American Ocean Minerals Corporation (AOMC) and Nasdaq-listed Odyssey Marine Exploration, Inc. have agreed to combine their businesses in a transaction that values the merged entity at a pro-forma equity value of approximately $1.4 billion (US$1 billion).
In connection with the deal, AOMC has raised and secured more than US$230 million in equity commitments from institutional and strategic investors, including a private placement of more than US$150 million and a US$75 million pre-public financing completed in February. Following completion of the merger and a planned asset divestiture, the combined company expects to have more than US$175 million in cash to fund exploration work.
“This highly complex, multi-jurisdictional transaction involved several distinct sophisticated deals to be structured amongst four different counterparties in addition to multiple financings over the last several months, including a US$156 million concurrent private placement co-led by Citi and Cantor Fitzgerald, which culminated in the merger agreement that will result in American Ocean Minerals listing on Nasdaq at a moment of growing demand for critical minerals. We were honored to be chosen to represent American Ocean Minerals to lead this transaction,” says Jonathan Sherman, the lead Cassels partner on the deal.
According to the parties, AOMC is building a portfolio that spans the Cook Islands’ exclusive economic zone and U.S.-regulated international waters, including the Clarion-Clipperton Zone in the Pacific Ocean. Across five secured and target areas, the combined company expects access to more than 500,000 square kilometres of seabed containing polymetallic nodules with nickel, cobalt, copper and manganese. AOMC also reports that the Cook Islands license areas are prospective for rare earth elements and potentially titanium.
The platform will include interests in two of the three licensed exploration projects in the Cook Islands’ exclusive economic zone: Moana Minerals Ltd., a subsidiary of Ocean Minerals LLC, and CIC Limited. Those projects are reported to contain 417 million tonnes of indicated resources and more than two billion tonnes of inferred resources under SEC S-K 1300 technical reports. AOMC has also submitted and brought into compliance two exploration applications under the United States Deep Seabed Hard Mineral Resources Act, overseen by the National Oceanic and Atmospheric Administration, which provides a U.S. regulatory pathway for nodule projects in international waters.
“AOMC will be positioned to be a reliable, long-term supplier for American re-industrialization,” AOMC chairman Tom Albanese said in a press release. “We are taking a differentiated, responsible approach to the research and development of deep-sea resources. The work over the past decade has set a high standard for advancing the industry responsibly, and we are proud to play a role in maintaining that standard.”
“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, said AOMC CEO Mark Justh. “By combining AOMC’s capital and multi-jurisdiction asset base with Odyssey’s, and with a combined team representing 300 years of deep-sea expertise, we are building a scalable platform to support a more secure and diversified critical minerals supply chain.”
“This transaction builds on the foundation Odyssey has established over more than three decades of offshore innovation and operations,” said Odyssey CEO Mark Gordon. “Our experience in marine operations, project execution, and working within regulatory frameworks is directly applicable to advancing these assets.
Following completion of the merger, the entity is expected to operate under the American Ocean Minerals Corporation name and list on Nasdaq under the ticker symbol “AOMC.” Tom Albanese will serve as chair, with Mark Justh as CEO. The senior team will also include AOMC founding investor and special advisor Mike Rowe.
Ahead of closing, Odyssey plans to sell its Mexican phosphate asset, Phosagmex, which the parties describe as non-core to the combined business. The sale is expected to remove approximately US$60 million of related liabilities from Odyssey’s balance sheet. Odyssey also intends to complete a 25-for-1 reverse stock split of its common shares before the merger closes. On a pre-split basis, the merged company is expected to have approximately 921 million common shares outstanding at closing.
Cassels Brock & Blackwell LLP and Gibson, Dunn & Crutcher LLP are acting as legal counsel to AOMC. Citigroup Global Markets Inc. and Cantor Fitzgerald & Co. are serving as capital markets advisors and acted as joint private placement agents in AOMC’s financing. Teneo is providing strategic communications advice, and Latham & Watkins LLP is counsel to Citi and Cantor.
On the Odyssey side, Akerman LLP is serving as the legal counsel to the company. Moelis & Company LLC is serving as the exclusive financial advisor, while Allen Overy Shearman Sterling US LLP is the legal advisor to Odyssey’s special transaction committee. Grant Thornton LLP is Odyssey’s independent public accounting firm.
The deal is expected to close in the late second quarter or early third quarter of 2026, subject to customary closing conditions.
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