Ether Machine, Dynamix end SPAC deal; $50M termination fee

Ether Machine and Dynamix Corporation (Nasdaq: ETHM) mutually terminated their business combination agreement, effective April 8, 2026, citing unfavorable market conditions.

The termination requires a $50 million payment to Dynamix from the designated payor within 15 days, according to a Form 8-K filed with the Securities and Exchange Commission. The agreement includes mutual releases, a covenant not to sue and a non-disparagement clause.

The filing describes cross‑indemnification provisions covering certain investor and shareholder claims. It states the payor will indemnify Dynamix, its sponsor and affiliates for certain losses tied to claims brought by ETHM investors who are not SPAC releasing parties, and that Dynamix will indemnify the public company and related parties for certain losses from claims brought by Dynamix shareholders.

Ether Machine announced plans to go public in July 2025, targeting more than $1.5 billion in committed capital and an initial treasury of over 400,000 ETH. The proposal had backing from Pantera Capital, Kraken and Blockchain.com.

Market pressure on crypto assets intensified after October 2025 and continued into the first quarter of 2026. Ethereum traded about 55% below its August 2025 all-time high. Some treasury holders of ETH and Bitcoin reported large unrealized losses and moved to sell assets to meet obligations.

The filing cites BitMine as holding roughly $6.5 billion in unrealized losses and notes its stock was down about 31.7% year to date.

Dynamix has until Nov. 22, 2026, to complete a business combination under Nasdaq SPAC rules. If no transaction closes by that deadline, Dynamix would be required to liquidate and return pro‑rata funds to public shareholders from its trust account.

In a post on X, the parties wrote, “they have mutually agreed to terminate their previously announced Business Combination Agreement, effective immediately, as a result of unfavorable market conditions.” The filing does not include new financial projections related to the terminated transaction.