Dynamix Corp-A 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR FOR THE TRANSITION PERIOD FROMTO Dynamix Corporation(Exact name of Registrant as specified in its Charter) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theRegistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ The registrant’s Units began trading on the New York Stock Exchange on November 22, 2024 and the registrant’s Class A ordinaryshares began separate trading on December 9, 2024. As of March 19, 2025,16,600,000Class A ordinary shares, par value $0.0001 per share, and5,533,333Class B ordinary shares, parvalue $0.0001 per share, were issued and outstanding. Documents Incorporated by Reference:None TABLE OF CONTENTS PagePART I1Item 1.Business1Item 1A.Risk Factors9Item 1B.Unresolved Staff Comments54Item 2.Properties54Item 3.Legal Proceedings54Item 4.Mine Safety Disclosures54PART II55Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities55Item 6.[Reserved]56Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.56Item 7A.Quantitative and Qualitative Disclosures about Market Risk.59Item 8.Financial Statements and Supplementary Data.59Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure59Item 9A.Controls and Procedures60Item 9B.Other Information60Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.60PART III61Item 10.Directors, Executive Officers and Corporate Governance61Item 11.Executive Compensation69Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters69Item 13.Certain Relationships and Related Transactions, and Director Independence71Item 14.Principal Accountant Fees and Services74PART IV75Item 15.Exhibits, Financial Statements Schedules75Item 16.Form 10-K Summary75 Cautionary Note Regarding Forward-Looking Statements All statements other than statements of historical fact included in this Annual Report on Form 10-K including, without limitation,statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financialposition, business strategy and the plans and objectives of management for future operations, are forward looking statements. Whenused in this Annual Report on Form 10-K, words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,”“bel