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.: 001-42414

 

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 is an article published by PYMNTS on August 7, 2025 which includes discussions with David Merin, Co-Founder and Chief Executive Officer of Pubco:

The Ether Machine Makes Billion-Dollar Bet on – Guess What – Ethereum

PYMNTS

By Austin Prey

August 7, 2025

Cryptocurrency has always been about finance and programmability, a concept that traditional players are now beginning to grasp.

And as the financial world inches closer to embracing digital assets, longtime crypto market mainstays like bitcoin (BTC) and Ethereum (ETH) are now finding themselves as the nominal digital assets positioned at the confluence of innovation, scale and legitimacy across regulated capital markets.

But while exchange-traded funds (ETFs) can offer a foot in the door to market participants and investors, certain stakeholders are betting instead that the best way to gain exposure is through an actively managed, publicly listed company designed not just to hold these assets, but to grow them.

“Ethereum isn’t a static asset. It’s programmable infrastructure. Passive ETFs can’t unlock its full potential,” Dave Merin, co-founder and CEO of The Ether Machine, told PYMNTS.

In the past week alone, his firm has spent nearly $100 million acquiring more ETH, with plans to deploy a war chest potentially north of $1.5 billion.

“Everything we’re doing is built to be institutional grade from day one,” Merin said. “No legacy liabilities, no operating distractions — just exposure to the most important digital asset since bitcoin, but done in a way that’s dynamic, thoughtful, and structurally superior.”

Longtime industry observers may have seen this story before — just in a different asset class. When MicroStrategy’s Michael Saylor turned a publicly traded software company into a bitcoin holding vehicle in 2020, he helped ignite an institutional wave of BTC accumulation. Saylor issued debt, sold equity, and used the proceeds to buy bitcoin, leveraging the capital markets to amplify crypto exposure.

The Ether Machine team believes that Ethereum has the potential to be leveraged more actively than bitcoin when managed in a publicly traded treasury structure, resulting in a wide array of financial opportunities through the generation of ETH-denominated yield.

Ethereum Ecosystem Stewardship Through Capital Markets

The rise of crypto ETFs in the wake of the SEC’s long-anticipated approval of spot bitcoin ETFs has created an assumption that similar products are inevitable for Ethereum. Merin, however, views the ETF model as ill-suited for ETH, particularly due to the asset’s unique technical and economic mechanics.

“Most ETFs can’t stake more than 50% of their ETH,” he said. “And in a crisis, that number might need to be even lower. That risk isn’t insurable — it’s structural.”

Ethereum’s proof-of-stake model allows ETH holders to earn yield by staking their tokens to secure the network. But staking comes with constraints. Unstaking ETH is subject to unpredictable delays — sometimes stretching for weeks or months — making liquidity management a challenge. That’s a major problem for ETFs, for example, which need to ensure daily redemptions and rebalancing capabilities.

In contrast, The Ether Machine is designed for active yield optimization. It stakes ETH, restakes it through protocols like EigenLayer, and participates in decentralized finance (DeFi) to amplify returns. These strategies, while potentially riskier, offer yields well above what passive ETFs can deliver.

“We think we can generate 2x the yield of an ETF, conservatively,” Merin said. “And when you layer on things like restaking or engaging in DeFi, we think we can deliver a vastly superior product. Our team knows these protocols intimately. We’re not guessing, we’re building the infrastructure that others will later follow.”

The Ethereum Infrastructure Play as Financial Architecture

The grander vision here isn’t just about buying and staking ETH. It’s about building the base layer of a new internet. Unlike bitcoin, which serves as digital gold, Ethereum is infrastructure. It’s programmable money, a settlement layer, and a platform for applications. That makes ETH more than a token — it’s the “pristine collateral” of a new financial and computing architecture.

“We’re underwriting Ethereum’s core infrastructure and using that to drive long-term value,” Merin said. “Even though stablecoins are great for usability, there will always be a special place for ETH in the ecosystem because of its purity — its lack of external dependencies.”

“Ethereum is the largest proof-of-stake network by a wide margin,” he said. “That scale means more yield opportunities, a broader security moat, and a stronger economic flywheel.”

Through its listing (currently trading under ticker DYNX and slated to become EM upon completion of its de-SPAC process), the company offers retail and institutional investors alike exposure to actively managed ETH strategies — without needing to self-custody tokens or navigate DeFi themselves.

“We’re working with convertible arbitrage funds to create a positive-sum trade,” Merin said. “They monetize volatility, we get capital, and shareholders get more ETH exposure. Everyone wins.”

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.

 

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.