DYNC 10-K & 10-Q changes, risk factors and insider trading

Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination,combination (in the event that the proposed Business Combination with Ether Machine is not consummated), and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.

TheIn the event that the proposed Business Combination with Ether Machine is not consummated, the ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with aanother target.

WeIn the event that the proposed Business Combination with Ether Machine is not consummated, we may seek to enter into a business combination transaction agreement with a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Consequently, if accepting all properly submitted redemption requests would not allow us to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.

TheIn the event that the proposed Business Combination with Ether Machine is not consummated, the requirement that we complete our initial business combination within the completion window may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

We may not be able to find a suitable target business and complete our initial business combinationcombination, including the proposed Business Combination with Ether Machine, within the completion window. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. If we have not completed our initial business combination within such time period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem 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 on the funds held in the trust account (which interest shall be net of taxes payable 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-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may only receive $10.025 per share, or possibly less, and our warrants will expire without value to the holder. In certain circumstances, our public shareholders may receive less than $10.025 per share on the redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.025 per share” and other risk factors described in this “Risk Factors” section.

In addition, we may still still be deemed to be an investment company. The longer that the funds in the trust account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, the greater the risk that we may be deemed to be an unregistered investment company, in which case we may be required to liquidate. If our facts and circumstances change over time, we will update our disclosure to reflect how those changes impact the risk that we may be considered to be operating as an unregistered investment company. As disclosed above, we may determine, in our discretion, to liquidate between the securities held in the trust account at any time and instead hold all funds in the trust account in an interest bearing demand deposit account or as cash or cash items at a bank, which could further reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company as compared to what they would have received had the investments not been so liquidated. Were we to liquidate the Company, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the target company with which we could have consummated an initial business combination. In addition, upon moving the funds from the trust account to a deposit account, we will maintain the cash items in bank accounts which, at times, may exceed federally insured limits as guaranteed by the FDIC. While we intend to place our deposits in high-quality banks, only a small portion of the funds in our trust account will be guaranteed by the FDIC.

Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict andconflict, the recent escalation of conflict in the Middle East and Southwest Asia.Asia and the potential for an extended regional war in the Middle East.

United States and global global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of conflict in the Middle East and Southwest Asia. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, or have undertaken or will undertake military strikes in Southwest Asia, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of conflict in the Middle EastEast, including the recent conflict between Iran and Israel and the United States’ military actions against Iran, and Southwest Asia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could result in an extended regional war or have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

BecauseIn the event that the proposed Business Combination with Ether Machine is not consummated, we arewill neithernot be limited to evaluating a target business in a particular industry sector nor have we selected any target businesses with which to pursue our initial businesssector, combination,and you will be unable to ascertain the merits or risks of any particular target business’s operations.

OurIn the event that the proposed Business Combination with Ether Machine is not consummated, our efforts to identify a prospective initial business combination target will arenot be not limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify and acquire a business or businesses that can benefit from our management team’s established global relationships and operating experience. Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully in a number of sectors. Our amended and restated memorandum and articles of association prohibits us from effectuating a business combination solely with another blank check company or similar company with nominal operations.

BecauseIn wethe haveevent that the proposed Business Combination with Ether Machine is not yet selected any specific target business with respect to a business combination,consummated, there ismay be no basis to evaluate the possible merits or risks of any particular particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. In recent years, a number of target businesses have underperformed financially post-business combination. There are no assurances that the target business with which we consummate our initial business combination will perform as anticipated. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

WeIn havethe event that the proposed Business Combination with Ether Machine is not selectedconsummated, any specific business combination target butwe intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of our initial public offering and the sale of the private placement warrants. 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 redemption by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. Further, we may be required to obtain additional financing in connection with the closing of our initial business combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase of other companies. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination.

We are a blank check company incorporated in the Cayman Islands on June 13, 2024 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “initial business combination”).businesses. We intend to effectuate our business combination using cash derived from the proceeds of the initial public offering and the sale of the private placement warrants, our shares, debt or a combination of cash, shares and debt.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from June 13, 2024 (inception) through December 31, 20242025 were organizational activities, activities, those necessary to prepare for the initial public offering, described below, and identifying a target company for a business combination.combination and pursuing the consummation of the transaction contemplated by the Business Combination Agreement. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of interest incomedividends earned on marketable securitiesinvestments held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

At December 31, 2024,2025, we had cashmutual andfunds marketable securitieswhich are invested primarily in money market funds held in the trust account of $167,164,825.$173,392,824. We intend to use substantially all of the funds held in the trust account (including any amounts representing dividends earned on investments held in trust account, which dividends shall be net of taxes payablepayable, if any, and excluding deferred underwriting fees) and not previously released to us pursuant to permitted withdrawals, to complete our initial business combination. We may withdraw earnings from the trust account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

In addition, pursuant to the advisory services agreement, we will pay to the service provider an annual fee, payable on a monthly basis, until the consummation of a business combination. We will also reimburse the service provider and its affiliates for certain costs and expenses incurred in favor of third parties. The annual fee, together with any reimbursement, shall not exceed the Cap.

The underwriters from our initial public offering were entitled to a cash underwriting fee of $0.20 per Unit, or $3,320,000 in the aggregate. The deferred underwriting fee will become payable to the underwriters, upon the completion of the Company’s initial business combination, from the amounts held in the trust account solely on amounts remaining in the trust account following all properly submitted shareholder redemptions in connection with the consummation of the initial business combination. On July 20, 2025, we entered into a letter agreement pursuant to combination.which the underwriters agreed, if the closing of the initial business combination with the Pubco (the “Pubco BC closing”) occurs, (a) that the only consideration due and payable by us pursuant to the underwriting agreement for the initial public offering shall be a one-time cash fee equal to $500,000 (the “Cash Fee”) payable upon such closing, (b) to waive any rights to any additional consideration under the underwriting agreement other than the Cash Fee, including deferred underwriting commission, and (c) to forfeit 2,070,000 private placement warrants immediately prior to the Pubco BC closing and retain 5,000 private placement warrants (which will become warrants to purchase the same number of shares of Pubco Class A Stock at the Pubco BC closing).

The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could materially differ from those estimates. Over-allotment Option The over-allotmentCompany has optionnot wasidentified accountedany forcritical as aaccounting liabilityestimates inthat accordance with ASC 815-40 and was presented within liabilities on the balance sheet. The over-allotment option liability is measured at fair value at inception and onhave a recurringsignificant basis,impact withto changesour inconsolidated fairfinancial value presented within changes in fair value of over-allotment option liability in the statement of operations.statements.

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from June 13, 2024 (inception) through MarchJune 31,30, 2026 were organizational activities, those necessary to prepare for the initial public offering, identifying a target company for a business combination and pursuing the consummation of the transaction contemplated by the Business Combination Agreement. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of dividends earned on investments held in trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended March 31,June 30, 2026, we had a net income of $11,087,940,$56,803,502, which consisted of termination agreement fee of $50,000,000, change in fair value of warrant liabilities of $9,877,000,$5,810,000, dividends earned on investments held in trust account of $1,523,870$1,536,672 and interest earned in cash account of $1,286$359,615 partially offset by general and administrative expenses of $314,216.$902,785.

For the three months ended March 31,June 30, 2025, we had a net incomeloss of $1,032,650,$248,730, which consisted of dividends earned on investments held in trust account of $1,749,366, change in fair value – over-allotment liability of $64,371 and$1,758,009, interest earned in cash account of $12,716,$10,732, partially offset by general and administrative expenses of $584,643$1,150,121 and change in fair value of warrant liabilities of $209,160.$867,350.

As an additionala source of liquidity, we may withdraw interest earned in the trust account to fund working capital requirements, subject to an annual limit of 10% of interest earned on funds held in the Trust Account. And as discussed above, the Company received $50,000,000 in association with the Termination Agreement. As such, the received funds helped satisfy the Company’s liquidity.

For the threesix months ended March 31,June 30, 2026, net cash usedprovided inby operating activities was $222,975.$45,608,015. Net income of $11,087,940$67,891,442 was affected by a change in fair value of warrant liabilities of $9,877,000$15,687,000 and dividends earned on investments held in trust account of $1,523,870.$3,060,542. Changes in operating assets and liabilities providedused $89,955$3,535,885 of cash from operating activities.

For the threesix months ended March 31,June 30, 2025, net cash used in operating activities was $504,051.$870,400. Net income of $1,032,650$783,920 was affected by a change in fair value of warrant liabilities of $209,160,$1,076,510, dividends earned on investments held in trust account of $1,749,366,$3,507,375, and change in fair value of over-allotment liability of $64,371. Changes in operating assets and liabilities provided $67,876$840,916 of cash from operating activities.

At MarchJune 31,30, 2026, we had mutual funds which are invested primarily in money market funds held in the trust account of $174,762,568.$176,148,668. We intend to use substantially all of the funds held in the trust account (including any amounts representing dividends earned on investments held in trust account, which dividends shall be net of taxes payable, if any, and excluding deferred underwriting fees) and not previously released to us pursuant to permitted withdrawals, to complete our initial business combination. We may withdraw earnings from the trust account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

At MarchJune 31,30, 2026, we had cash and cash equivalents of $154,849$46,136,411 held outside of the trust account. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination.

In connection with our assessment of going concern considerations in accordance with ASC 205-40 “Presentation of Financial Statements - Going Concern,” we have incurred and expects to continue to incur significant costs in pursuit of financing and acquisition plans. Additionally, we have 24 months from the closing of the Initial Public Offering (November 22, 2026 or until such earlier liquidation date as our board of directors may approve) to complete a Business Combination (the “Combination Period”). The working capital deficit and the expectation of significant future costs raises substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. Additionally, management has determined that the mandatory liquidation and subsequent dissolution, should wethe Company be unable to complete a Business Combination by the end of the Combination Period, raises substantial doubt about ourthe Company’s ability to continue as a going concern. Management plans to address this uncertainty through debtsearch or equity financingfor and the completion of a Business Combination. There are no assurances that ourthe Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We have no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off- balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

The preparation of the unaudited condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements. Actual results could materially differ from those estimates. The Company has not identified any critical accounting estimates that have a significant impact to our unaudited condensed consolidated financial statements.

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.