MZYX Mozayyx Acquisition Corp. - 8-K

Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 26, 2026, the Board
of Directors (the “ Board ”) of MOZAYYX Acquisition Corp. (the “ Company ”) appointed Emma Rose Bienvenu
to serve as an independent director of the Company, effective immediately.

Emma Rose Bienvenu, age 32, is
the Chief Operating Officer of Evertas, a company that provides insurance to artificial intelligence and crypto mining datacenters, and
to major digital asset custodians. From January 2021 to June 2023, Ms. Bienvenu served in leadership roles at Pantera Capital, a blockchain-focused
investment firm, initially as Chief of Staff to the co-Chief Investment Officer before being promoted to Chief of Staff firm-wide, where
she worked closely with executive leadership on firm strategy and team development. Ms. Bienvenu is a New York state-barred attorney and
has experience in law and institutional investing, having previously worked as an associate at Linklaters LLP in London and held positions
at CDPQ and the Public Sector Pension Investment Board (PSP Investments), both institutional investors based in Canada. Ms. Bienvenu has
also worked in the U.S. House of Representatives in Washington, D.C., in the Office of the Chief Executive Officer at Accenture, and at
Pacific Century Group in Hong Kong. Ms. Bienvenu received her J.D. and B.C.L. from McGill University, and holds a joint Master’s
degree in Economics and Finance from the Wharton School of the University of Pennsylvania and Sciences Po (Paris). Ms. Bienvenu also received
an L.L.M. in Corporate and Finance Law from the University of Pennsylvania Carey Law School. Ms. Bienvenu is well-qualified to serve as
a member of the Board due to her experience in law, finance, and institutional investing.

As of the date of this report,
no committee assignments have been determined for Ms. Bienvenu; any such assignments, if made, will be disclosed by amendment if required.

There are no arrangements
or understandings between Ms. Bienvenu and any other person pursuant to which she was elected as a director of the Company, and there
are no family relationships between Ms. Bienvenu and any of the Company’s other directors or executive officers.

Consistent with disclosures
in the Company’s Registration Statement on Form S-1 (File No. 333-293134), Ms. Bienvenu will not receive cash compensation for
her service as a director prior to the Company’s initial business combination; instead, she will receive an indirect interest in
25,000 founder shares through membership interests in the Company’s sponsor, Mozayyx Acquisition Sponsor LLC (the “ Sponsor ”).
No additional compensatory arrangements for Ms. Bienvenu have been determined as of the date of this report.

In connection with Ms. Bienvenu’s
appointment, she will enter into (i) an indemnification agreement and (ii) a joinder to the letter agreement dated as of February 24,
2026, entered into by the Company with its directors (and the other parties thereto) in connection with the Company’s initial public
offering. Each of the director indemnification agreement and letter agreement was described in, and the forms of which were
filed as exhibits to, the Company’s Current Report on Form 8-K relating to the Company’s initial public offering (File No.
001-43163).

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