As filed with the U.S. Securities and Exchange Commission on February 2, 2026. Registration No: 333-[•] UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ––––––––––––––––––––––––––––––––––––––––– FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ––––––––––––––––––––––––––––––––––––––––– MOZAYYX Acquisition Corp. (Exact name of registrant as specified in its charter) ––––––––––––––––––––––––––––––––––––––––– | Cayman Islands | 6770 | N/A | | --- | --- | --- | | (State or ...

Core Viewpoint - NeOnc Technologies Holdings, Inc. has secured a private investment in public equity (PIPE) agreement, expected to generate approximately $16 million in gross proceeds, demonstrating institutional confidence in its biotech pipeline focused on central nervous system (CNS) cancers [1][2]. Group 1: Investment Details - The PIPE transaction involves the sale of up to 2,222,222 shares of common stock and five-year warrants to purchase an equal number of shares at an exercise price of $9.00, with a combined purchase price of $7.20 per share [1]. - Cinctive Capital Management LP led the investment with a commitment of $10 million, indicating strong institutional support for NeOnc's initiatives [2]. Group 2: Company Overview - NeOnc Technologies is a clinical-stage biopharmaceutical company focused on developing therapies for CNS cancers, utilizing its proprietary NEO™ drug development platform [4]. - The company’s key products, NEO100™ and NEO212™, are currently in Phase II clinical trials and have received FDA Fast-Track and Investigational New Drug (IND) status [4]. Group 3: Leadership Insights - Amir F. Heshmatpour, CEO of NeOnc, emphasized that the investment validates the company's technological approach and the potential of its clinical assets, which aim to overcome the blood-brain barrier [3]. - Rich Schimel, Co-Founder of Cinctive Capital, highlighted the innovative potential of NeOnc's delivery platforms and the firm's strategy to invest in small- to mid-cap biotech companies [3].

Core Viewpoint - USA Rare Earth, Inc. has successfully closed a private investment in public equity (PIPE) financing, raising approximately $1.5 billion to enhance its operations and capabilities in the rare earth supply chain [1][2]. Group 1: Financing Details - The PIPE financing was led by Inflection Point and included participation from various strategic investors, resulting in the issuance of about 69.8 million shares at a price of $21.50 per share [2]. - The total gross proceeds from the PIPE financing amount to approximately $1.5 billion [2]. Group 2: Use of Proceeds - The company plans to utilize the net proceeds from the PIPE to accelerate the development of its mine-to-magnet value chain, which includes mining, processing, metal-making, and magnet manufacturing [3]. - Additional uses of the funds include working capital and general corporate purposes [3]. Group 3: Company Overview - USA Rare Earth, Inc. is focused on establishing a fully integrated rare earth and permanent magnet supply chain across the United States, United Kingdom, and Europe [7]. - The company operates through its ownership of LCM, a leading producer of rare earth metals and alloys, and is developing magnet manufacturing capabilities in Stillwater, Oklahoma [7]. - By leveraging domestic feedstock and advanced processing technologies, the company aims to create a secure and sustainable supply of materials essential for various industries, including defense and renewable energy [7].

Core Points - Linkage Global Inc has successfully closed a private investment in public equity (PIPE) financing, raising approximately US$1,000,000 by issuing 689,655 Class A Ordinary Shares at US$1.45 per share [1][3] - The net proceeds from this financing will be utilized for general corporate purposes, including working capital and the expansion of cross-border sales operations [1][3] Company Overview - Linkage Global Inc is a holding company incorporated in the Cayman Islands, operating through subsidiaries in Japan, Hong Kong, and mainland China [4] - The company specializes in cross-border e-commerce integrated services, offering two complementary lines of business: cross-border sales and integrated e-commerce services [4]

Core Viewpoint - Verrica Pharmaceuticals Inc. has announced a PIPE financing to raise approximately $50 million, which will strengthen its balance sheet, eliminate debt, and extend its cash runway into mid-2027 [1][2][4]. Financing Details - The PIPE financing involves the sale of 6,499,826 shares of common stock and pre-funded warrants to purchase 5,305,164 shares, along with accompanying Series C Warrants to purchase 2,951,241 shares, at a combined price of $4.24125 per share [2][3]. - The financing is anchored by Caligan Partners LP and PBM Capital, with Caligan Partners entitled to designate a new member to the Board of Directors [5]. Use of Proceeds - $35 million of the net proceeds will be used to fully repay outstanding obligations under the Credit Agreement with OrbiMed, while the remainder will be allocated for working capital and general corporate purposes [4]. Company Strategy and Pipeline - The financing will allow the company to advance its commercial strategy for YCANTH, aimed at treating molluscum contagiosum, and to prepare for a global Phase 3 clinical program for VP-315 targeting basal cell carcinoma [2][9]. - The company has expressed enthusiasm from clinicians regarding VP-315's potential and aims to start patient enrollment in the U.S. before the end of 2025, with expectations of billion-dollar market opportunities [2][9].

Core Insights - Merlin Labs, Inc. has announced a significant increase in their private investment in public equity (PIPE) commitments, now exceeding $200 million [1] Company Summary - Merlin Labs is a leading developer of assured, autonomous flight technology specifically targeting defense customers [1] - Inflection Point Acquisition Corp. IV is involved in this PIPE investment alongside Merlin Labs [1] Investment Details - The increase in PIPE commitments includes contributions from both new investors and existing investors who have raised their commitments [1] - The total PIPE commitments now stand at more than $200 million, indicating strong investor confidence in the company [1]

Core Viewpoint - The Federal Reserve's anticipated decision on interest rates is expected to significantly impact Bitcoin's price, with traders predicting a high likelihood of a rate cut [1][2]. Group 1: Federal Reserve and Interest Rates - Traders on Polymarket estimate over a 90% chance of a 25 basis points rate cut on September 17 [1]. - A rate cut is expected to increase liquidity in the market, which could lead to more investments in riskier assets, including Bitcoin [4]. Group 2: Impact on Bitcoin Treasury Firms - Alexander Blume, CEO of Two Prime, suggests that a rate cut could lead to increased funding for Bitcoin treasury firms through private investment in public equity (PIPE) and convertible debt [2][3]. - The expectation of a continued bull market encourages investors to participate in these funding mechanisms, betting on a long-term rise in Bitcoin prices [4]. Group 3: Market Sentiment and Bitcoin's Role - Blume believes that a 25 basis points cut over the next several quarters will be beneficial for risk assets, including Bitcoin [5]. - High inflation, a stalling labor market, and a weakening dollar are factors that strengthen Bitcoin's position as a trusted reserve asset [6]. - Recent market trends show a flight to safety, with gold prices rising, and it is anticipated that Bitcoin will follow this trend [7].

Core Viewpoint - USA Rare Earth, Inc. has entered into a securities purchase agreement to raise $75 million through a private investment in public equity (PIPE) to fund its magnet manufacturing facility and operational expenses [1][2]. Company Overview - USA Rare Earth is constructing a 310,000 square foot rare earth sintered neo magnet manufacturing facility in Stillwater, Oklahoma [7]. - The company controls mining rights to the Round Top Mountain rare earth and critical minerals deposit in West Texas, which contains significant deposits of heavy rare earths and other critical tech minerals [7]. - The company's products are essential for various industries, including defense, automotive, aviation, industrial, medical, and consumer electronics [7]. Financial Details - The PIPE will involve the issuance of approximately 8.55 million shares of common stock and pre-funded warrants for about 2.16 million shares, with a total purchase price of $75 million [2]. - The PIPE Warrants will allow the purchase of shares equal to 100% of the aggregate shares at a strike price of $7.00 per share, expiring six years from the issue date [2]. Investor Engagement - The CEO expressed satisfaction with the investor reception during the PIPE process, highlighting the importance of this funding for the first phase of the rare earth magnet facility [2]. - A special meeting of stockholders will be held to approve the issuance of the Warrant Shares, with majority support already secured [3]. Advisory and Legal Support - Cantor Fitzgerald & Co. acted as the lead placement agent for the private placement, with Cohen Capital Markets also involved [4]. - Legal counsel for USA Rare Earth was provided by White & Case LLP, while Reed Smith LLP served as legal counsel for the placement agents [4].