American Ocean Minerals Corporation (AMOC) and Odyssey Marine Exploration have moved forward with their planned merger by filing a registration statement on Form S-4 with the US Securities and Exchange Commission (SEC).
The proposed merger agreement, signed last month, values the combined entity at around $1bn in equity.
This all-stock transaction will involve exchanging AOMC’s existing common stock and warrants for those of Odyssey.
The merger will establish a major platform for critical minerals and rare earths, focusing on deep-sea polymetallic nodule exploration and development.
Ahead of this merger, AOMC secured more than $230m from institutional and strategic investors, with around $156m from private placement and $75.6m in pre-public funding.
The new company anticipates having $175m in cash to further exploration projects.
After the merger, the entity will operate as American Ocean Minerals Corporation and will trade on Nasdaq under the ticker ‘AOMC’.
The proposed transaction aims to establish an expanded marine critical minerals platform by merging Odyssey’s operational expertise and public company framework with AOMC’s financial resources and strategic investments in a diverse marine mineral portfolio.
AOMC CEO Mark Justh said: “As we move through the SEC review process, our focus remains on disciplined execution across the technical, environmental, permitting and commercial work streams required to build this responsible critical mineral platform.
“This filing provides Odyssey shareholders a more complete basis to understand our assets, regulatory pathways, capital structure, technical work streams and business plan and demonstrates thoroughly the financial and strategic merits of our proposed transaction.”
AOMC is leveraging a multi-jurisdictional asset base with a phased commercialisation strategy.
The platform is set to involve interests tied to Cook Islands exploration licences managed by CIC and Ocean Minerals’ subsidiary Moana Minerals.
It also includes US project areas being 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.
The boards of directors of both companies, along with Odyssey’s special transaction committee, have unanimously approved the merger agreement.
The transaction is set to be completed in the late second quarter (Q2) or early Q3 of 2026.
It is contingent upon the effectiveness of the registration statement by the SEC, stockholder approvals from Odyssey and AOMC, regulatory consents, successful listing application of the merged company, and other standard closing conditions.
