MOZAYYX (MZYX) sponsor records Class B changes and $4.61M warrants
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
MOZAYYX Acquisition Sponsor LLC, the sponsor of MOZAYYX Acquisition Corp., reported several IPO-related equity adjustments involving Class B ordinary shares and private placement warrants.
In connection with an upsized IPO, the sponsor received an additional 316,250 Class B ordinary shares via a share split dividend for nominal consideration, and later forfeited 3,750 Class B shares after Cantor Fitzgerald & Co. partially exercised its over-allotment option. Simultaneously with the IPO closing, the sponsor bought 2,305,000 private placement warrants for an aggregate $4,610,000, each warrant exercisable for one Class A ordinary share at $11.50 per share starting 30 days after the initial business combination and expiring five years after that combination or earlier upon redemption or liquidation.
The sponsor is the record holder of these securities, and voting and investment discretion is held through MOZAYYX SPAC Platform LLC. Benjamin Zucker, the issuer’s CEO and CFO, may be deemed a beneficial owner through this structure but disclaims beneficial ownership beyond his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
MOZAYYX Acquisition Sponsor LLC, Zucker Benjamin Ira
Role
10% Owner | CEO & CFO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class B Ordinary Shares | 3,750 | $0.00 | -- |
| Other | Warrants to purchase Class A ordinary shares | 2,305,000 | $0.00 | -- |
| Other | Class B Ordinary Shares | 316,250 | $0.00 | -- |
Holdings After Transaction:
Class B Ordinary Shares — 7,500,000 shares (Direct);
Warrants to purchase Class A ordinary shares — 2,305,000 shares (Direct)
Footnotes (1)
- In connection with the upsizing of the initial public offering (the "IPO"), as described in the registration statements on Form S-1 (File No. 333-293134) and Form S-1MEF (File No. 333-293715) (the "Registration Statements"), MOZAYYX Acquisition Corp.'s (the "Issuer") effected a share split via dividend resulting in the issuance of an additional 316,250 Class B Ordinary Shares to MOZAYYX Acquisition Sponsor LLC (the "Sponsor") for nominal consideration. The Class B Ordinary Shares have no expiration date and will automatically convert into Class A Ordinary Shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis. As described in the Registration Statements, up to 978,750 of the Class B Ordinary Shares issued to the Sponsor were subject to forfeiture depending on the extent to which the underwriters' over-allotment option was exercised in connection with the IPO. On February 26, 2026, Cantor Fitzgerald & Co. partially exercised the over-allotment option to purchase an additional 3,900,000 public units and delivered a notice of waiver with respect to the unexercised portion of the over-allotment option, and as a result, the Sponsor forfeited 3,750 Class B Ordinary Shares for no consideration. Simultaneously with the consummation of the IPO, the Sponsor acquired, at a price of $2.00 per warrant, 2,305,000 warrants (the "Private Placement Warrants") in a private placement for an aggregate purchase price of $4,610,000. Each whole Private Placement Warrant entitles the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Private Placement Warrants will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or the Issuer's liquidation. 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.
FAQ
What equity changes did MOZAYYX Acquisition Sponsor LLC report for MZYX?
The sponsor reported IPO-related adjustments, including 316,250 additional Class B ordinary shares from a share split dividend and the forfeiture of 3,750 Class B shares after partial over-allotment exercise, plus 2,305,000 private placement warrants purchased alongside the initial public offering.
How many private placement warrants did the MZYX sponsor acquire and at what price?
The sponsor acquired 2,305,000 private placement warrants at $2.00 per warrant, for total consideration of $4,610,000. Each whole warrant allows the purchase of one Class A ordinary share at $11.50 per share under the disclosed terms.
When can the MOZAYYX private placement warrants for MZYX be exercised?
The private placement warrants become exercisable 30 days after completion of MOZAYYX Acquisition Corp.’s initial business combination. They then remain outstanding for five years after that business combination, unless earlier redeemed or the company is liquidated under its terms.
What is Benjamin Zucker’s relationship to the MZYX sponsor’s reported securities?
Benjamin Zucker is CEO and CFO of MOZAYYX Acquisition Corp. and Managing Director of MOZAYYX SPAC Platform LLC, which manages the sponsor. He may be deemed a beneficial owner of sponsor-held securities but disclaims ownership beyond his pecuniary interest in them.