| 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 Filing
DynamixCore Holdings, LLC
Principal Business Office Address
1980 Post Oak Blvd., Suite 100
PMB 6373
Houston, TX, 770561
Place of Organization
Delaware limited liability company
Name of Person Filing
Andrea Bernatova
Principal Business Office Address
1980 Post Oak Blvd., Suite 100
PMB 6373
Houston, TX, 770561
Place of Organization
United 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); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (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); |
| (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. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0 Class A ordinary shares for Sponsor; and
0 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; and
5,533,333 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; and
0 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; and
5,533,333 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
|
| 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
|
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(d)