MOZAYYX Acquisition Corp. Releases Audited Balance Sheet as of February 26, 2026

Key Financial Highlights

• Total Assets: \$301,638,038
• Cash Held in Trust Account: \$300,000,000
• Current Cash (outside Trust): \$1,627,538
• Total Current Liabilities: \$241,049
• Deferred Underwriting Fee: \$12,780,000
• Shareholders’ Deficit: \$(11,383,011)
• Class A Ordinary Shares Subject to Redemption: \$300,000,000 (30 million shares at \$10 per share)
• Warrants Outstanding: 11,110,000 (Public and Private Placement Warrants)
• Founder Shares: 7,503,750 Class B shares (with up to 3,750 subject to forfeiture)
• Transaction Costs: \$18,509,469 (including underwriting and other offering expenses)
• Forward Purchase Agreement: Indications of up to \$50,000,000 in PIPE financing from Payward Inc. (Kraken) and MOZAYYX Master Fund, subject to investment committee approval

Business Overview

MOZAYYX Acquisition Corp. is a blank check company incorporated in the Cayman Islands on October 9, 2025, with the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. As of the reporting date, the company has not selected a target nor commenced any operations beyond formation and its Initial Public Offering (IPO).

Initial Public Offering Details

• Date: February 26, 2026
• Units Sold: 30,000,000 (including 3,900,000 from over-allotment)
• Unit Price: \$10.00
• Gross Proceeds: \$300,000,000
• Private Placement Warrants: 3,610,000 sold at \$2.00 per warrant (\$7,220,000 aggregate), split between the Sponsor (2,305,000) and Cantor Fitzgerald & Co. (1,305,000)

Trust Account and Redemption Rights

\$300,000,000 from the IPO is held in a U.S. Treasury-backed Trust Account. Public shareholders have the right to redeem their shares at \$10.00 per share in connection with a business combination or liquidation if no combination occurs within 24 months (the “Completion Window”). The redemption feature is classified as temporary equity, and any changes in redemption value are charged against additional paid-in capital and accumulated deficit.

Share Structure and Voting Rights

• Class A Ordinary Shares: 500,000,000 authorized; 30,000,000 issued as redeemable shares, none outstanding outside redemption.
• Class B Ordinary Shares: 50,000,000 authorized; 7,503,750 issued and outstanding, founder shares subject to forfeiture depending on over-allotment exercise.
• Preference Shares: 5,000,000 authorized, none issued.
• Founder Shares Conversion: Automatically convert to Class A shares after business combination at a 1:1 ratio, subject to adjustment for additional equity-linked securities issued at combination.
• Voting: Pre-combination, only Class B holders vote on director appointment/removal and continuance outside Cayman Islands. Post-combination, all ordinary shares vote equally.

Warrants and Forward Purchase Agreements

• Public Warrants: Each unit includes one-quarter warrant; each whole warrant exercisable at \$11.50 per share after combination, expires five years post-combination.
• Private Placement Warrants: Identical to public warrants but subject to transfer restrictions and registration rights.
• PIPE Indications: Up to \$50,000,000 from Payward Inc. (Kraken) and MOZAYYX Master Fund, subject to investment committee approval. Forward purchase shares are identical to public shares but with transfer restrictions.

Contingencies and Commitments

• Registration Rights: Founder shares, Private Placement Warrants, and underlying Class A shares will have registration rights post-combination (up to three demands, piggyback rights).
• Underwriting Agreement: Underwriter exercised partial over-allotment; received \$5,220,000 cash discount, with \$12,780,000 in deferred fees payable upon combination.
• Sponsor Indemnity: Sponsor agrees to indemnify the company for claims reducing trust funds below \$10.00/share, subject to certain waivers and exclusions.
• Working Capital Loans: Up to \$1,500,000 may be provided by Sponsor or affiliates, convertible into warrants at \$2.00/warrant if combination closes.
• Promissory Note: Sponsor agreed to loan up to \$300,000 to cover IPO expenses; as of reporting date, no balance was outstanding.

Risks and Uncertainties

The report notes significant global risks, including the Russia-Ukraine conflict and Israel-Hamas escalation, which may impact financial markets, supply chains, and business combination prospects. These uncertainties are not currently reflected in the financial statement but could affect asset values and the ability to consummate a business combination in the future.

Accounting Policies and Emerging Growth Company Status

• Emerging Growth Company: Takes advantage of reduced reporting requirements and extended adoption of new accounting standards under the JOBS Act.
• Recent Accounting Pronouncements: Adoption of ASU 2023-07 (segment reporting) and ASU 2023-09 (income tax disclosure), with no impact due to single segment reporting and exemption from Cayman Islands/U.S. income tax.
• Fair Value Measurements: Trust account measured at Level 1, warrants at Level 3 using Black-Scholes model (assumptions: 7-year term, 32% probability of business combination, 3.78% risk-free rate, 6% volatility).

Shareholder Information and Potential Price-Sensitive Issues

• Redemption Rights at \$10 per Share: Any business combination, liquidation, or major amendment to articles triggers redemption rights at \$10/share. This creates a floor for the share price, but also means dilution and sponsor arrangements could affect long-term value.
• PIPE Financing Indication: Potential \$50 million investment from Kraken and MOZAYYX Master Fund could be significant for future combinations, but is subject to approval and may not materialize.
• Global Market Uncertainties: Ongoing geopolitical instability and market disruptions could affect the ability to identify or close a business combination, possibly impacting the timeline and redemption scenarios.
• Deferred Underwriting Fees: \$12,780,000 payable only upon successful business combination; failure to close a deal within 24 months would see funds returned to public shareholders and the fee not paid.
• Significant Shareholders’ Deficit: The company shows a deficit of over \$11 million, driven by offering costs and accretion to redemption value; no operating revenues until after a combination closes.
• Founder Shares and Sponsor Interests: Sponsor interests and voting rights are aligned to support a successful business combination; however, founder shares are subject to forfeiture if over-allotment is not fully exercised.

Conclusion

The audited financial statement confirms MOZAYYX Acquisition Corp.’s robust capital position post-IPO, but investors should be aware that the company is still in the early stages with no identified target and significant risks related to the global environment and its blank check/ SPAC structure. The indicated PIPE financing, substantial trust account, and redemption rights provide both opportunity and downside protection, but the ultimate value will depend on the successful completion of a business combination within the specified window.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with financial advisors before making any investment decisions. The information herein is based on the company’s audited financial statement as of February 26, 2026, and may be subject to change. Past performance is not indicative of future results.

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