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MOZAYYX Acquisition (NYSE: MZYX) assigns Bienvenu to key committees

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

MOZAYYX Acquisition Corp. filed an amended report to update board committee assignments for independent director Emma Rose Bienvenu. The Board has designated her as a member of the Audit Committee and as chairperson and member of the Nominating and Corporate Governance Committee, effective as of June 16, 2026. All other information from the original June 1, 2026 report remains unchanged.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Warrant exercise price $11.50 per share Redeemable warrants exercisable for one Class A ordinary share
Class A par value $0.0001 per share Par value of Class A ordinary shares
Effective date of committee roles June 16, 2026 Start date for Bienvenu’s committee assignments
Board designation date June 24, 2026 Date the Board designated Bienvenu’s committee roles
independent director financial
"the Board of the Company appointed Emma Rose Bienvenu to serve as an independent director of the Company"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Audit Committee financial
"the Board designated Ms. Bienvenu as a member of the Audit Committee of the Board"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Nominating and Corporate Governance Committee financial
"as chairperson and member of the Nominating and Corporate Governance Committee of the Board"
A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Learn about SEC filing dates
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 26, 2026

 

MOZAYYX Acquisition Corp.

(Exact Name of Registrant as Specified in Its Charter)

 

Cayman Islands   001-43163   N/A
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

111 Congress Ave, Suite 1200    
Austin, TX   78701
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (512) 766-6712

 

Not Applicable

(Former name or former address, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-quarter of one redeemable warrant   MZYX.U   The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share   MZYX   The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share   MZYX.WS   The New York Stock Exchange

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As previously reported in a Form 8-K filed with the Securities and Exchange Commission on June 1, 2026 (the “Original Filing”) by MOZAYYX Acquisition Corp. (the “Company”), the Board of Directors (the “Board”) of the Company appointed Emma Rose Bienvenu to serve as an independent director of the Company, effective immediately. At the time of the Original Filing, the Board had not determined Ms. Bienvenu’s committee assignments. The Company is filing this Form 8-K/A to report that on June 24, 2026, the Board designated Ms. Bienvenu as a member of the Audit Committee of the Board and as chairperson and member of the Nominating and Corporate Governance Committee of the Board, in each case effective as of June 16, 2026.

 

Other than providing the preceding disclosure, no other disclosure reported in the Original Filing is amended by this Form 8-K/A.

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  MOZAYYX Acquisition Corp.
     
Date: June 24, 2026 By: /s/ Benjamin Zucker
    Name: Benjamin Zucker
    Title: Chief Executive Officer and
Chief Financial Officer

 

 

2

 

 

FAQ

What does MOZAYYX Acquisition Corp. (MZYX) disclose in this 8-K/A?

MOZAYYX Acquisition Corp. updates a prior report to specify board committee assignments for independent director Emma Rose Bienvenu. The amendment clarifies her roles on the Audit Committee and the Nominating and Corporate Governance Committee, without changing any other previously reported information.

What board roles does Emma Rose Bienvenu hold at MOZAYYX Acquisition Corp. (MZYX)?

Emma Rose Bienvenu serves as an independent director on the MOZAYYX Acquisition Corp. board. She has been designated as a member of the Audit Committee and as both chairperson and member of the Nominating and Corporate Governance Committee, expanding her responsibilities in oversight and governance.

When did Emma Rose Bienvenu’s committee assignments at MZYX become effective?

Her committee assignments became effective as of June 16, 2026. The Board formally designated her roles on June 24, 2026, and this amendment documents the effective date and specific positions on the Audit Committee and Nominating and Corporate Governance Committee.

Does this MOZAYYX Acquisition Corp. amendment change other prior disclosures?

No, the amendment states that, other than providing the updated committee assignment disclosure for Emma Rose Bienvenu, no other information from the original June 1, 2026 filing is amended. All other previously reported details remain in effect as originally disclosed.

What securities of MOZAYYX Acquisition Corp. (MZYX) are listed on the NYSE?

MOZAYYX Acquisition Corp. lists units, Class A ordinary shares, and redeemable warrants on the New York Stock Exchange. Each whole warrant is exercisable for one Class A ordinary share at an exercise price of $11.50 per share, as described in the disclosure.

Is MOZAYYX Acquisition Corp. classified as an emerging growth company?

Yes, the disclosure indicates MOZAYYX Acquisition Corp. is an emerging growth company. This status reflects certain regulatory accommodations available to newer public companies, particularly around reporting and compliance, under applicable provisions of the securities laws and related SEC rules.

Filing Exhibits & Attachments

4 documents