MOZAYYX Acquisition Corp. Sample Contracts
UNDERWRITING AGREEMENT between MOZAYYX ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: [*], 2026Underwriting Agreement • February 2nd, 2026 • MOZAYYX Acquisition Corp. • Blank checks • New York
The undersigned, MOZAYYX Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only Cantor is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 2nd, 2026 • MOZAYYX Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_______], 2026, is made and entered into by and among MOZAYYX Acquisition Corp., a Cayman Islands exempted company (the “Company”), MOZAYYX Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (the “Representative”) (the Sponsor and the Representative together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 2nd, 2026 • MOZAYYX Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [______], 2026 by and between MOZAYYX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • February 2nd, 2026 • MOZAYYX Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _______, 2026, is by and between MOZAYYX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 27th, 2026 • MOZAYYX Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 24, 2026, is made and entered into by and among MOZAYYX Acquisition Corp., a Cayman Islands exempted company (the “Company”), MOZAYYX Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (the “Representative”) (the Sponsor and the Representative together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 27th, 2026 • MOZAYYX Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 24, 2026 by and between MOZAYYX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
February 24, 2026Underwriting Agreement • February 27th, 2026 • MOZAYYX Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among MOZAYYX Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 30,015,000 of the Company’s units (including up to 3,915,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-quarter of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statements
UNDERWRITING AGREEMENT between MOZAYYX ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: February 24, 2026 MOZAYYX ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 27th, 2026 • MOZAYYX Acquisition Corp. • Blank checks • New York
The undersigned, MOZAYYX Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only Cantor is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor) as follows:
MOZAYYX Acquisition Corp. Austin, TX 78701 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • February 2nd, 2026 • MOZAYYX Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among MOZAYYX Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-quarter of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statements
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • February 2nd, 2026 • MOZAYYX Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2026, by and between MOZAYYX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
MOZAYYX Acquisition Corp. Austin, TX, 78701Securities Subscription Agreement • February 2nd, 2026 • MOZAYYX Acquisition Corp. • Blank checks • New York
MOZAYYX Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”), is pleased to accept the offer made by MOZAYYX Acquisition Sponsor LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 7,187,500 shares of the Company’s Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share of the Company and one half of one redeemable warrant to purchase one Class A ordinary share of the Company (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”).
WARRANT AGREEMENTWarrant Agreement • February 27th, 2026 • MOZAYYX Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 24, 2026, is by and between MOZAYYX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 2nd, 2026 • MOZAYYX Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between MOZAYYX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and MOZAYYX Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 27th, 2026 • MOZAYYX Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 24, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between MOZAYYX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and MOZAYYX Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 2nd, 2026 • MOZAYYX Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ], 2026, by and between MOZAYYX Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. (“Cantor” or the “Subscriber”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 27th, 2026 • MOZAYYX Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 24th day of February, 2026, by and between MOZAYYX Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. (“Cantor” or the “Subscriber”).