American Ocean Minerals Corporation and Odyssey Marine Exploration Inc. (NASDAQ: OMEX) announced a definitive merger agreement to create a deep-sea critical minerals platform valued at approximately $1 billion.

The transaction includes more than $230 million in total equity capital, consisting of a private placement exceeding $150 million from institutional and strategic investors and a $75 million pre-public financing completed by AOMC in February. The combined company expects to have approximately $175 million in cash at closing.

Under the all-stock merger structure, AOMC's outstanding common stock and warrants will be exchanged for Odyssey's securities. Prior to the merger, Odyssey plans to implement a 25-for-1 reverse stock split of its common stock. The combined company will operate as American Ocean Minerals Corporation and expects to trade on Nasdaq under ticker "AOMC."

The merged entity will be led by Chairman Tom Albanese, former Rio Tinto CEO, and CEO Mark Justh, who has three decades of financial services experience including roles at JPMorgan Chase and Goldman Sachs. Mike Rowe, founder of the mikeroweWORKS foundation, serves as founding investor and special advisor.

The company's portfolio spans U.S.-licensed international waters and allied sovereign waters, including two of three exclusive licensed exploration areas in the Cook Islands. The combined platform will access more than 500,000 square kilometers of prospective areas containing polymetallic nodules with nickel, cobalt, copper and manganese.

Prior to closing, Odyssey intends to divest its Mexican phosphate asset PHOSAGMEX, which is expected to remove approximately $60 million in related liabilities from the balance sheet.

Both companies' boards of directors unanimously approved the merger agreement. Certain Odyssey shareholders representing approximately 30% of outstanding shares have entered voting support agreements favoring the transaction. The merger is expected to close in late second quarter or early third quarter of 2026, subject to regulatory and shareholder approvals.