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MOZAYYX Acquisition Corp. files a Prospectus Supplement to its registration statement to offer up to 26,100,000 units, each unit consisting of one Class A ordinary share and one-quarter of one redeemable warrant. The supplement amends the Risk Factors and Dilution sections to disclose immediate investor dilution metrics.
The supplement states initial shareholders paid an aggregate of $25,000 and discloses pro forma net tangible book value per share of $(1.47) after this offering under certain assumptions, producing an immediate dilution of approximately 114.70% (or $11.47 per share), assuming no exercise of the underwriters’ over-allotment option.
MOZAYYX Acquisition Corp. priced an initial public offering of 26,100,000 units at $10.00 per unit, representing gross proceeds of $261,000,000 (up to 30,015,000 units if the underwriters’ over-allotment option is exercised). Each unit includes one Class A ordinary share and one-quarter of one redeemable warrant. Proceeds before expenses to the company are $245,340,000, and $261 million (or $300.15 million if overallotment exercised) will be placed in a U.S.-based trust account.
The sponsor purchased 7,503,750 founder shares for $25,000 and committed to buy 2,305,000 private placement warrants; Cantor Fitzgerald committed to buy 1,305,000 private placement warrants. Founder shares convert into Class A shares at closing and carry anti-dilution protections that may increase conversion on a greater-than-one-for-one basis. The company has a 24-month completion window to effect a business combination.
MOZAYYX Acquisition Corp. is offering 26,100,000 units in an initial public offering at $10.00 per unit for aggregate gross proceeds of $261,000,000. Each unit comprises one Class A ordinary share and one-quarter of one redeemable warrant; only whole warrants are exercisable.
The SPAC will place $261.0M (or $300.15M if over-allotment is fully exercised) into a U.S.-based trust account pending an initial business combination. Founder shares and private placement warrants held by the sponsor and Cantor Fitzgerald may cause material dilution upon conversion or exercise, and sponsor-related commitments include a private placement of 3,610,000 warrants and potential forward purchase commitments up to $50,000,000.
MOZAYYX Acquisition Corp. director Hill Danton Joshua filed an initial statement of beneficial ownership on Form 3. This filing establishes his status as an insider of the company but does not report any share purchases or sales, reflecting only his role as a director.
MOZAYYX Acquisition Corp. filed an initial ownership report showing that MOZAYYX Acquisition Sponsor LLC holds 7,187,500 Class B ordinary shares. These Class B shares will automatically convert into Class A ordinary shares on a one-for-one basis upon, or at the option of the holder before, the company’s initial business combination, subject to adjustments.
Up to 937,500 of these Class B shares are subject to forfeiture if the underwriters of the company’s initial public offering do not fully exercise their over-allotment option. The sponsor is the record holder of the shares, and Benjamin Zucker, the company’s CEO and CFO, may be deemed to beneficially own these securities because he has voting and investment discretion over the sponsor’s holdings, while disclaiming beneficial ownership beyond his pecuniary interest.