MOZAYYX Acquisition Sponsor LLC 4

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.