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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):
February 24, 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 1.01 Entry into a Material Definitive Agreement.
On February 24, 2026, the
registration statement on Form S-1 (File No. 333-293134) relating to the initial public offering (the “IPO”) of MOZAYYX
Acquisition Corp. (the “Company”) was declared effective by the U.S. Securities and Exchange Commission (the “Commission”),
and the Company subsequently filed, on February 25, 2026, a registration statement on Form S-1MEF (File No. 333- 293715) pursuant
to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), which was effective immediately
upon filing (collectively, the “Registration Statements”)
On February 26, 2026,
the Company consummated its upsized IPO of 30,000,000 units (the “Units”),
including 3,900,000 Units issued pursuant to the partial exercise by the underwriters of their over-allotment option. The Units were
sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $300,000,000. Each Unit consists of one Class A
ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary
Shares”), and one-quarter of one redeemable warrant of the Company (each whole warrant, a “Warrant”),
with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.
In connection with the IPO,
the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration
Statements:
| |
● |
An Underwriting Agreement, dated February 24, 2026, by and between the Company and Cantor Fitzgerald & Co., as representative of the underwriters (the “Representative”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| |
● |
A Warrant Agreement, dated February 24, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| |
● |
An Investment Management Trust Agreement, dated February 24, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| |
● |
A Registration Rights Agreement, dated February 24, 2026, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| |
● |
A Private Placement Warrants Purchase Agreement, dated February 24, 2026 (the “Sponsor Private Placement Warrants Purchase Agreement”), by and between the Company and MOZAYYX Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| |
● |
A Private Placement Warrants Purchase Agreement, dated February 24, 2026 (the “Representative Private Placement Warrants Purchase Agreement”), by and between the Company and the Representative, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| |
● |
A Letter Agreement, dated February 24, 2026 (the “Letter Agreement”), by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| |
● |
Indemnity Agreements, dated February 24, 2026 (each, an “Indemnity Agreement”), by and among the Company and each director and executive officer of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
The material terms of such
agreements are fully described in the Company’s final prospectus filed with the Commission on February 26, 2026 (the “Prospectus”)
and are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
Simultaneously with the closing
of the IPO, pursuant to the Sponsor Private Placement Warrants Purchase Agreement and the Representative Private Placement Warrants Purchase
Agreement, the Company completed the private sale of an aggregate of 3,610,000 warrants (the “Private Placement Warrants”)
to the Sponsor and the Representative, with each Private Placement Warrant exercisable to purchase one Class A Ordinary Share at $11.50
per share, at a price of $2.00 per Private Placement Warrant, or $7,220,000 in the aggregate. Of the 3,610,000 Private Placement Warrants,
the Sponsor purchased 2,305,000 Private Placement Warrants and the Representative purchased 1,305,000 Private Placement Warrants. The
Private Placement Warrants (and underlying securities) are identical to the warrants included in the Units sold in the IPO, except as
otherwise disclosed in the Registration Statements. No underwriting discounts or commissions were paid with respect to such sale. The
issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act of 1933, as amended.
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 25, 2026, in connection
with the IPO, Xuan Yong, Nat Turner, Gurpreet Oberoi, Danton Hill, and James Obulaney (collectively, the “Directors”)
were appointed to the board of directors of the Company (the “Board”). Nat Turner, Gurpreet Oberoi, Danton Hill, and
James Obulaney are independent directors. Effective February 25, 2026, each of James Obulaney, Gurpreet Oberoi and Danton Hill was appointed
to the Board’s Audit Committee, with Mr. Obulaney serving as chair of the Audit Committee. Each of Gurpreet Oberoi and James Obulaney
was appointed to the Board’s Compensation Committee, with Mr. Oberoi serving as chair of the Compensation Committee. Each of Danton
Hill and Gurpreet Oberoi was appointed to the Board’s Corporate Governance and Nominating Committee, with Mr. Hill serving as chair
of the Corporate Governance and Nominating Committee.
Following the appointment
of the Directors, the Board is comprised of three classes. The term of office of the first class of Directors, which consists of Messrs.
Obulaney and Hill, will expire at the Company’s first annual general meeting of shareholders. The term of office of the second class
of Directors, which consists of Mr. Oberoi, will expire at the Company’s second annual general meeting of shareholders. The term
of office of the third class of Directors, which consists of Messrs. Turner and Yong, will expire at the Company’s third annual
general meeting of shareholders.
On February 24, 2026, each
Director and the Company’s officers entered into the Letter Agreement as well as an Indemnity Agreement with the Company. Other
than the foregoing, none of the Directors are party to any arrangement or understanding with any person pursuant to which they were appointed
as Directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions
of the Letter Agreement and the form of Indemnity Agreement do not purport to be complete and are qualified in their entireties by reference
to the Letter Agreement and the form of Indemnity Agreement, copies of which are attached as Exhibits 10.5 and 10.6 hereto, respectively,
and are incorporated herein by reference.
Item 5.03 Amendments to Certificate
of Incorporation or Bylaws; Change in Fiscal Year.
On February 24, 2026, in connection with the IPO, the Company filed
its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”)
with the Cayman Islands Registrar of Companies, which was effective on February 24, 2026. The terms of the Amended and Restated Memorandum
and Articles of Association are set forth in the Registration Statements and are incorporated herein by reference. The description of
the Amended and Restated Memorandum and Articles of Association does not purport to be complete and is qualified in its entirety by reference
to the Amended and Restated Memorandum and Articles of Association, a copy of which is attached as Exhibit 3.1 hereto and incorporated
herein by reference.
Item 8.01 Other Events.
A total of $300,000,000 of the proceeds from the IPO (which amount
includes $12,782,606 of the underwriter’s deferred discount) and the sale of the Private Placement Warrants, was placed in a U.S.-based
trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned
on the funds in the trust account that may be released to the Company to pay its taxes and for winding up and dissolution expenses, the
funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s
initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete its initial business
combination within 24 months from the closing of the IPO (or by such earlier liquidation date as the Company’s Board may approve),
subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder
vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its
obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 24 months
from the closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business
combination activity.
On February 24, 2026, the
Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
On February 26, 2026, the
Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on
Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated February 24, 2026, by and between the Company and the Representative, as representative of the several underwriters. |
| |
|
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company. |
| |
|
|
| 4.1 |
|
Warrant Agreement, dated February 24, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| |
|
|
| 10.1 |
|
Investment Management Trust Agreement, February 24, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| |
|
|
| 10.2 |
|
Registration Rights Agreement, dated February 24, 2026, by and among the Company and certain security holders. |
| |
|
|
| 10.3 |
|
Sponsor Private Placement Warrants Purchase Agreement, dated February 24, 2026, by and between the Company and the Sponsor. |
| |
|
|
| 10.4 |
|
Representative Private Placement Warrants Purchase Agreement, dated February 24, 2026, by and between the Company and the Representatives. |
| |
|
|
| 10.5 |
|
Letter Agreement, dated February 24, 2026, by and among the Company, its officers, directors, and the Sponsor. |
| |
|
|
| 10.6 |
|
Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.6 to Registration Statement on Form S-1 (File No. 333-293134)), filed by the Company on February 2, 2026. |
| |
|
|
| 99.1 |
|
Press Release, dated February 24, 2026. |
| |
|
|
| 99.2 |
|
Press Release, dated February 26, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: February 27, 2026 |
By: |
/s/ Benjamin Zucker |
| |
|
Name: |
Benjamin Zucker |
| |
|
Title: |
Chief Executive Officer and
Chief Financial Officer |
Exhibit 99.1
MOZAYYX Acquisition Corp. Announces the Pricing of Upsized $261,000,000
Initial Public Offering
Austin, TEXAS, Feb. 24, 2026 (GLOBE NEWSWIRE) -- MOZAYYX Acquisition
Corp. (NYSE: MZYX.U) (the “Company”) announced today the pricing of its upsized initial public offering of 26,100,000 units
at $10.00 per unit. The units are expected to be listed on the New York Stock Exchange (“NYSE”) and trade under the ticker
symbol “MZYX.U” beginning February 25, 2026. Each unit consists of one Class A ordinary share and one-quarter of one redeemable
warrant. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be
listed on NYSE under the symbols “MZYX” and “MZYX.WS”, respectively. The Company has granted the underwriters
a 45-day option to purchase up to an additional 3,915,000 units at the initial public offering price to cover over-allotments, if any.
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.
Cantor Fitzgerald & Co. acted as the sole book-running manager
of the offering.
Winston & Strawn LLP is serving as legal counsel to the Company.
Ellenoff Grossman & Schole LLP is serving as legal counsel to Cantor Fitzgerald & Co.
A registration statement on Form S-1 (333-293134) (the “Registration
Statement”) relating to the securities has been filed with the Securities and Exchange Commission (“SEC”), and was declared
effective on February 24, 2026. The offering is being made only by means of a prospectus. When available, copies of the prospectus may
be obtained from: Cantor Fitzgerald & Co., Attention: Capital Markets, 499 Park Avenue, New York 10022; Email: prospectus@cantor.com.,
or from the SEC website at 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.
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.
Contacts
MOZAYYX Acquisition Corp.
Benjamin Zucker
Chief Executive Officer and Chief Financial Officer
111 Congress Ave, Suite 1200
Austin, TX 78701
Email: ben@mozayyxac.com
Exhibit 99.2
MOZAYYX Acquisition Corp. Announces Closing of Upsized $300,000,000
Initial Public Offering
Austin, TEXAS, Feb. 26, 2026 (GLOBE NEWSWIRE) -- MOZAYYX
Acquisition Corp. (NYSE: MZYX.U) (the “Company”) today announced that it closed its upsized initial public offering of 30,000,000
units at $10.00 per unit, including the issuance of 3,900,000 units as result of the underwriter’s partial exercise of its over-allotment
option. The gross proceeds from the offering were $300 million before deducting underwriting discounts and estimated offering expenses.
The units began trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “MZYX.U” on February 25,
2026.
Each unit consists of one Class A ordinary share and one-quarter of
one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share of the Company at a price of $11.50
per share. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be
listed on NYSE under the symbols “MZYX” and “MZYX.WS”, respectively.
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.
Cantor Fitzgerald & Co. acted as the sole book-running manager
in the offering.
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 from the SEC website at www.sec.gov.
A registration statement on Form S-1 relating to the Offering (File
No. 333-293134), as amended, was filed with the Securities and Exchange Commission (“SEC”) and was declared effective by the
SEC on February 24, 2026 and a registration statement on Form S-1MEF (File No. 333-293715) was filed on February 25, 2026 with the SEC
which was effective automatically upon filing.
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.
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
