August 7, 2024

Andrea Bernatova
Chief Executive Officer
Dynamix Corporation
c/o Corporation Service Company
251 Little Falls Drive
Wilmington, New Castle County
DE 19808

       Re: Dynamix Corporation
           Registration Statement on Form S-1
           Filed July 8, 2024
           File No. 333-280719
Dear Andrea Bernatova:

       We have reviewed your registration statement and have the following
comments.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies to your facts
and circumstances
or do not believe an amendment is appropriate, please tell us why in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
Cover Page

1.     Please revise to provide the address of your principal executive
offices. While we note
       that you are a remote-first company and you have provided the address of
your agent for
       service of process, identification of a principal executive office is a
requirement of Form
       S-1.
2.     When discussing the amount of compensation received or to be received,
please revise to
       include the repayment of loans. Also revise to highlight a
cross-reference to all the
       sections in the prospectus for disclosures related to compensation. See
Item 1602(a)(3) of
       Regulation S-K.
3.     When discussing dilution relating to the founder shares, please revise
to also state whether
       the anti-dilution adjustment to the founder shares in connection with
your initial business
 August 7, 2024
Page 2

       combination may result in a material dilution of the purchasers' equity
interests. See Item
       1602(a)(3) of Regulation S-K.
4.     In the paragraph where you disclose conflicts of interest, please revise
to highlight the
       cross-references to the locations of related disclosures in the
prospectus, and to include a
       cross-reference to all the sections in the prospectus regarding
conflicts of interest
       disclosures. See Item 1602(a)(5) of Regulation S-K.
5.     Please expand your discussion of the non-managing sponsor investors to
disclose the
       different interests they may have. In this regard, we note your
statement on page 29 and
       elsewhere that they will potentially have different interests. Please
also revise to
       clarify the maximum percentage of the offering, in the aggregate, that
could be purchased
       by these investors.
Summary, page 1

6.     Please revise to describe any plans to seek additional financings and
how the terms of
       additional financings may impact unaffiliated security holders, as
required by Item
       1602(b)(5) of Regulation S-K. In this regard, we note your disclosures
that you intend to
       effectuate your initial business combination using cash from, among
other sources, the
       proceeds of the sale of your shares pursuant to forward purchase
agreements or backstop
       agreements, that you may raise funds through the issuance of
equity-linked securities, and
       that you intend to target an initial business combination with an
enterprise value between
       $1.0 and $1.5 billion.
7.     Please revise the compensation table on page 7 to include the repayment
of loans, the anti-
       dilution adjustment of the founder shares, the payment of consulting,
success, or finder
       fees, and the reimbursement of out-of-pocket expense. Please expand your
disclosure
       outside of the table to describe the extent to which the private
placement warrants, which
       may be exercised on a cashless basis, may result in a material dilution
of the purchasers'
       equity interests, including that such warrants may be converted from
loans from the
       sponsor. See Item 1602(b)(6) of Regulation S-K.
8.     Please revise to balance your discussion of the prior SPAC/de-SPAC
experience of your
       management team to disclose redemption levels in connection with the
ESGEN initial
       business combination transaction and to briefly describe the material
terms of the
       transaction. In addition, expand your discussion to explain that in
recent years, a number
       of target businesses have underperformed financially post-business
combination, as you
       further discuss on page 64.
Appointment and removal of directors. . ., page 24

9.     Please expand your disclosure here, and elsewhere as appropriate,
including your risk
       factor on page 50, to also explain the number of public shares needed if
a special
       resolution is required to approve the initial business combination,
including if you assume
       that only the number of shares representing a quorum vote their shares.
Conflicts of Interest, page 41

10.    Please revise to also disclose conflicts of interest relating to fees,
reimbursements, or cash
       payments to your sponsor, officers or directors, or your or their
affiliates for services
       rendered to you prior to or in connection with the completion of your
initial business
 August 7, 2024
Page 3

       combination, as referenced on page 40, including the potential payment
of consulting,
       success, or finder fees rendered for completion of the initial business
combination. Please
       also revise to clearly disclose the nominal price paid for the
securities and the conflict of
       interest in determining whether to pursue a de-SPAC transaction. In
addition, revise to
       disclose conflicts of interest that may arise in the event that you seek
to complete your
       initial business combination with a company that is affiliated with your
sponsor, officers
       or directors, as referenced on page 12. See Item 1602(b)(7) of
Regulation S-K.
Summary of Risk Factors, page 47

11.    Please add disclosure to specifically discuss the risks related to the
ownership by the non-
       managing sponsor investors, including, to the extent applicable, risks
related to the
       potential limited public float, and the resulting consequences. In
addition, revise your risk
       factor disclosures as appropriate to clarify that in the event these
investors purchase all of
       the units in which they have expressed an interest, and vote in favor of
the initial business
       combination, no affirmative votes from other public shareholders would
be required, as
       you explain on pages 161-162. Also, in your Principal Shareholders
section, revise the
       third paragraph on page 159 to also include disclosure regarding the
percentage of your
       public units that may be potentially purchased by the non-managing
sponsor investors.
12.    Please expand your second risk factor to specifically highlight that you
may not need any
       public shares in addition to the founder shares to be voted in favor of
the initial business
       combination in order to approve the transaction, as you explain
elsewhere in your
       prospectus. Also revise the ninth risk factor on page 48 to clarify the
purpose of the
       structure is to provide anti-dilution protection to the initial
shareholders.
We may not be able to complete . . ., page 73

13.    With a view toward disclosure, please tell us whether your sponsor is,
is controlled by,
       has any members who are, or has substantial ties with, a non-U.S.
person.
Dilution, page 105

14.    Please revise here, and elsewhere as appropriate, to expand on your
assumption that no
       ordinary shares and convertible equity or debt securities are issued by
highlighting that
       you may need to do so because you intend to target an initial business
combination with
       an enterprise value of $1.0 billion to $1.5 billion, which you explain
elsewhere.
Our Sponsor, page 118

15.    Please revise the compensation table on page 119 to include the
repayment of loans
       (including that they may be convertible to warrants), the payment of
consulting, success,
       or finder fees, and the reimbursement of out-of-pocket expenses, as
applicable. Also
       revise to disclose any circumstances or arrangements under which the
sponsor, its
       affiliates, and promoters, directly or indirectly, have transferred or
could transfer
       ownership of securities of the SPAC, such as anti-dilution adjustment
mechanisms. See
       Item 1603(a)(6) of Regulation S-K.
16.    Please revise the table on pages 119-120 to disclose any circumstances
or arrangements
       that could result in the surrender or cancellation of the subject
securities, such as the
       potential surrender of the founder shares or in connection with a PIPE
financing. See Item
 August 7, 2024
Page 4

       1603(a)(6) of Regulation S-K. Additionally, please revise the table to
disclose the lock-up
       agreement with the underwriter. See Item 1603(a)(9) of Regulation S-K.
Finally, as
       applicable, explain how these restrictions relate to the non-managing
sponsor investors'
       expression of interest.
Executive Officer and Director Compensation, page 151

17.    Please revise to discuss the membership interests in the sponsor that
your
       independent directors will receive for their services as a director. See
Item 402(r)(3) of
       Regulation S-K.
Conflicts of Interest, page 155

18.    Please revise to disclose any actual or potential material conflicts of
interest relating to
       compensation, repayment of loans, and reimbursements of expenses that
will be paid to
       your sponsor, officers, or directors. See Item 1603(b) of Regulation
S-K.
19.    Please revise to state the basis for your statement that you do not
believe that the fiduciary
       duties or contractual obligations of your officers or directors will
materially affect your
       ability to complete your initial business combination.
Expression of Interest, page 161

20.    Based on the expression of interest of the non-managing sponsor
investors, and your
       disclosure that the non-managing investors will hold membership
interests in the sponsor,
       please revise to disclose the persons or affiliated groups who may have
direct and indirect
       material interests in the sponsor, as well as the amount of their
interests. See Item
       1603(a)(7) of Regulation S-K.
General

21.    Regarding your disclosure of the expressions of interest by the
non-managing sponsor
       investors to indirectly purchase private placement warrants by
purchasing sponsor
       membership units, please revise to add clarifying disclosure to directly
compare the
       percentage of such private warrants that may be purchased to the
percentage of private
       warrants to be held by the sponsor following the offering (and after
taking into effect the
       transfers of membership interests in your sponsor to the independent
directors, as you
       disclose on page 6 and elsewhere). Please also revise to disclose the
nominal purchase
       price to be paid by them for the founder shares.
22.    Where you discuss the non-managing sponsor investors' expression of
interest, please
       revise to clarify whether their potential purchase of units in the
offering is conditioned on
       their potential indirect purchase of private placement warrants and
founder shares in a
       private placement, or vice versa. In this regard, we note your
disclosure that the non-
       managing sponsor investors will potentially have different interests
than your other public
       shareholders in approving your initial business combination and
otherwise exercising their
       rights as public shareholders because of their indirect ownership of
founder shares.
23.    Please revise to disclose whether the non-managing sponsor investors'
membership
       interest units are subject to any transfer restrictions, such as a lock
up agreement. We note
       your disclosure on page 23 that except in limited circumstances, no
member of the
       sponsor (including the non-managing sponsor investors) may transfer all
or any portion of
 August 7, 2024
Page 5

       its membership interests in the sponsor. We also note your
cross-reference to more
       information in the Principal Shareholders section under "Restrictions on
Transfers of
       Founder Shares and Private Placement Warrants." However, such disclosure
does not
       appear to address the non-managing sponsor investors' membership
interest units in the
       sponsor.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Babette Cooper at 202-551-3396 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Holt at 202-551-6614 or Dorrie Yale at 202-551-8776 with any
other
questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Real
Estate & Construction
cc:   Evan M. D'Amico