Dynamix Corp III-A 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD FROM TO 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 filerNon-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 October 30, 2025 and the registrant’s Class A ordinaryshares began separate trading on November 19, 2025. As of March 18, 2026, 20,125,000 Class A ordinary shares, par value $0.0001 per share, and 6,708,333 Class B ordinary shares, parvalue $0.0001 per share, were issued and outstanding. Documents Incorporated by Reference: None TABLE OF CONTENTS PART IItem 1.Business1Item 1A.Risk Factors8Item 1B.Unresolved Staff Comments46Item 2.Properties46Item 3.Legal Proceedings46Item 4.Mine Safety Disclosures46PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities47Item 6.[Reserved]47Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.47Item 7A.Quantitative and Qualitative Disclosures about Market Risk.50Item 8.Financial Statements and Supplementary Data.50Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure50Item 9A.Controls and Procedures51Item 9B.Other Information51Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.51PART IIIItem 10.Directors, Executive Officers and Corporate Governance52Item 11.Executive Compensation59Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters61Item 13.Certain Relationships and Related Transactions, and Director Independence62Item 14.Principal Accountant Fees and Services64PART IVItem 15.Exhibits, Financial Statements Schedules65Item 16.Form 10-K Summary66i Cautionary Note Regarding Forward-Looking Statements All statements other than statements of historical fact included in this Annual Report on Form 10-K including, withoutlimitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regardingour financial position, business strategy and the plans and objectives of management for future operations, are forward lookingstatements. When used in this Annual Report on Form 10-K, words such as “may,” “should,” “could,” “would,”