Odyssey Marine Exploration (NASDAQ:OMEX) and American Ocean Minerals Corporation have signed a definitive agreement to merge, creating a combined deep-sea critical minerals company valued at roughly $1 billion.
Under the terms of the transaction announced April 8, 2026, a wholly owned Odyssey subsidiary will merge into American Ocean Minerals (AOM), which will remain as a wholly owned unit of Odyssey. Following completion, the parent company plans to adopt the American Ocean Minerals name. The all-stock deal is expected to close in late Q2 or early Q3 2026, subject to shareholder approvals, regulatory clearance and certain financing and cash conditions.
The merger will significantly dilute current Odyssey shareholders, who are expected to hold about 6.7% of the combined company on a pro forma basis.
Each share of AOM common stock will be exchanged for Odyssey shares at a fixed ratio. Large AOM shareholders will receive convertible preferred stock subject to ownership limits, while existing AOM PIPE warrants will convert into new Odyssey warrants adjusted to reflect the merger terms.
The deal is supported by more than $230 million in equity commitments, including a $156 million PIPE investment and previously arranged bridge financing that will convert into equity. If all conditions are met, the combined company is expected to hold approximately $175 million in cash at closing.
The transaction also includes several governance and capital structure changes. Odyssey plans to implement a 25-for-1 reverse stock split and increase its authorized share count from 75 million to 750 million. Leadership of the merged company will include Chairman Tom Albanese and Chief Executive Officer Mark Justh. In addition, major Odyssey shareholders representing roughly 30% of the company’s shares have agreed to vote in favor of the merger.
Lock-up agreements will apply to AOM shareholders and bridge financing investors. Odyssey has also agreed to provide staged cash bonuses to senior executives tied to the successful completion of the merger and the transition period afterward.
The agreement is accompanied by several related financing arrangements, including secured notes between Odyssey and AOM, a $75.6 million AOM bridge debenture offering, a $156 million PIPE, and multiple equity exchange and option agreements involving Cook Islands–focused entities CIC Ltd, CIC LLC and Ocean Minerals LLC.
These arrangements are designed to consolidate control of exploration licenses in the Cook Islands and related assets. The combined company will gain exposure to more than 500,000 square kilometers of prospective seabed believed to contain billions of tonnes of polymetallic nodules across the Cook Islands exclusive economic zone and U.S.-regulated international waters.
As part of the transaction, Odyssey will separate its Mexican phosphate operations—including Oceanica Resources Mexico and its interest in Phosagmex—into a separate holding company. The new entity will be placed in a liquidating trust for the benefit of existing Odyssey shareholders prior to the merger. Odyssey will continue to provide certain support services to the business.
The move is intended to remove about $60 million in related liabilities from Odyssey’s balance sheet while preserving potential upside tied to Mexican project approvals and an existing international arbitration award. After the transaction, the merged company will focus primarily on developing deep-sea critical minerals projects.
More about Odyssey Marine Exploration
Odyssey Marine Exploration, Inc. is a Nasdaq-listed company specializing in deep-sea minerals and marine resource development, providing offshore technical expertise, proprietary technologies and a public market platform.
American Ocean Minerals Corporation focuses on the exploration, recovery and processing of polymetallic nodules and other critical minerals in U.S.-regulated international waters and partner jurisdictions such as the Cook Islands. Together, the companies aim to develop resources containing nickel, cobalt, copper, manganese and potentially rare earth elements to strengthen supply chains for the United States and its allies.