American Ocean Minerals Corporation (AOMC) and Odyssey Marine Exploration have signed a merger agreement that values the combined entity at nearly $1bn.
This merger will establish a US-controlled platform for deep-sea exploration, extraction and processing of polymetallic nodules and critical minerals.
The transaction involves raising more than $230m in total equity, which includes more than $150m from a private placement by major institutional and strategic investors, along with $75m in pre-public financing to boost US and allied supply chain independence.
The combined company is expected to hold around $175m in cash upon closing.
Once the transaction is complete, the company will operate under the name American Ocean Minerals Corporation.
It intends to list on Nasdaq with the ticker 'AOMC', subject to shareholder and regulatory approvals, as well as standard closing conditions.
AOMC CEO Mark Justh CEO said: “This transaction comes at a pivotal inflection point as regulatory clarity, proven offshore technology, supply chain independence initiatives, improved scientific understanding of environmental impacts and mitigation, and accelerating demand for critical minerals are converging for the first time.”
The combined company will be led by chairman Tom Albanese, who previously served as CEO of Rio Tinto, and Mark Justh.
The merger is structured as an all-stock deal, with AOMC’s common stock and warrants set to be exchanged for those of Odyssey.
It has received unanimous approval from both companies' boards and Odyssey's special transaction committee, and is anticipated to conclude late in the second quarter (Q2) or early Q3 of 2026.
Key Odyssey shareholders, representing around 30% of the outstanding shares, have agreed to support the merger.
AOMC is securing exploration rights across significant areas such as the Cook Islands and Clarion-Clipperton Zone, where polymetallic nodules laden with essential minerals like nickel, manganese and cobalt are prevalent.
Citigroup Global Markets and Cantor Fitzgerald are acting as capital markets advisors for AMOC.
Cassels Brock & Blackwell and Gibson, Dunn & Crutcher are providing legal advice to AOMC for the merger.
Moelis & Company is the exclusive financial advisor for Odyssey’s special transaction committee, with Allen Overy Shearman Sterling US providing legal counsel.
