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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 17, 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, including
zip code)
(512) 766-6712
Registrant’s telephone number, including
area code
Not Applicable
(Former name or former address, if changed since last report)
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)) |
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 |
| 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 |
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 8.01. Other Events.
On April 17, 2026, MOZAYYX Acquisition Corp.
(the “Company”) announced that, commencing on April 20, 2026, the
holders of units issued in its initial public offering (the “Units”)
(each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary
Shares”), and one-quarter of one redeemable warrant (the “Warrants”)
with each whole Warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50 per share) may elect to
separately trade the Ordinary Shares and Warrants included in the Units. No fractional Warrants will be issued upon separation of
the Units and only whole Warrants will trade. The Units not separated will continue to trade on the New York Stock Exchange (the
“NYSE”) under the symbol “MZYX.U”. The Ordinary
Shares and the Warrants will trade on the NYSE under the symbols “MZYX” and “MZYX.WS”, respectively. Holders
of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent,
in order to separate the Units into Ordinary Shares and Warrants.
A copy of the press release issued by the Company announcing the separate trading of the Ordinary Shares and Warrants underlying the Units
is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated April 17, 2026. |
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. |
| |
|
|
|
| |
By: |
/s/ Benjamin Zucker |
| |
|
Name: |
Benjamin Zucker |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
|
| Dated: April 17, 2026 |
|
|
|
Exhibit 99.1
MOZAYYX Acquisition Corp. Announces the Separate
Trading of its Class A Ordinary Shares and Warrants, Commencing April 20, 2026
Austin,
TEXAS, april 17, 2026 (GLOBE NEWSWIRE) – MOZAYYX Acquisition Corp. (NYSE: MZYX.U) (the “Company”)
today announced that commencing April 20, 2026, holders of the units sold in its initial public offering (the “Units”) may
elect to separately trade the Class A ordinary shares and warrants included in the Units. Each Unit consists of one Class A ordinary share
and one-quarter of one redeemable warrant. No fractional warrants will be issued upon separation of the Units and only whole warrants
will trade. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. Only
whole warrants are exercisable.
The Class A ordinary shares and warrants that
are separated will trade on the New York Stock Exchange (“NYSE”) under the symbols “MZYX” and “MZYX.WS”,
respectively. Those Units not separated will continue to trade on the NYSE under the symbol “MZYX.U”. Holders of the Units
will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to
separate the Units into Class A ordinary shares and warrants.
The offering was made only by means of a prospectus,
copies of which may be obtained from Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, New York, New York
10022; Email: prospectus@cantor.com, or by accessing the SEC’s website, www.sec.gov.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About MOZAYYX Acquisition Corp.
The Company is a blank check company incorporated
as an exempted company under the laws of the Cayman Islands, which will seek to effect a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses or entities. While it may pursue an acquisition opportunity
in any business, industry, sector or geographical location, it intends to focus on industries that complement the management team’s
and board of director’s background and network, and to capitalize on the ability of its management team and board of directors to
identify and acquire a business, focusing on key high-growth sectors, including fintech, energy, cybersecurity, infrastructure, robotics,
and communications. MOZAYYX Acquisition Sponsor LLC is the company sponsor.
Forward-Looking Statements
This press release includes forward-looking statements
that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements
are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly
disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein
to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on
which any statement is based. No assurance can be given that the offering discussed above will be completed on the terms described, or
at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including
those set forth in the Risk Factors section of the Registration Statement and related preliminary prospectus filed in connection with
the initial public offering with the SEC. Copies are available on the SEC’s website, www.sec.gov.
Contact:
MOZAYYX Acquisition Corp.
Benjamin Zucker
Chief Executive Officer and Chief Financial Officer
111 Congress Ave, Suite 1200
Austin, TX 78701
Email: ben@mozayyxac.com