S-K 1602, SPAC Registered Offerings

Sep. 19, 2025

USD ($)

SPAC Offering Prospectus Summary [Line Items]

SPAC Offering Forepart, Security Holders Have the Opportunity to Redeem Securities [Flag]

true

SPAC Offering Forepart, Security Holder Redemptions Subject to Limitations [Flag]

true

SPAC Offering Forepart, De-SPAC Consummation Timeframe Description [Text Block]

SPAC Offering Forepart, De-SPAC Consummation Timeframe May be Extended [Flag]

true

SPAC Offering Forepart, De-SPAC Consummation Timeframe

24 months

De-SPAC Consummation Timeframe Extension, Security Holders Voting or Redemption Rights [Flag]

true

SPAC, Securities Offered, Redemption Rights [Text Block]

We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against, our initial business combination, all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a simple majority of the votes cast by such shareholders, voting together as a single class, as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement.

De-SPAC Consummation Timeframe, How Extended [Text Block]

We have until the date that is 24 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination.

De-SPAC Consummation Timeframe, Extension Failure, Consequences to Sponsor [Text Block]

There is no limit on the number of times our board of directors may propose such an amendment for shareholder approval, and if we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares, regardless of whether they abstain, vote for, or against, our initial business combination, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (which interest shall be net of taxes payable) and not previously released to us pursuant to permitted withdrawals, divided by the number of then issued and outstanding public shares, subject to applicable law.

De-SPAC Consummation Timeframe, Plans if it Fails [Text Block]

If we are unable to complete our initial business combination within the completion window, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (which interest shall be net of taxes payable, any amounts due by the Company to the service provider under the advisory services agreement not exceeding permitted withdrawals and up to $100,000 of interest to pay dissolution expenses) and not previously released to us pursuant to permitted withdrawals, divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as further described herein. We expect the pro rata redemption price to be approximately $10.00 per public share (regardless of whether or not the underwriters exercise their over-allotment option), without taking into account any interest or other income earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors, which may take priority over the claims of our public shareholders.

SPAC, Trust or Escrow Account, Material Terms [Text Block]

Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the $180,750,000 in gross proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, or $207,525,000 if the underwriters’ over-allotment option is exercised in full, $175,000,000 ($10.00 per unit), or $201,250,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit), will be deposited into a trust account in the United States with Odyssey Transfer and Trust Company acting as trustee, after deducting $3,500,000 in the aggregate (or $4,025,000 if the underwriters’ option to purchase additional units is exercised in full) in underwriting discounts and commissions payable upon the closing of this offering and an aggregate of $2,250,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds held in the trust account will initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank. We expect that the interest earned on the trust account will be sufficient to pay our taxes. We will not be permitted to withdraw any of the principal or interest held in the trust account, except for permitted withdrawals and up to $100,000 to pay dissolution expenses, as applicable, if any, until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.

The net proceeds released to us from the trust account upon the closing of our initial business combination may be used as consideration to pay the sellers of a target business with which we complete our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may use the balance of the cash released from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. There is no limitation on our ability to raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering. However, our amended and restated memorandum and articles of association provides that, following this offering and prior to the consummation of our initial business combination, except in connection with the conversion of Class B ordinary shares into Class A ordinary shares where the holders of such shares have waived any rights to receive funds from the trust account, we will be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with public shares on any initial business combination.

SPAC, Trust or Escrow Account, Gross Offering Proceeds Placed, Percent

90.00%

SPAC, Trust or Escrow Account, Gross Offering Proceeds Placed, Amount

$ 180,750,000

SPAC Additional Financing Plans, Impact on Security Holders [Text Block]

Moreover, we may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution, and those securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. See “Risk Factors — Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination — The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred underwriting compensation may not allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in us.” Further, as described above, due to the Class B Anti-Dilution Adjustment, our public shareholders may incur material dilution. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

SPAC Registered Offering Prospectus Summary, Identify and Evaluate Potential Business Combination Candidates, Manner [Text Block]

Business Combination Criteria

The rapid integration of artificial intelligence (AI) across the economy is catalyzing a substantial and sustained increase in power demand. This trend, particularly pronounced in high-density computing applications such as data centers, is fundamentally reshaping the energy and infrastructure landscape. Our team’s deep experience across the energy, power, and digital infrastructure sectors—combined with an extensive network of industry operators, developers, and investors, positions us to identify and acquire businesses that are critical to enabling this next phase of growth.

We view traditional energy and AI-linked power infrastructure as highly complementary domains. Reliable baseload generation, particularly from natural gas, will be essential to support the rising power needs of digital infrastructure. At the same time, distributed energy systems, resiliency platforms, and utility-grade electrical services are increasingly required to support the buildout of AI and compute-intensive facilities. This convergence creates a unique opportunity to invest across both conventional and emerging energy segments that are interdependent, asset-backed, and positioned for long-term relevance.

In parallel, we see digital assets and blockchain-based infrastructure gaining institutional traction, particularly where they intersect with energy markets, programmable finance, and capital formation. As adoption increases, we believe digital platforms that complement or support real asset ecosystems will become an important part of the broader infrastructure opportunity set.

Our objective is to pursue a business combination within this ecosystem, leveraging the management team’s track record in leading, operating, and investing in businesses across energy, infrastructure, and capital markets. We believe our sector-specific insight, operational orientation, and broad network of relationships will enable us to source and execute on high-quality opportunities aligned with long-term demand tailwinds and structural shifts in the energy and digital economies.

We believe our management team is well positioned to create value for shareholders through its decades of global operating and investment experience across the energy, power, and digital infrastructure sectors. Our network of relationships—developed through leadership roles in both private and public companies—provides access to a broad pipeline of potential acquisition opportunities. While we intend to focus primarily on the United States, we will also evaluate opportunities in global markets including Canada, Mexico, Europe, and South America. Our team’s sector-specific expertise across multiple verticals expands our addressable universe of targets, and we intend to pursue a business combination with a company that exhibits one or more of the following characteristics:

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Substantial opportunity for growth following a business combination. Favorable sector and market dynamics including large unmet demand, which may drive organic growth with additional opportunities for add-on acquisitions.

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Leadership position. Defensible or disruptive niche, differentiated technology, competitive advantages.

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Track record of profitability. Long-term sustainable cash flows from competitive advantages.

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Public company readiness. Proven public-ready management team, corporate governance, and reporting policies.

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Strong & qualified management team. Public-ready teams, proven track records driving revenue and value creation for shareholders.

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Mid-cap initial enterprise value. A company with an initial enterprise value of $1.0 to $1.5 billion, with potential to be larger given our team’s experience and execution capabilities.

The parameters mentioned above are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy materials or tender offer documents, as applicable, that we would file with the SEC.

SPAC, Actual or Potential Material Conflict of Interest, Prospectus Summary [Text Block]

Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

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duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

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duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

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duty to not improperly fetter the exercise of future discretion;

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duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders;

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duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

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duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination, because the entities to which our officers and directors owe fiduciary duties or contractual obligations (as described below) are not themselves in the business of engaging in business combinations.

Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations:

Individual⁽¹⁾	Entity	Entity’s Business	Affiliation
Andrea Bernatova	Salt Creek Midstream LLC	Oil & Gas (Midstream)	Director
	Regenerate Technology Global, Inc.	Battery Technology	Director
	Dynamix Corporation	Blank check company	Chief Executive Officer and Chairman
	DynamixCore Holdings, LLC	Holding company	Managing Member
Nader Daylami	CarbonPath, Inc.	Software (Greenhouse gas emissions)	Director
	Dynamix Corporation	Blank check company	Chief Financial Officer
Philip Rajan	Thornhill Oaks Capital LLC	Financial Services	Managing Member
	Dynamix Corporation	Blank check company	Vice President of M&A and Strategy

(1)

Each individual listed has a fiduciary duty with respect to each of the listed entities opposite from his/her name.

In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. In particular, the sole managing member of our sponsor is also the sole managing member of Dynamix II Sponsor. Further, each of Ms. Bernatova, Mr. Daylami and Mr. Rajan currently serve as Chairman and Chief Executive Officer, Chief Financial Officer and Vice President of M&A and Strategy, respectively, of Dynamix II. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target. However, we do not believe that any such potential conflicts, including with respect to Dynamix II, would materially affect our ability to complete our initial business combination because (i) our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, (ii) Messrs. and , are not directors of or otherwise affiliated with Dynamix II, and (iii) although we are focused on the energy transition, oil and gas, and power sectors, we are not limited by industry or geography in terms of the acquisition opportunities we can pursue. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis.

Potential investors should also be aware of the following other potential conflicts of interest:

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Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which they may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs.

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Our initial shareholders purchased founder shares prior to the date of this prospectus and will purchase private placement warrants in a transaction that will close simultaneously with the closing of this offering. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame, although they will be entitled to liquidating distributions from assets outside the trust account. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lockup. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and director nominees will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

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Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

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Our sponsor paid only a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.004 per share. Accordingly, our management team, which owns interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares.

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Our sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. In connection with the offering or in the event our sponsor or members of our management team provide additional loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination.

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Our officers, independent directors, advisors or their affiliates may be paid consulting, success, or finder fees upon the successful completion of our initial business combination as described under “— Limited payments to insiders”.

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In the event that we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors (or their respective affiliates or related entities), we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

Members of our management team may directly or indirectly own our founders shares, Class A ordinary shares and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. In particular, because the founder shares were purchased at approximately $0.004 per share, the holders of our founder shares (including members of our management team that directly or indirectly own founder shares) could make a substantial profit after our initial business combination even if our public shareholders lose money on their investment as a result of a decrease in the post-combination value of their ordinary shares (after accounting for any adjustments in connection with an exchange or other transaction contemplated by the business combination).

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, directors or advisors (or their respective affiliates or related entities). In the event that we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor, officers, directors or advisors (or their respective affiliates or related entities), we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

Prior to or in connection with the completion of our initial business combination, there may be payment by the company to our officers, independent directors, advisors, or their respective affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account, including permitted withdrawals from the trust account.

We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor.

In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares, and they and the other members of our management team have agreed to vote their founder shares and any shares purchased during or after the offering in favor of our initial business combination (other than public shares purchased after the company publicly announces its intention to engage in such proposed initial business combination).

SPAC Offering Forepart, Adjusted Net Tangible Book Value Per Share [Table Text Block]

As of June 30, 2025
Offering Price of $10.00		25% of Maximum Redemption (assumes 4,375,000 or 5,031,250 public shares redeemed)				50% of Maximum Redemption (assumes 8,750,000 or 10,062,500 public shares redeemed)				75% of Maximum Redemption (assumes 13,125,000 or 15,093,750 public shares redeemed)				Maximum Redemption (assumes 17,500,000 or 20,125,000 public shares redeemed)
NTBV		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price

Assuming Full Exercise of Over-Allotment Option
$	7.26	$	6.72	$	3.28	$	5.85	$	4.15	$	4.24	$	5.76	$	0.22	$	9.78

Assuming No Exercise of Over-Allotment Option
$	7.26	$	6.71	$	3.29	$	5.85	$	4.15	$	4.24	$	5.76	$	0.22	$	9.78

SPAC Offering Forepart, Actual or Material Conflict of Interest [Flag]

true

SPAC Prospectus Summary, Sponsor Compensation [Table Text Block]

The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates, assuming the underwriters’ over-allotment option is not exercised:

Entity/Individual	Amount of Compensation to be Received or Securities Issued or to be Issued	Consideration Paid or to be Paid
Volta Tread LLC	$40,000 per month, commencing on the first date on which our securities are listed on the Nasdaq	Utilities and secretarial and administrative support

Volta Tread LLC	Payment of management, consulting and other advisory services fees and reimbursement for certain costs and expenses incurred in favor of third parties in an amount not to exceed the permitted withdrawals, each in connection with our initial business combination	Management, consulting and other advisory services fees and certain costs and expenses incurred in favor of third parties

DynamixCore Holdings III, LLC	5,833,333 Class B Ordinary Shares (which include the Class B Anti-Dilution Adjustment as described in “— Founder shares conversion and anti-dilution”) If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares in such amount as to maintain the number of founder shares, on an as-converted basis, at approximately 25% of our issued and outstanding ordinary shares upon the consummation of this offering (excluding any shares issuable upon exercise of any warrants)	$25,000

DynamixCore Holdings III, LLC	4,000,000 private placement warrants to be purchased simultaneously with the closing of this offering	$4,000,000

DynamixCore Holdings III, LLC	Up to $300,000	Repayment of loans made to us to cover offering related and organizational expenses

DynamixCore Holdings III, LLC, officers, independent directors, advisors or their respective affiliates	Payment of consulting, success or finder fees or a salary to our officers, independent directors, advisors, or their respective affiliates in connection with the consummation of our initial business combination	Consulting, success or finder fees or a salary in connection with the consummation of an initial business combination

DynamixCore Holdings III, LLC, officers, independent directors, advisors, consultants or their respective affiliates	Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination	Expenses incurred in connection with identifying, investigating, negotiating and completing an initial business combination

DynamixCore Holdings III, LLC or an affiliate, officers and directors	Repayment of working capital loans to finance transaction costs in connection with an initial business combination	Up to $1,500,000 in working capital loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender

SPAC, Adjusted Net Tangible Book Value Per Share with Sources of Dilution [Table Text Block]

For each of the redemption scenarios above, the NTBV was calculated as follows:

	0% of Maximum Redemptions						25% of Maximum Redemptions						50% of Maximum Redemptions						75% of Maximum Redemptions						Maximum Redemptions
	Without Over-Allotment			With Over-Allotment			Without Over-Allotment			With Over-Allotment			Without Over-Allotment			With Over-Allotment			Without Over-Allotment			With Over-Allotment			Without Over-Allotment			With Over-Allotment
Public offering price	$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00
Net tangible book deficit before this offering		—			—			—			—			—			—			—			—			—			—
Increase attributable to public shareholders		7.26			7.26			6.71			6.72			5.85			5.85			4.24			4.24			0.22			0.22
Pro forms net tangible book value after this offering and the sale of the private placement warrants		7.26			7.26			6.71			6.72			5.85			5.85			4.24			4.24			0.22			0.22
Dilution to public shareholders	$	2.74		$	2.74		$	3.29		$	3.28		$	4.15		$	4.15		$	5.76		$	5.76		$	9.78		$	9.78
Percentage of dilution to public shareholders		27.40	%		27.40	%		32.90	%		32.80	%		41.50	%		41.50	%		57.60	%		57.60	%		97.80	%		97.80	%
Numerator:
Net tangible book deficit before this offering	$	(19,746	)	$	(19,746	)	$	(19,746	)	$	(19,746	)	$	(19,746	)	$	(19,746	)	$	(19,746	)	$	(19,746	)	$	(19,746	)	$	(19,746	)
Net proceeds from this offering and the sale of the private placement warrants⁽¹⁾		176,500,000			202,750,000			176,500,000			202,750,000			176,500,000			202,750,000			176,500,000			202,750,000			176,500,000			202,750,000
Plus: Offering costs accrued for or paid in advance, excluded from tangible book value		27,946			27,946			27,946			27,946			27,946			27,946			27,946			27,946			27,946			27,946
Less: Deferred underwriting commissions		(7,000,000	)		(8,050,000	)		(5,250,000	)		(6,037,500	)		(3,500,000	)		(4,025,000	)		(1,750,000	)		(2,012,500	)		—			—
Less: overallotment liability		(222,900	)		—			(222,900	)		—			(222,900	)		—			(222,900	)		—			(222,900	)		—
Less: Amounts paid for redemptions⁽²⁾		—			—			(43,750,000	)		(50,312,500	)		(87,500,000	)		(100,625,000	)		(131,250,000	)		(150,937,500	)		(175,000,000	)		(201,250,000	)
	$	169,285,300		$	194,708,200		$	127,285,300		$	146,408,200		$	85,285,300		$	98,108,200		$	43,285,300		$	49,808,200		$	1,285,300		$	1,508,200
Denominator:
Ordinary shares outstanding prior to this offering		6,708,333			6,708,333			6,708,333			6,708,333			6,708,333			6,708,333			6,708,333			6,708,333			6,708,333			6,708,333
Ordinary shares forfeited if over-allotment is not exercised		(875,000	)		—			(875,000	)		—			(875,000	)		—			(875,000	)		—			(875,000	)		—
Ordinary shares offered		17,500,000			20,125,000			17,500,000			20,125,000			17,500,000			20,125,000			17,500,000			20,125,000			17,500,000			20,125,000
Less Ordinary shares redeemed		—			—			(4,375,000	)		(5,031,250	)		(8,750,000	)		(10,062,500	)		(13,125,000	)		(15,093,750	)		(17,50,000	)		(20,125,000	)
		23,333,333			26,833,333			18,958,333			21,802,083			14,583,333			16,770,833			10,208,333			11,739,583			5,833,333			6,708,333

(1)

Expenses applied against gross proceeds include offering expenses of approximately $750,000 (excluding deferred underwriting commissions). See “Use of Proceeds.”

(2)

Upon the consummation of our initial business combination, the deferred underwriting commissions would be paid as follows: $0.20 per unit sold in the base offering, or $3,500,000 (or up to $4,025,000 if the overallotment option is exercised in full) in the aggregate, is payable upon the closing of this offering. Includes $0.40 per unit, or $7,000,000 (or up to $8,050,000 if the underwriters’ over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. See also “Underwriting” for a description of compensation and other items of value payable to the underwriters.

Dynamix Corp III S-1/A