$2B ETH treasury firm files with SEC for public listing with ETHM ticker

Ethereum treasury firm The Ether Machine is one step closer to a Nasdaq debut after filing with the US Securities and Exchange Commission (SEC) on Tuesday. The company submitted a draft registration on Form S-4, advancing its plan to enter the public markets through a merger with a special-purpose acquisition company.

The Form S-4 submission follows The Ether Machine’s proposed business combination with Dynamix Corporation, a Nasdaq-listed SPAC trading under the ticker symbol ETHM. An S-4 filing is used to register securities issued in mergers or acquisitions, which in this case would clear the Ethereum-focused firm to list shares publicly.

As Cryptopolitan reported in July, Ether Machine revealed its plan to merge with Dynamix, expecting the transaction to close in the fourth quarter of this year. 

In its update on social media platform X late Tuesday, the company said: “As of today, we have confidentially filed our S-4 with the SEC. We’re shifting into the next gear, and officially on its path to full public form.”

Ether Machine waiting for SEC greenlight to join Nasdaq

Andrew Keys, co-founder and chairman of The Ether Machine, said the filing will help the company become one of the largest publicly traded Ethereum treasuries. He added that the firm had engaged KPMG, one of the Big Four auditors, to oversee its governance and disclosure standards.

“The submission of our Form S-4 is a critical step towards becoming a publicly traded Ethereum company,” Keys said. “We believe The Ether Machine is positioned to set a new benchmark for digital asset treasuries entering the public markets.”

The company was formed earlier this year through a business combination between The Ether Reserve LLC and Dynamix Corporation. Under the terms of the definitive business combination agreement, Dynamix and The Ether Machine, referred to as “Pubco,” will submit additional regulatory filings, including a preliminary proxy statement and prospectus.

Filing dictates shareholder approval process

The registration statement will include a proxy statement for Dynamix shareholders and a prospectus for The Ether Machine. According to the filing, definitive proxy materials and other relevant documents will be mailed to shareholders of Dynamix at a record date yet to be determined, alongside details of the merger and other transactions related to the proposed business combination.

Dynamix and The Ether Machine could also file more documents about the proposed deal with the SEC. Company representatives told reporters the current communication does not contain all the details that should be considered for investment decisions.

Both companies and their respective boards and executives may be considered participants in the proxy solicitation process under SEC rules. Details regarding the directors, executive officers, their interests in the merger, and their holdings of Dynamix securities are included or will be included in filings with the SEC.

Ethereum holdings cross $2.16 billion pre-Nasdaq listing

In preparation for its Nasdaq listing, The Ether Machine secured $654 million worth of Ether on September 2. The 150,000 Ether investment was led by Jeffrey Berns, a longtime Ethereum enthusiast, and delivered to the firm’s wallet later in the week.

The firm is expected to enter the public market with a treasury of more than 495,362 Ether, valued at $2.16 billion, along with an additional $367.1 million in capital to acquire more ETH. 

According to data from SER, The Ether Machine is currently the third-largest corporate holder of Ethereum, behind Bitmine Immersion Tech and SharpLink Gaming. Bitmine holds about 1.2 million ETH, while the latter increased its position this past week to 838,152 coins.

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