MOZAYYX Acquisition Corp.

Code

J

Shares

2,305,000

Price

—

Footnotes

4

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.