(P1) Odyssey Marine Exploration (NASDAQ: OMEX) has filed a registration statement with the U.S. Securities and Exchange Commission to move forward with its proposed merger with American Ocean Minerals Corporation, a deal that values the combined entity at approximately $1 billion and aims to create one of the largest deep-sea critical minerals platforms.
(P2) "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," Mark Gordon, Chief Executive Officer of Odyssey, said in a statement.
(P3) The proposed all-stock transaction gives the combined company a pro forma equity value of around $1 billion. AOMC has raised over $230 million from investors leading up to the deal, and the new entity expects to have approximately $175 million in cash to fund exploration programs for polymetallic nodules, which are rich in critical minerals and rare earth elements.
(P4) The merger intends to establish a U.S.-controlled global supply chain for critical minerals by combining Odyssey’s 30 years of operational experience with AOMC's capital and portfolio of subsea assets. The deal now hinges on the registration statement being declared effective by the SEC, along with subsequent stockholder and regulatory approvals targeted for late Q2 or early Q3 2026.
The combination is designed to leverage Odyssey's public-company infrastructure and deep-sea operational history with AOMC's financial resources and multi-jurisdictional mineral portfolio. The new platform, which will operate as American Ocean Minerals Corporation and trade under the "AOMC" ticker, will hold interests in exploration licenses in the Cook Islands' exclusive economic zone.
It will also pursue U.S.-pathway applications for project areas under the Deep Seabed Hard Mineral Resources Act (DSHMRA), administered by the National Oceanic and Atmospheric Administration (NOAA). This move aligns with a growing focus on marine minerals, as noted at the recent Offshore Technology Conference (OTC), where industry participants highlighted the expanding role of offshore expertise in securing responsible and diversified critical mineral supply chains.
Under the terms of the agreement, which has been unanimously approved by both boards, AOMC’s outstanding common stock and warrants will be exchanged for Odyssey common stock and warrants. The successful closing of the transaction is subject to customary conditions, including approvals from stockholders of both companies and relevant regulatory bodies.
"This filing provides Odyssey shareholders a more complete basis to understand our assets, regulatory pathways, capital structure, technical work streams and business plan," said Mark Justh, CEO of AOMC.
This article is for informational purposes only and does not constitute investment advice.
