The PIPE transaction will be the largest all-common-stock financing committed at announcement since 2021

Davis Polk advised the sole placement agent and capital markets adviser for institutional and strategic investors in connection with an upsized $1.5 billion PIPE transaction and launch of The Ether Machine, Inc. through a business combination transaction between Dynamix Corporation and The Ether Reserve, LLC.

The business combination values The Ether Machine at an enterprise value of approximately $1.6 billion, including $1.5 billion in gross proceeds from the PIPE and $170 million from Dynamix’s trust account. The PIPE transaction will be the largest all-common-stock financing committed at announcement since 2021.

The Ether Machine is an Ethereum yield and infrastructure company purpose-built for institutional management and scale. It will manage the largest pool of assets in a public vehicle for pure-play institutional-grade exposure to Ethereum and yield denominated in ether (ETH). The Ether Machine will actively generate and optimize ETH-denominated returns through staking, restaking, and secure, professionally risk-managed DeFi participation. The Ether Machine is expected to commence trading on the Nasdaq Global Market under the symbol “ETHM” upon closing of the business combination transaction, pending Dynamix shareholder approval and other customary closing conditions.

Dynamix is a special purpose acquisition company (SPAC) incorporated under the laws of the Cayman Islands for the purpose of effecting a business combination with one or more private operating businesses. Its shares are listed on Nasdaq under the symbol “DYNX.”

The Davis Polk capital markets team included partners Derek Dostal and Daniel P. Gibbons and associate Marquis J. Pullen. Partner Zachary J. Zweihorn and associates Justin Levine and Boaz B. Goldwater provided financial regulatory advice. Members of the Davis Polk team are based in the New York and Washington DC offices.

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