Filed by The Ether Machine, Inc.
pursuant to Rule 425 under the Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: The Ether Machine, Inc.
Commission File No.: 132-02877
As previously disclosed, on July 21, 2025, Dynamix Corporation (“SPAC”) and The Ether Machine, Inc., a Delaware corporation (“Pubco”) entered into a Business Combination Agreement, dated as of July 21, 2025, with ETH SPAC Merger Sub Ltd., a Cayman Islands exempted company, The Ether Reserve LLC, a Delaware limited liability company (the “Company”), Ethos Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of SPAC (“SPAC Subsidiary A”), Ethos Sub 2, Inc., a Delaware corporation and a wholly owned subsidiary of SPAC Subsidiary A (“SPAC Subsidiary B”), Ethos Sub 3, Inc., a Delaware corporation and a wholly-owned subsidiary of SPAC Subsidiary B, and ETH Partners LLC, a Delaware limited liability company.
The following communications were made by Pubco from its X and LinkedIn accounts on August 11 and 12, 2025:
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The above-mentioned communication included a link to the following communication:
“The Avengers of Ethereum” Episode 4: Darius Przydzial, Head of DeFi
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The Ether Machine 429 followers |
August 12, 2025 |
The superpower behind any company is the team. Ours is a lean, mean, onchain machine.
“Meet the Avengers of Ethereum” Episode 4: Darius Przydzial, CFA CQF — Head of DeFi at The Ether Machine. The DeFi Avenger.
Darius’s path to Ethereum OG status isn’t your typical linear resume:
● | Started as an Electrical engineer. Working on advanced radar systems engineering. |
● | Morphed into hedge fund quant. Building and managing risk systems, trading derivatives. |
● | Hacking mentality, DeFi geek, Solidity dev. AMM & DEX builder, Treasury architect. |
● | The strategist behind our ETH-denominated on-chain yield engine. |
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It all started in 2012 when Darius read the Bitcoin whitepaper: the brilliance of cryptography and economic incentives integration hit him instantly. He probed the product-market-fit by executing a small cross-Atlantic value transfer, from USD to BTC to EUR. It worked (eventually). He was hooked: intense deep dive ensued.
By 2013, he was running Chinese crypto mining rigs out of his basement. The electric company came knocking. After three months of breaking even (and endless fan maintenance), he liquidated the operation. The term “DeFi” hadn’t even been coined yet, but for him it was already life.
When Ethereum launched, Darius built a custom Ether mining rig from scratch, down to the motherboard, GPUs, SSDs — the works. By 2017, it had paid for itself handsomely. [Build, test, monitor, learn]. It was the proto Ether Machine… literally.
Then came the first wave of composable DeFi primitives. He dug into MakerDAO’s early stability design, DAI’s risk parameters, 0x’s RFQ orders, Nexus Mutual’s risk models, and was talking with Antonio Juliano the day after he published his dYdX options white paper.
After high-pressure stints at SAC Capital and Fortress Investment Group, Darius went full-time crypto and co-founded FundFoundry at Consensys, a crypto-native risk engine, that was soon shut down by Consensys Legal due to advisory features. But the mission stuck: bring institutional-grade risk thinking to Ethereum-native finance.
At Consensys, he helped design token economics, shadowed smart contract auditors, and studied Solidity full-time from day one. This wasn’t theory. It was full immersion.
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Then came March 12, 2020 — Black Thursday. On-chain congestion. Gas over $1,000. Oracles failing. CDPs nuking. For a moment, DeFi looked like it was breaking. Darius was in the eye of the storm — and came out with battle-tested conviction.
Since then, he’s been everywhere in early DeFi:
● | Prototyping yield-bearing token AMMs (pre- Pendle) |
● | Helping Synthetix with Debt Pool analytics |
● | Examining and testing Uniswap Labs contracts |
● | Co-founding a ZKsync perpetuals DEX |
● | Navigating everything from ETC replay attacks, introduction of flashloans, Olympus bonds, (3,3) tokenomics, to CRV strategy arcs |
His lived experience spans:
● | Interest Rates Derivatives risk at J.P. Morgan |
● | High octane Batural Gas trading at SAC Capital |
● | LPing & CDP mechanics |
● | #DeFi Summer early days |
● | MEV & flashloan exploits |
● | Protocol-level risk design |
● | Multi-chain interoperability |
● | Real-time oracle and slippage behavior under extreme stress |
He’s stood at the intersection of crypto history, talking risk with Olaf Carlson-Wee before Polychain Capital, product-market-fit with Golem Network, and trading illiquid tokens mid-workouts.
Today, Darius leads DeFi strategy at The Ether Machine:
● | ETH-native credit & lending |
● | Yield capture & risk models |
● | Onchain capital deployment with real-time visibility |
No staking tourism. No degen aping. No yield wrappers. No off-chain. No Wall St. bros. Just deep prudent protocol participation by Ethereum OGs.
There’s no substitute for real immersion, and no tuition fee more expensive than gas wars and exploits. From stealth tech to Wall Street, Darius brings a DeFi intuition no whitepaper can teach (though he read 100+ in 2018 anyway...).
He’s not just in the arena. He’s been there since block one.
Follow along for more “Meet the Avengers of Ethereum” as we introduce the team building Ethereum’s institutional chapter.
We’re just getting started. Welcome to the Machine.
The Ether Machine ($DYNX)
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The following communications were made by Andrew Keys, Co-founder and Chairman of Pubco, from his X account on August 11 and 12, 2025:
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The following communication was made by Tim Lowe, Chief Technology Officer of Pubco, from his X account on August 11, 2025:
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Additional Information and Where to Find It
SPAC and Pubco intend to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (the “Registration Statement”), which will include a preliminary proxy statement of SPAC and a prospectus of Pubco (the “Proxy Statement/Prospectus”) in connection with the proposed business combination (the “Business Combination”) and the other transaction contemplated by the Business Combination Agreement and/or described in this communication (together with the Business Combination and the private placement investments, the “Proposed Transactions”). The definitive proxy statement and other relevant documents will be mailed to shareholders of SPAC as of a record date to be established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. SPAC and/or Pubco will also file other documents regarding the Proposed Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Proposed Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF SPAC AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH SPAC’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT SPAC, THE COMPANY, PUBCO AND THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by SPAC and Pubco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Dynamix Corp, 1980 Post Oak Blvd., Suite 100, PMB 6373, Houston, TX 77056; e-mail: info@regen.io, or to: The Ether Machine, Inc., 2093 Philadelphia Pike #2640, Claymont, DE 19703, e-mail: dm@etherreserve.com.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The Pubco Class A Stock to be issued by Pubco and the class A units issued and to be issued by the Company, in each case, in connection with the Proposed Transactions, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
Participants in the Solicitation
SPAC, Pubco, the Company and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies from SPAC’s shareholders in connection with the Business Combination. A list of the names of such directors and executive officers, and information regarding their interests in the Business Combination and their ownership of SPAC’s securities are, or will be, contained in SPAC’s filings with the SEC. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of SPAC’s shareholders in connection with the Business Combination, including the names and interests of the Company and Pubco’s directors and executive officers, will be set forth in the Proxy Statement/Prospectus, which is expected to be filed by SPAC and Pubco with the SEC. Investors and security holders may obtain free copies of these documents as described above.
No Offer or Solicitation
This communication is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of SPAC, the Company or Pubco, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
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Forward-Looking Statements
This communication contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Proposed Transactions and the parties thereto, including expectations, hopes, beliefs, intentions, plans, prospects, results or strategies regarding Pubco, the Company, SPAC and the Proposed Transactions and statements regarding the anticipated benefits and timing of completion of the Proposed Transactions, business plans and investment strategies of Pubco, the Company and SPAC, expected use of the cash proceeds of the Proposed Transactions, the Company’s ability to stake and leverage capital markets and other staking operations and participation in restaking, the amount of capital expected to be received in the Proposed Transactions, the assets held by Pubco, Ether’s position as the most productive digital asset, plans to increase yield to investors, any expected growth or opportunities associated with Ether, Pubco’s listing on an applicable securities exchange and the timing of such listing, expectations of Ether to perform as a superior treasury asset, the upside potential and opportunity for investors resulting from any Proposed Transactions, any proposed transaction structures and offering terms and the Company’s and Pubco’s plans for Ether adoption, value creation, investor benefits and strategic advantages. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.
These are subject to various risks and uncertainties, including regulatory review, Ethereum protocol developments, market dynamics, the risk that the Proposed Transactions may not be completed in a timely manner or at all, failure for any condition to closing of the Business Combination to be met, the risk that the Business Combination may not be completed by SPAC’s business combination deadline, the failure by the parties to satisfy the conditions to the consummation of the Business Combination, including the approval of SPAC’s shareholders, or the private placement investments, costs related to the Proposed Transactions and as a result of becoming a public company, failure to realize the anticipated benefits of the Proposed Transactions, the level of redemptions of SPAC’s public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Class A shares of SPAC or the shares of Pubco Class A Stock, the lack of a third-party fairness opinion in determining whether or not to pursue the Business Combination, the failure of Pubco to obtain or maintain the listing of its securities any stock exchange on which Pubco Class A Stock will be listed after closing of the Business Combination, changes in business, market, financial, political and regulatory conditions, risks relating to Pubco’s anticipated operations and business, including the highly volatile nature of the price of Ether, the risk that Pubco’s stock price will be highly correlated to the price of Ether and the price of Ether may decrease between the signing of the definitive documents for the Proposed Transactions and the closing of the Proposed Transactions or at any time after the closing of the Proposed Transactions, risks related to increased competition in the industries in which Pubco will operate, risks relating to significant legal, commercial, regulatory and technical uncertainty regarding Ether, risks relating to the treatment of crypto assets for U.S. and foreign tax purposes, challenges in implementing its business plan including Ether-related financial and advisory services, due to operational challenges, significant competition and regulation, being considered to be a “shell company” by any stock exchange on which the Pubco Class A Stock will be listed or by the SEC, which may impact the ability to list Pubco’s Class A Stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities, the outcome of any potential legal proceedings that may be instituted against the Company, SPAC, Pubco or others following announcement of the Business Combination and those risk factors discussed in documents of the Company, Pubco, or SPAC filed, or to be filed, with the SEC.
The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the final prospectus of SPAC dated as of November 20, 2024 and filed by SPAC with the SEC on November 21, 2024, SPAC’s Quarterly Reports on Form 10-Q, SPAC’s Annual Report on Form 10-K filed with the SEC on March 20, 2025 and the registration statement on Form S-4 and proxy statement/prospectus that will be filed by Pubco and SPAC, and other documents filed by SPAC and Pubco from time to time with the SEC, as well as the list of risk factors included herein. These filings do or will identify and address other important risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. Additional risks and uncertainties not currently known or that are currently deemed immaterial may also cause actual results to differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation and do not intend to update or revise these forward-looking statements, each of which are made only as of the date of this communication.
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