- Previously announced transaction values the combined company at approximately $1 billion, including more than $230 million of equity capital
- Creates one of the largest critical minerals and rare earths platforms focused on deep-sea polymetallic nodule exploration and development
- Odyssey’s Board of Directors has unanimously approved the proposed merger agreement and certain Odyssey shareholders, accounting for approximately 30% of shares outstanding, have entered into voting support agreements in favor of the proposed merger
Odyssey Marine Exploration, Inc. (NASDAQ: OMEX) (“Odyssey”) and American Ocean Minerals Corporation (“AOMC”) announce Odyssey has filed a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the companies’ previously announced proposed merger transaction.
The proposed transaction is intended to create a scaled marine critical minerals platform by combining Odyssey’s operational experience and public-company infrastructure with AOMC’s capital resources, strategic investments and multi-jurisdictional marine mineral portfolio. AOMC’s strategy combines a multi-jurisdiction asset base with a staged commercialization plan. The platform is expected to include interests associated with existing Cook Islands exclusive economic zone exploration licenses held by CIC Limited and Ocean Minerals LLC’s subsidiary Moana Minerals Ltd., together with U.S.-pathway application-stage project areas being pursued through AOM Area-1 LLC and AOM Area-2 LLC under the Deep Seabed Hard Mineral Resources Act (DSHMRA), administered by the National Oceanic and Atmospheric Administration (NOAA).
“Filing the Form S-4 represents an important milestone in the proposed merger process and provides Odyssey stockholders with detailed information regarding the proposed transaction and the strategic rationale behind it,” said Mark Gordon, Chief Executive Officer of Odyssey. “We believe the proposed combination positions the combined company with enhanced financial resources, expanded strategic mineral interests and the operational capabilities to support the advancement of marine critical mineral opportunities over the long term.”
“As we move through the SEC review process, our focus remains on disciplined execution across the technical, environmental, permitting and commercial work streams required to build this responsible critical mineral platform,” said Mark Justh, Chief Executive Officer of AOMC. “This filing provides Odyssey shareholders a more complete basis to understand our assets, regulatory pathways, capital structure, technical work streams and business plan and demonstrates thoroughly the financial and strategic merits of our proposed transaction.”
Transaction Overview
The proposed transaction values the combined company at a pro forma equity value of approximately $1 billion. The proposed transaction is structured as an all-stock merger pursuant to which AOMC’s outstanding common stock and warrants will be exchanged for Odyssey common stock and warrants.
In the lead up to the proposed transaction, AOMC has raised more than $230 million from institutional and strategic investors, including approximately $156 million of private placement financing and approximately $75.6 million of pre-public financing. The combined company expects to have approximately $175 million in cash available to advance exploration programs across its portfolio.
Following completion of the proposed merger, the combined company is expected to operate as American Ocean Minerals Corporation and trade on Nasdaq under the ticker symbol “AOMC.”
The merger agreement has been unanimously approved by the boards of directors of both companies, as well as Odyssey’s special transaction committee. The proposed transaction is expected to close in late second quarter or early third quarter of 2026, subject to the registration statement being declared effective by the SEC, approval by Odyssey and AOMC stockholders, regulatory approvals, approval of the combined company’s listing application and other customary closing conditions.
The registration statement includes a preliminary proxy statement/prospectus relating to the proposed merger and contains important information about AOMC, Odyssey, the proposed combined company and the proposed transaction, including financial information, risk factors, governance, capitalization, business strategy and technical report summaries relating to AOMC’s mineral asset base. The registration statement has not yet been declared effective by the SEC, and the information contained therein is subject to change.
Information about the proposed merger including an investor presentation is available on Odyssey’s website at https://ir.odysseymarine.com/financials/merger-information/default.aspx.
About Odyssey Marine Exploration
Odyssey Marine Exploration, Inc. is an ocean exploration and marine resource development company with more than 30 years of experience operating in complex offshore environments worldwide. Odyssey is building a diversified portfolio of projects focused on seafloor mineral resources that can contribute practical solutions to global challenges, including food security, energy transition and supply chain resilience. Learn more at www.odysseymarine.com.
About American Ocean Minerals Corporation
American Ocean Minerals Corporation is establishing a U.S.-controlled global supply chain for critical minerals and rare earth elements sourced from polymetallic nodules. To learn more, please visit www.aomusa.com.