--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-26-021621" form_type: "8-K" ticker: "MZYX" cik: "0002097376" company_name: "MOZAYYX Acquisition Corp." filed_at: "2026-02-27T23:59:59+00:00" generated_at: "2026-05-15T23:16:34.797017+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # MOZAYYX Acquisition Corp. closes upsized $300M IPO; private placement raises $7.22M ## Summary - Closed upsized IPO of 30M units at $10.00/unit, including partial exercise of overallotment; gross proceeds $300M. - Private sale of 3,610,000 warrants at $2.00 each to sponsor and underwriter for $7.22M; warrants exercisable at $11.50/share. - Net IPO and private placement proceeds of $300M deposited into trust account; 24 months to complete initial business combination. - Appointed five directors: Xuan Yong, Nat Turner, Gurpreet Oberoi, Danton Hill, James Obulaney; audit, compensation, and nominating committees formed. - Units began trading on NYSE under MZYX.U on Feb 25, 2026; shares and warrants expected to trade separately under MZYX and MZYX.WS. ## SEC filing metadata - accession: 0001213900-26-021621 - form_type: 8-K - ticker: MZYX - cik: 0002097376 - company_name: MOZAYYX Acquisition Corp. - filed_at: 2026-02-27T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 1.01, 3.02, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/2097376/000121390026021621/0001213900-26-021621-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2097376/000121390026021621/ea0278265-8k_mozayyx.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-26-021621 - JSON: https://secwatch.observer/filing/0001213900-26-021621.json - Plain text: https://secwatch.observer/filing/0001213900-26-021621.txt ## Source-grounded claims - claim_id: fc5e81489f7d7c7bf0409d02dde6731e39c1c67a claim: MOZAYYX Acquisition Corp.: The Company filed amended and restated memorandum and articles of association effective February 24, 2026, in connection with its IPO (effective 2026-02-24). evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2097376/000121390026021621/0001213900-26-021621-index.htm - claim_id: 3988b18c255d1f641fa20aa1f5b4445849a22987 claim: MOZAYYX Acquisition Corp. entered into Underwriting Agreement with Cantor Fitzgerald & Co. valued at underwriting of 30,000,000 units at $10.00/unit for gross proceeds of $300,000,000 (effective 2026-02-24). evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2097376/000121390026021621/0001213900-26-021621-index.htm - claim_id: 62c95c68d736eff5ee68e345db6dc22a2cb76dea claim: MOZAYYX Acquisition Corp. entered into Letter Agreement with MOZAYYX Acquisition Sponsor LLC valued at Letter agreement among Company, officers, directors and sponsor (effective 2026-02-24). evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2097376/000121390026021621/0001213900-26-021621-index.htm - claim_id: af114ae01e7e672208f4ad810de5e84de7c0f074 claim: MOZAYYX Acquisition Corp. entered into Warrant Agreement with Continental Stock Transfer & Trust Company valued at Warrant Agent agreement for warrants issued in IPO (effective 2026-02-24). evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2097376/000121390026021621/0001213900-26-021621-index.htm - claim_id: c0c204cde881768aa65a6ab38a85809be3c0bb93 claim: MOZAYYX Acquisition Corp. entered into Indemnity Agreements with each director and executive officer of the Company valued at Indemnity agreements with directors and officers (effective 2026-02-24). evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2097376/000121390026021621/0001213900-26-021621-index.htm - claim_id: d74f99d3b4a7e38d6edd890ca85d0b83dfba7be0 claim: MOZAYYX Acquisition Corp. entered into Registration Rights Agreement with certain security holders valued at Registration rights agreement with security holders (effective 2026-02-24). evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2097376/000121390026021621/0001213900-26-021621-index.htm - claim_id: dedca1e317249dd1899c1520002762df8373a5ce claim: MOZAYYX Acquisition Corp. entered into Investment Management Trust Agreement with Continental Stock Transfer & Trust Company valued at Trust agreement for IPO proceeds held in trust (effective 2026-02-24). evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2097376/000121390026021621/0001213900-26-021621-index.htm - claim_id: e630502ec2ce4a03a3390a1bd68030195725b924 claim: MOZAYYX Acquisition Corp. entered into Representative Private Placement Warrants Purchase Agreement with Cantor Fitzgerald & Co. valued at Private placement warrants purchase agreement with representative (effective 2026-02-24). evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2097376/000121390026021621/0001213900-26-021621-index.htm - claim_id: f151f6d7b372eb7e35f422723c24d2f6e01b7d90 claim: MOZAYYX Acquisition Corp. entered into Sponsor Private Placement Warrants Purchase Agreement with MOZAYYX Acquisition Sponsor LLC valued at Private placement warrants purchase agreement with sponsor (effective 2026-02-24). evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2097376/000121390026021621/0001213900-26-021621-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.