MOZAYYX Acquisition Sponsor LLC 4
4 · MOZAYYX Acquisition Corp. · Filed Mar 3, 2026
Research Summary
AI-generated summary of this filing
MZYX Sponsor (10% Owner) Acquires 2.3M Warrants
What Happened MOZAYYX Acquisition Sponsor LLC (the Sponsor), a 10% owner of MOZAYYX Acquisition Corp. (MZYX), acquired 2,305,000 private-placement warrants at $2.00 each for an aggregate $4,610,000. The Sponsor also received 316,250 Class B Ordinary Shares via a share split/dividend for nominal consideration and forfeited 3,750 Class B Ordinary Shares for no consideration as part of the IPO upsizing/over-allotment adjustments.
Key Details
- Transaction dates: Feb 24, 2026 (share split/dividend issuance); Feb 26, 2026 (forfeiture and private-placement warrant purchase).
- Warrant purchase: 2,305,000 Private Placement Warrants at $2.00 each = $4,610,000 total.
- Share movements: +316,250 Class B Ordinary Shares issued by dividend (nominal consideration); -3,750 Class B Ordinary Shares forfeited for no consideration.
- Securities details: Class B shares convert 1-for-1 into Class A shares upon the issuer's initial business combination (or earlier at holder's option). Each Private Placement Warrant entitles holder to one Class A share at $11.50 (subject to adjustment), exercisable 30 days after an initial business combination and expiring five years after that combination.
- Ownership after transaction: The filing does not state total post-transaction holdings for the Sponsor.
- Filing timing: Form 4 filed Mar 3, 2026 covering Feb 24–26 transactions; Form 4s are normally due within two business days of the transaction, so this filing was submitted after that typical window.
- Beneficial ownership note: The Sponsor is the record holder. MOZAYYX SPAC Platform LLC is the Sponsor’s managing member and Benjamin Zucker (issuer CEO/CFO) has voting and investment discretion over the Sponsor’s record holdings and may be deemed to beneficially own them; he disclaims beneficial ownership except to the extent of any pecuniary interest.
Context
- These are institutional/sponsor transactions tied to the IPO structure (share split/dividend and private-placement warrants) rather than open-market insider buys/sells by an individual. The warrant purchase is a private placement tied to the IPO; Class B share issuance and forfeiture relate to the underwriters’ partial exercise of the over-allotment option. Such sponsor/private-placement activity is common in SPAC IPOs and reflects deal mechanics rather than a conventional insider bullish/sell signal.
Insider Transaction Report
Form 4
MOZAYYX Acquisition Sponsor LLC
10% Owner
Transactions
- Other
Class B Ordinary Shares
[F1][F4]2026-02-24+316,250→ 7,503,750 total→ Class A Ordinary Shares (316,250 underlying) - Other
Class B Ordinary Shares
[F2][F4]2026-02-26−3,750→ 7,500,000 total→ Class A Ordinary Shares (3,750 underlying) - Other
Warrants to purchase Class A ordinary shares
[F3][F4]2026-02-26+2,305,000→ 2,305,000 total→ Class A Ordinary Shares (2,305,000 underlying)
Footnotes (4)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.