MOZAYYX Acquisition Corp-A美股招股说明书(2026-02-26版)

MOZAYYX Acquisition Corp. Up to 26,100,000Units This prospectus supplement (this “Prospectus Supplement”) amends and supplements the information in theprospectus, dated February24, 2026 (the “Prospectus”), filed with the Securities and Exchange Commission aspart of MOZAYYX Acquisition Corp.’s (the “Company”) registration on FormS-1 (File No:333-293134) andadditional registration on FormS-1MEF (File No.333-293715), in connection with the offer and sale of26,100,000units, with each Unit consisting of one ClassA ordinary share of the Company, par value $0.0001per share, and one-quarter of one redeemable warrant. This Prospectus Supplement should be read inconjunction with the Prospectus, and is qualified by reference thereto, except to the extent that the informationherein amends or supersedes the information contained in the Prospectus. This Prospectus Supplement is notcomplete without, and may only be delivered or utilized in connection with, the Prospectus and any futureamendments or supplements thereto. We are filing this Prospectus Supplement to include the figures set forth below in the sections entitled “RiskFactors” and “Dilution” of the Prospectus. (i)“Risk Factors” section beginning on page41 of the Prospectus: Under the section entitled “Risk Factors” beginning on page95 of the Prospectus, the following risk factor isamended and restated in its entirety. “Our initial shareholders paid an aggregate of $25,000, or approximately $0.0035 per founder share and,accordingly, you will experience immediate and substantial dilution from the purchase of our ClassAordinary shares. The difference between the public offering price per share (allocating all of the unit purchase price to theClassA ordinary share and none to the warrant included in the unit) and the pro forma net tangible book valueper share of our ClassA ordinary shares after this offering constitutes the dilution to you and the other investorsinthis offering.Our initial shareholders acquired the founder shares at a nominal price,significantlycontributing to this dilution. Upon closing of this offering, and assuming no value is ascribed to the warrantsincluded in the units, you and the other public shareholders will incur an immediate and substantial dilution ofapproximately 114.70% (or $11.47 per share, assuming no exercise of the underwriters’ over-allotment option),the difference between the pro forma net tangible book value per share after this offering of $(1.47) (assumingthe maximum redemption) and the initial offering price of $10.00 per unit. This dilution would increase to theextent that the anti-dilution provisions of the founder shares result in the issuance of ClassA ordinary shares ona greater than one-to-one basis upon conversion of the founder shares at the time of our initial businesscombination. In addition, because of the anti-dilution protection in the founder shares, any equity or equity-linked securities issued in connection with our initial business combination would be disproportionately dilutiveto our ClassA ordinary shares.” (ii)“Dilution” section beginning on page95 of the Prospectus: Under the section entitled “Dilution” beginning on page95 of the Prospectus, (a)the NTBV under the “NoRedemption” scenario “Without Over-allotment” is $251,422,934 and (b)the “Dilution to public shareholders”under the “25% of Maximum Redemptions” scenario “Without Over-allotment” is $2.87. Investing in our securities involves significant risks. See “Risk Factors” beginning on page41 ofProspectus from our filings made with the Securities and Exchange Commission (the “SEC”) pursuant tothe Securities ExchangeActof1934, as amended for a discussion of the factors you should carefullyconsider before deciding to invest in our securities. Neither the SEC nor any state securities commission has approved or disapproved of our securities ordetermined if this Prospectus Supplement is accurate, truthful or complete. Any representation to the contrary isa criminal offense. Cantor Fitzgerald& Co. The date of this Prospectus Supplement is February26, 2026.