MOZAYYX Acquisition

This filing provides the first detailed disclosure of MZYX's offering terms: $250,000,000 offering (25,000,000 units at $10.00 per unit), trust per share of $10.00, 24-month deadline to complete an initial business combination from the closing of the offering, sponsor economics (founder shares at $0.0035 per share, private placement warrants at $2.00 per warrant), non-binding forward purchase agreement with Kraken and MOZAYYX Master Fund for up to $50,000,000, and redemption mechanics with a 15% limitation on redemptions if a shareholder vote is held. Investors can assess redemption deadlines, sponsor conduct, and deal timeline.

This filing provides the definitive prospectus for the IPO, establishing the trust value of $10.00 per share, the 24-month deadline from closing, and the sponsor's economic incentives. It also discloses non-binding forward purchase commitments from Kraken and MOZAYYX Master Fund of up to $50 million and market opportunity claims in BI software, digital health, and robotics. For investors tracking redemption mechanics, it confirms that public shareholders will have redemption rights at the trust value and that the sponsor has waived its redemption rights.

This filing gives investors the first complete picture of the SPAC’s structure, trust value, redemption mechanics, deadline, sponsor economics, and potential conflicts of interest. The trust amount ($10.00 per share), the 24‑month deadline (subject to extension), and the low cost of the founder shares are critical for evaluating redemption risk and sponsor alignment. The non‑binding PIPE commitments from Kraken and MOZAYYX Master Fund signal possible anchor support for a future deal. The management team’s stated focus on high‑growth sectors provides insight into the types of targets the SPAC will pursue.

According to the SEC letter, the company and its management retain sole statutory responsibility for disclosure accuracy regardless of the staff's absence of review, transferring legal risk entirely to the sponsor and executives. Procedurally, the mandated 15-day advance public filing window creates a fixed timeline anchor; once the company complies, investors can anticipate the publication of a merger proxy, which activates formal redemption periods, trust dissolution mechanics, and potential extension votes tied to the existing 2028-02-25 deadline.

Strategic Focus & Market Sizing: Management claims positioning at the convergence of artificial intelligence, digital assets, fintech, infrastructure, robotics, and communications. According to the prospectus, third-party projections cited by management state the global AI market was valued at $279.22 billion in 2024 and is projected to reach $1.81 trillion by 2030.

What changed: Form 8-K current report under Item 5.02 concerning the election of a new independent director and related compensatory arrangements. According to the registrant's filing, the Board of Directors appointed Emma Rose Bienvenu, age 32, as an independent director effective May 26, 2026. Per the company's disclosures, Ms. Bienvenu will receive no cash compensation for board service prior to an initial business combination; instead, she will hold an indirect interest in 25,000 founder shares through membership interests in the sponsor, Mozayyx Acquisition Sponsor LLC. She executed a new indemnification agreement and a joinder to the letter agreement dated February 24, 2026. The Board stated she currently serves as Chief Operating Officer of Evertas, which provides insurance to artificial intelligence and crypto mining datacenters and major digital asset custodians. Prior to that role, the filing notes she worked in leadership at Pantera Capital from January 2021 to June 2023, served as an associate at Linklaters LLP in London, held positions at CDPQ and the Public Sector Pension Investment Board, worked in the U.S. House of Representatives, and held roles at Accenture and Pacific Century Group. Her educational background, as disclosed in the report, includes a J.D. and B.C.L. from McGill University, a joint Master’s degree in Economics and Finance from the Wharton School and Sciences Po, and an L.L.M. in Corporate and Finance Law from the University of Pennsylvania Carey Law School. The Board confirmed no committee assignments were determined as of the report date. Chief Executive Officer and Chief Financial Officer Benjamin Zucker signed the filing on June 1, 2026. Why it matters: The appointment adds board capacity but does not amend redemption procedures, alter the trust account balance, extend the business combination deadline, confirm target negotiation progress, or indicate sponsor conduct changes beyond routine pre-combination governance. Structuring director pay exclusively around founder shares preserves existing trust capital rather than requiring cash withdrawals. The filing contains no announcements regarding merger pipelines, customer engagements, revenue metrics, market sizing, technology roadmaps, commercial partnerships, litigation exposure, or officer resignations, leaving the SPAC's searching timeline and shareholder exit options unchanged.

What changed: A Joint Filing Agreement (Exhibit 99.1) attached to a Schedule 13G beneficial ownership report for Equity Units of MOZAYYX Acquisition Corp. The filing contains no amendments to the SPAC’s redemption deadline, trust value, extension timeline, or target acquisition progress. It solely establishes a Rule 13d-1(k) joint filing arrangement among Anson Funds Management LP, Anson Management GP LLC, Tony Moore, Anson Advisors Inc., Amin Nathoo, and Moez Kassam, designating each party as responsible for the timeliness and accuracy of their own information within the collective 13G report concerning Equity Units as of May 15, 2026. Why it matters: This exhibit clarifies the regulatory reporting structure without altering the operational mechanics investors track. It does not modify the 2028-02-25 business combination deadline, the $10 per share trust value, or the SEARCHING status. While the accompanying main 13G schedule (not included in this excerpt) would disclose specific unit counts or percentages, the agreement signals coordinated tracking by the named funds and individuals. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are contained in the document.

What changed: Schedule 13G — beneficial ownership report. Meteora Capital, LLC filed the disclosure. The provided text contains no language adjusting, waiving, or commenting on the 2028-02-25 redemption deadline, the per-share trust balance, extension filings, target acquisition status, or sponsor conduct. Why it matters: SEC Form 13G filings alert market participants to institutional holding concentrations that may influence future shareholder votes on redemptions or proposed business combinations. In this excerpt, Meteora Capital, LLC makes no claims regarding customer relationships, revenue streams, addressable market dimensions, strategic direction, proprietary technology, partnership arrangements, litigation exposure, or executive succession. Because the filing text offers no operational metrics, pricing data, or forward-looking assertions, no figures were extracted, computed, or rounded, and no default trust assumptions were imported. The report remains a routine compliance exhibit without immediate mechanical implications for the SPAC search period.

What changed: A routine compliance exhibit: a Schedule 13G beneficial ownership report. According to the filing text, Polar Asset Management Partners Inc. self-filed a Schedule 13G to disclose its beneficial ownership interest in MZYX. The document includes no numerical share counts, percentage thresholds, transaction histories, or amendment flags. As a result, there are no adjustments to the SPAC’s redemption deadline, no modifications to trust account mechanics, no triggers for extension votes, and no updates regarding business combination progress or sponsor conduct. Any ownership figures referenced would originate exclusively from Polar Asset Management Partners Inc.’s own regulatory certification. Why it matters: Because it functions solely as a periodic institutional ownership disclosure, it carries no immediate operational impact on shareholder redemption windows, trust per-share valuations, acquisition financing, or management accountability. Investors tracking capital event timelines or deal execution should treat this submission as informational; it does not alter existing securities mechanics or signal a material development.

What changed: Quarterly report on Form 10-Q. Post-IPO financial statements for a newly public blank-check company (SPAC). Trust has $300,955,500 ($10.03 per share) from IPO proceeds and interest. Shareholders' deficit is ($11,437,067). Deferred underwriting fee of $12,780,000 is recorded. Non-binding forward purchase agreements of up to $50,000,000 from Kraken and MOZAYYX Master Fund are disclosed. Why it matters: This is the first financial report post-IPO. The trust value ($10.03 per share, per the balance-sheet classification) slightly exceeds the $10.00 threshold. Key mechanics: a 24-month deadline to complete a business combination (by February 26, 2028); sponsor forfeiture of 3,750 Class B shares post-quarter; risk of being deemed an investment company if no deal is reached. The non-binding FPA commitment (up to $50M) provides a potential floor against high redemptions.

What changed: Form 8-K current report (Item 8.01 Other Events and Item 9.01 Financial Statements and Exhibits) announcing the separate trading commencement of underlying securities following an initial public offering. A press release issued by the company and signed by Chief Executive Officer Benjamin Zucker states that commencing April 20, 2026, IPO unit holders may elect to separately trade the Class A ordinary shares and warrants contained in their units. Each unit consists of one Class A ordinary share, par value $0.0001 per share, and one-quarter of one redeemable warrant. The company asserts that no fractional warrants will be issued upon separation; only whole warrants will trade. Each whole warrant entitles the holder to purchase one ordinary share at $11.50 per share. Separated shares and warrants will trade on the NYSE under symbols MZYX and MZYX.WS, while unsplitted units continue as MZYX.U. Holders must instruct brokers to contact Continental Stock Transfer & Trust Company to facilitate the separation. Why it matters: This event is a routine post-offering listing mechanism that adjusts security ticker availability and divisibility without altering the SPAC’s redemption schedule, trust account distribution terms, extension provisions, or acquisition milestones. The company maintains its searching status and intends to focus on high-growth sectors including fintech, energy, cybersecurity, infrastructure, robotics, and communications under sponsor MOZAYYX Acquisition Sponsor LLC. The filing contains no data regarding trust balances, shareholder redemption elections, proposed business combinations, or sponsor conduct matters.

What changed: A routine compliance exhibit: SEC Form 3 statement of beneficial ownership of securities. The filing discloses that reporting director Oberoi Gurpreet Singh has recorded zero non-derivative transactions or holdings in MOZAYYX Acquisition Corp. This registration produces no adjustment to the issuer’s equity base, no modification to the stated 2028-02-25 business combination deadline, and no alteration to redemption calendar parameters, trust account protections, or extension voting triggers. The submission contains no declarations regarding target acquisition progress, sponsor conduct shifts, or financing arrangements. Why it matters: For investors monitoring director alignment during the SEARCHING phase, the registrant’s filing indicates the named director has neither accumulated nor disposed of shares, though this administrative record alone does not confirm or refute underlying sponsor conviction. Beyond SPAC mechanics, the document contains no substantive commercial disclosures: there are no claims about customer contracts, revenue streams, addressable market estimates, technology pipelines, partnership frameworks, executive personnel changes, or active litigation. Every assertion originates exclusively from the 2026-04-13 corporate submission and reference tag [0001213900-26-043024].

What changed: Form 8-K Current Report and Accompanying Audited Balance Sheet Announcing Initial Public Offering Consummation. According to the issuer’s Form 8-K filed on March 4, 2026, the company consummated its IPO on February 26, 2026, selling 30,000,000 units at $10.00 per unit for $300,000,000 in gross proceeds, including a partial exercise of a 3,900,000-unit over-allotment option. The company states that a total of $300,000,000, representing $10.00 per unit, was deposited into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company. The filing establishes a 24-month completion window from IPO closing; management discloses that if an initial business combination is not completed within that window, the company will redeem public shares promptly from the trust for per-share amounts net of payable taxes and up to $100,000 in dissolution expenses. Simultaneously, the company executed a private placement of 3,610,000 warrants at $2.00 per warrant ($7,220,000 aggregate), allocated to Mozayyx Acquisition Sponsor LLC (2,305,000 warrants) and Cantor Fitzgerald & Co. (1,305,000 warrants). Total offering costs are reported as $18,509,469, which includes a $12,780,000 deferred underwriting discount held in trust. Founders currently hold 7,503,750 Class B ordinary shares, subject to a contractual lock-up until the earlier of one year post-combination or when the closing price reaches $12.00 for 20 of any 30 trading days beginning 150 days after combination. Why it matters: This filing activates the statutory redemption timeline and confirms the trust architecture governing public shareholder exit economics. Per sponsor agreements detailed in the prospectus notes, insiders contractually waive redemption rights on founder shares and pledge to vote those shares—and any acquired public shares—in favor of a merger, while retaining liquidation rights only for publicly purchased shares. Affiliates Payward, Inc. ('Kraken') and MOZAYYX Master Fund have disclosed non-binding interest to commit up to $25,000,000 each toward a forward purchase agreement, contingent on separate investment committee approvals. The company reports zero operating revenue, zero target selection, and explicitly states it has engaged in no substantive discussions regarding a business combination. Pre-combination liquidity outside the trust consists of $1,627,538 in cash and $10,500 in prepaid expenses offsetting $241,049 in current liabilities and an accumulated deficit of $11,383,761, producing a total shareholders' deficit of $11,383,011. Warrant valuation disclosures specify a Black-Scholes framework using a 7.0-year term, 32.0% probability of combination, 3.78% risk-free rate, 6.0% volatility, and a $10.00 reference share price. Signing authority rests with Chief Financial Officer Benjamin Zucker, and external audit was performed by CBIZ CPAs P.C. (PCAOB ID: 199). These mechanics define the deadline pressure, capital preservation rules, and sponsor alignment parameters for holders monitoring redemptions and extension prospects.

What changed: A joint filing agreement attached to a Schedule 13G beneficial ownership report. This exhibit establishes a joint filing obligation between MMCAP International Inc. SPC and MM Asset Management Inc. for future Schedule 13G amendments. It contains no updates on MZYX’s trust value, redemption calendar, extension votes, deal progress, or sponsor conduct. The only substantive particulars specified in the text are the execution date of February 27, 2026, the SEC receipt number 0000912282-26-000403, and the signatories’ titles: Ulla Vestergaard as Director and Hillel Meltz as President. Why it matters: Because this document is purely procedural, it provides no actionable data on the SEARCHING stage, per-share trust composition, or institutional positioning relative to a business combination. The filing text itself merely acknowledges that each party bears responsibility for their own submitted information while coordinating submission logistics. For investors tracking the entity, material developments will only emerge when the referenced Schedule 13G discloses actual ownership thresholds, share volumes, or transaction prices in subsequent amendments.

What changed: A Form 4 insider ownership compliance exhibit. The filing confirms that the MOZAYYX Acquisition Sponsor LLC and Zucker Benjamin Ira (listed in the document as CEO & CFO) executed zero non-derivative transactions, retaining their respective 10% ownership positions without alteration during the reporting window. Why it matters: This routine regulatory submission contains no data that shifts the redemption calendar, alters trust mechanics, triggers extension provisions, advances business combination progress, or reflects new sponsor conduct. By explicitly noting 'No non-derivative transactions or holdings reported', the issuer documents the absence of insider distribution signals, allowing investors to verify that the sponsor’s 10% retained interest and the CEO/CFO’s stake remain untouched ahead of any future target announcement or cash-out event.