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  4. [Form 3] MOZAYYX Acquisition Corp. Initial Statement of Beneficial Ownership

Sponsor reports 7.19M founder shares in MOZAYYX Acquisition Corp. (MZYX)

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

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.

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Insider MOZAYYX Acquisition Sponsor LLC, Zucker Benjamin Ira
Role 10% Owner | CEO & CFO
Type Security Shares Price Value
holding Class B Ordinary Shares -- -- --
Holdings After Transaction: Class B Ordinary Shares — 7,187,500 shares (Direct)
Footnotes (3)
  1. F1. As described in the registration statement on Form S-1 (File No. 333-293134) of MOZAYYX Acquisition Corp. (the "Issuer") under the heading "Description of Securities--Founder Shares," the shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.
  2. F2. These shares represent the Class B ordinary shares held by MOZAYYX Acquisition Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 937,500 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement.
  3. F3. The Sponsor is the record holder of such shares. The managing member of the Sponsor is MOZAYYX SPAC Platform LLC ("SPAC Platform"). Mr. Benjamin Zucker is the Managing Director of SPAC Platform and is also the Chief Executive Officer and Chief Financial Officer of the Issuer. Mr. Zucker holds voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. As such, Mr. Zucker may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Zucker disclaims any beneficial ownership except to the extent of their pecuniary interest therein.

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FAQ

What insider ownership does MOZAYYX Acquisition Sponsor LLC report in MZYX?
MOZAYYX Acquisition Sponsor LLC reports holding 7,187,500 Class B ordinary shares of MOZAYYX Acquisition Corp. These founder shares were acquired under a subscription agreement and form the sponsor’s core equity position prior to the company’s initial business combination.

How will MOZAYYX (MZYX) Class B founder shares convert into Class A shares?
The Class B ordinary shares of MOZAYYX Acquisition Corp. will automatically convert into Class A ordinary shares on a one-for-one basis at the time of the initial business combination, or earlier at the holder’s option, subject to specified adjustment provisions and with no expiration date.

How many MZYX Class B shares are subject to forfeiture in this Form 3?
The holding includes up to 937,500 Class B ordinary shares that are subject to forfeiture. This forfeiture applies if the underwriters of MOZAYYX Acquisition Corp.’s initial public offering do not fully exercise their over-allotment option, as described in the company’s registration statement.

What is Benjamin Zucker’s relationship to MOZAYYX Acquisition Sponsor LLC and MZYX shares?
Benjamin Zucker is CEO and CFO of MOZAYYX Acquisition Corp. and Managing Director of SPAC Platform, which manages the sponsor. He has voting and investment discretion over the sponsor’s MZYX shares and may be deemed a beneficial owner, while disclaiming ownership beyond his pecuniary interest.

Do MOZAYYX Class B ordinary shares reported in this Form 3 have an expiration date?
The Class B ordinary shares of MOZAYYX Acquisition Corp. reported in this Form 3 have no expiration date. They remain outstanding until converted into Class A ordinary shares in connection with, or prior to, the company’s initial business combination, subject to the stated terms.
SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
MOZAYYX Acquisition Sponsor LLC
(Last) (First) (Middle)
C/O MOZAYYX ACQUISITION CORP.
111 CONGRESS AVE, SUITE 1200
(Street)
AUSTIN TX 78701
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/24/2026 		3. Issuer Name and Ticker or Trading Symbol
MOZAYYX Acquisition Corp. [ MZYX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares(1) (1) (1) Class A Ordinary Shares 7,187,500(2) (1) D(2)(3)
1. Name and Address of Reporting Person*
MOZAYYX Acquisition Sponsor LLC
(Last) (First) (Middle)
C/O MOZAYYX ACQUISITION CORP.
111 CONGRESS AVE, SUITE 1200
(Street)
AUSTIN TX 78701
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Zucker Benjamin Ira
(Last) (First) (Middle)
C/O MOZAYYX ACQUISITION CORP.
111 CONGRESS AVE, SUITE 1200
(Street)
AUSTIN TX 78701
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO & CFO
Explanation of Responses:
1. As described in the registration statement on Form S-1 (File No. 333-293134) of MOZAYYX Acquisition Corp. (the "Issuer") under the heading "Description of Securities--Founder Shares," the shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.
2. These shares represent the Class B ordinary shares held by MOZAYYX Acquisition Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 937,500 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement.
3. The Sponsor is the record holder of such shares. The managing member of the Sponsor is MOZAYYX SPAC Platform LLC ("SPAC Platform"). Mr. Benjamin Zucker is the Managing Director of SPAC Platform and is also the Chief Executive Officer and Chief Financial Officer of the Issuer. Mr. Zucker holds voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. As such, Mr. Zucker may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Zucker disclaims any beneficial ownership except to the extent of their pecuniary interest therein.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Benjamin Zucker, as Managing Director of the Managing Member of the Sponsor 02/24/2026
/s/ Benjamin Zucker 02/24/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR