On April 8, 2026, American Ocean Minerals Corporation (“AOMC”) and Odyssey Marine Exploration, Inc. (NASDAQ: OMEX) announced that they have entered into a definitive merger agreement to combine their businesses in an all-stock transaction that values the combined company at a pro forma equity value of approximately $1Bn. Under the agreement, a wholly owned subsidiary of Odyssey would merge into AOMC, with AOMC surviving as a subsidiary of Odyssey, after which Odyssey would be renamed American Ocean Minerals Corporation and trade on Nasdaq under the ticker “AOMC.” The combination would bring together AOMC’s capital base and multi-jurisdiction asset portfolio with Odyssey’s public listing and more than 30 years of offshore operating experience to create a U.S.-controlled platform focused on deep-sea critical minerals.

If completed, the transaction would give a well-capitalized private developer access to public markets through Odyssey’s existing listing while consolidating exploration rights across the Cook Islands and U.S.-regulated international waters. The deal arrives as policymakers and investors place growing emphasis on securing domestic and allied supply of nickel, cobalt, copper and manganese, the metals concentrated in the polymetallic nodules that sit at the center of the combined company’s strategy. It therefore appears designed as much around supply chain positioning as around the assets themselves.

American Ocean Minerals Corporation Merger

Transaction Overview

The merger is structured as an all-stock combination in which AOMC’s outstanding common stock and warrants would be exchanged for Odyssey common stock and warrants at a fixed exchange ratio. Prior to closing, Odyssey intends to effect a 25-for-1 reverse stock split of its common stock. Before that split takes effect, the combined company is expected to have roughly 921MM shares outstanding upon closing. Certain significant Odyssey shareholders representing approximately 30% of shares outstanding have entered into voting support agreements in favor of the transaction. The boards of both companies, together with Odyssey’s special transaction committee, have unanimously approved the deal, which is expected to close in late second quarter or early third quarter of 2026 subject to shareholder and regulatory approvals.

The structure resembles a reverse merger, through which a private company gains a public listing by combining with an existing public entity. For AOMC, this approach may offer a faster and more certain route to public markets than a traditional initial public offering. For Odyssey, the transaction provides scale, capital and a redefined strategic focus around critical minerals. The renaming of the combined entity and the adoption of AOMC’s name and ticker suggest that the surviving business is intended to operate around AOMC’s asset base and strategy rather than Odyssey’s prior identity.

Financial Terms and Structure

The transaction is supported by more than $230MM of total equity capital raised in connection with the deal, consisting of a private placement of more than $150MM from institutional and strategic investors and a $75MM pre-public financing completed by AOMC in February. Following the transaction and a planned divestiture, the combined company expects to hold more than $175MM in cash to advance exploration programs across its portfolio. Prior to closing, Odyssey intends to divest its Mexican phosphate asset, which the companies have described as non-core, in a transaction expected to remove approximately $60MM of related liabilities from Odyssey’s balance sheet.

The financing package is central to the logic of the deal because deep-sea exploration and development are capital-intensive and currently pre-revenue. By pairing the merger with a substantial equity raise, the combined company would enter public markets with a funded balance sheet rather than relying solely on future capital access. The divestiture of the phosphate asset further streamlines the balance sheet and sharpens the strategic focus on polymetallic nodules. Taken together, these steps suggest a transaction designed to position the company for a multi-year development program while limiting near-term funding risk.

Strategic Importance of the Combined Asset Base

The combined company would hold a diversified portfolio spanning the Cook Islands exclusive economic zone and U.S.-regulated international waters, including the Clarion-Clipperton Zone. Across its secured and target areas, the platform would have access to more than 500,000 square kilometers of prospective seabed, with resource reports identifying hundreds of millions of tonnes of indicated resources and several billion tonnes of inferred resources of polymetallic nodules. These nodules contain nickel, cobalt, copper and manganese. The company also believes certain Cook Islands areas may be prospective for rare earth elements and titanium.

The dual-track regulatory approach is a notable feature of the strategy. By pursuing development under both the Cook Islands framework and the U.S. Deep Seabed Hard Mineral Resources Act, the combined company would maintain multiple potential pathways to advance its projects. Leadership is positioned around this thesis, with Chairman Tom Albanese, a former chief executive of Rio Tinto and Chief Executive Mark Justh, who brings extensive capital markets experience. The emphasis on experienced mining and capital markets leadership suggests the parties view execution and financing capability as central to realizing the value of the underlying resource.

Broader Implications for Critical Minerals M&A

The transaction reflects rising strategic interest in securing supply of critical minerals outside of concentrated existing sources. Deep-sea nodules have drawn attention as a potential alternative source of battery and industrial metals, although commercial harvesting remains subject to regulatory, technical and environmental considerations. The decision to build a U.S.-controlled platform highlights how supply chain independence has become a meaningful driver of corporate strategy and capital allocation. The deal may encourage further consolidation and capital formation in the emerging seabed minerals sector, particularly among companies that can combine asset access with funding and operating capability.

For investors, the central considerations will likely include the timeline to commercial production, the evolving regulatory environment and the company’s ability to deploy capital effectively across a long development horizon. The combination of a capitalized private developer with an experienced public operator may improve the odds of advancing these projects, but the value ultimately depends on execution in a sector that has not yet reached commercial scale. That uncertainty is inherent to early-stage resource development and helps explain the emphasis on funding and leadership in the deal’s design.

Conclusion

Overall, the proposed merger reflects a broader theme in resource development: access to capital, regulatory pathways and operating expertise can be as important as the underlying asset when a sector is still developing. The combined company’s ability to translate its resource base into long-term value will likely depend on how effectively it advances its exploration programs, navigates the regulatory environment and funds a capital-intensive development plan over the next decade. The transaction therefore represents not only a path to public markets for a critical minerals developer, but also a test of whether a well-funded, U.S.-controlled platform can move deep-sea mineral resources closer to commercial viability over time.

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