. These statements suggest
that by investing funds in U.S. government securities or money market funds meeting
the conditions of Rule 2a-7 of the Investment Company Act, you will avoid
being deemed to be an investment company. Please revise to clarify that you may be
deemed to be an investment company at any time, notwithstanding your investment in
these securities.
Underwriting, page 197
12.Please revise the underwriter's compensation table to include the private placement
warrants. In this regard, we note on page 27 that FINRA has deemed the placement
warrants as compensation. Please refer to Item 508(e) of Regulation S-K.
            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 Mark Rakip at 202-551-3573 if
you have questions regarding comments on the financial statements and related
matters. Please contact Pearlyne Paulemon at 202-551-8714 or David Link at 202-551-3356
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Evan M. D'Amico