Dynamix Corp III-A美股招股说明书(2025-10-30版)

Dynamix Corporation III 17,500,000 Units Dynamix Corporation III (formerly known as Dynamix Corporation II) is a blank check company incorporated as a CaymanIslands exempted company and incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout thisprospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyoneon our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We may pursue aninitial business combination in any business or industry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class Aordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class Aordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. Nofractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will becomeexercisable 30 days after the completion of our initial business combination, and will expire five years after the completion of ourinitial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day optionfrom the date of this prospectus to purchase up to an additional 2,625,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, oragainst, our initial business combination, all or a portion of their Class A ordinary shares that were sold as part of the units in thisoffering, which we refer to collectively as our public shares, upon the completion of our initial business combination at a per-shareprice, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days priorto the consummation of our initial business combination, including interest earned on the funds held in the trust account (whichinterest shall be net of taxes payable) and not previously released to us pursuant to permitted withdrawals to fund our working capitalrequirements, divided by the number of then outstanding public shares, subject to the limitations and on the conditions describedherein. Such working capital requirements include fees (including advisory fees), reimbursements or cash payments to our sponsor,officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial businesscombination, subject to an annual limit of 10% of interest earned on funds held in the trust account. However, any public shareholder,together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (asdefined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of15% of the shares sold in this offering without our prior consent. Currently, there is no public market for our units, Class A ordinary shares or warrants. We intend to apply to have our unitslisted on The Nasdaq Global Market, or Nasdaq, under the symbol “DNMXU,” on or promptly after the date of this prospectus. Wecannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A ordinary shares and warrantscomprising the units to begin separate trading on the 52ndday following the date of this prospectus unless Cohen & Company CapitalMarkets, a division of Cohen & Company Securities, LLC (“CCM”), the representative of the underwriters, informs us of its decisionto allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securitiescomprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under thesymbols “DNMX” and “DNMXW,” respectively. We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities lawsand will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree ofrisk. See “Risk Factors” beginning on page 52 for a discussion of information that should be considered in connection with aninvestment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blankcheck offerings. No offer or invitation, whether directly or indirectly, is being or may be made to the public in the Cayman Islands to subscribefor any of our securities. Public offering price(1):Underwriting discounts and commissions: Proceeds, before expenses, to us: (1)Includes $0.20 p