AOMC and Odyssey formalise merger with SEC filing as marine minerals platform advances
The all-stock transaction sees AOMC shareholders exchange stock and warrants for Odyssey shares, leveraging a multi-jurisdictional asset base to develop critical minerals and rare earths.
American Ocean Minerals Corporation (AOMC) and Odyssey Marine Exploration have advanced their planned merger by filing a registration statement on Form S-4 with the US Securities and Exchange Commission (SEC). This formalisation of the agreement, signed last month, values the combined entity at approximately $1bn in equity. The deal establishes a major platform for critical minerals and rare earths, with a strategic focus on deep-sea polymetallic nodule exploration and development.
Under the terms of the all-stock transaction, AOMC shareholders will exchange their existing common stock and warrants for Odyssey shares. The merged company will operate as American Ocean Minerals Corporation and will trade on Nasdaq under the ticker 'AOMC'. This structure aims to combine Odyssey's operational expertise and public company framework with AOMC's financial resources and strategic investments in a diverse marine mineral portfolio.
Ahead of the merger, AOMC secured more than $230m from institutional and strategic investors. This capital comprises roughly $156m from private placements and $75.6m in pre-public funding. The new combined entity anticipates holding $175m in cash to fund further exploration projects, providing a solid financial foundation for the expanded platform.
The merger leverages a multi-jurisdictional asset base to support a phased commercialisation strategy. This includes interests tied to Cook Islands exploration licences managed by CIC and the subsidiary Moana Minerals. In the United States, the platform involves project areas developed through AOM Area-1 and AOM Area-2 under the Deep Seabed Hard Mineral Resources Act, overseen by the National Oceanic and Atmospheric Administration (NOAA).
AOMC CEO Mark Justh stated that the filing provides Odyssey shareholders with a comprehensive basis to understand the assets, regulatory pathways, capital structure, and business plan. He emphasised that the focus remains on disciplined execution across the technical, environmental, permitting and commercial work streams required to build this responsible critical mineral platform. The boards of directors of both companies, along with Odyssey's special transaction committee, have unanimously approved the agreement.
The transaction is projected to close in late Q2 or early Q3 of 2026, subject to SEC effectiveness, shareholder approvals from both entities, regulatory consents, and a successful listing application. Standard closing conditions must be satisfied before the deal can be finalised.
