Odyssey Marine Exploration Inc. (NASDAQ: OMEX) filed a registration statement on Form S-4 with the Securities and Exchange Commission for its proposed merger with American Ocean Minerals Corporation, the companies announced.

The all-stock transaction values the combined company at approximately $1 billion in pro forma equity value. AOMC has raised more than $230 million from institutional and strategic investors, including approximately $156 million of private placement financing and approximately $75.6 million of pre-public financing.

The merger would combine Odyssey's operational experience with AOMC's capital resources and marine mineral portfolio focused on deep-sea polymetallic nodule exploration. The platform includes interests in Cook Islands exclusive economic zone exploration licenses and U.S.-pathway application-stage project areas under the Deep Seabed Hard Mineral Resources Act.

Odyssey's board unanimously approved the merger agreement, and shareholders representing approximately 30% of outstanding shares entered voting support agreements favoring the transaction. Both companies' boards approved the deal.

The combined company expects to have approximately $175 million in cash available for exploration programs. Following completion, the entity would operate as American Ocean Minerals Corporation and trade on Nasdaq under ticker symbol "AOMC."

The transaction is expected to close in late second quarter or early third quarter of 2026, subject to SEC effectiveness of the registration statement, shareholder approvals, regulatory approvals, and listing approval.

"Filing the Form S-4 represents an important milestone in the proposed merger process and provides Odyssey stockholders with detailed information regarding the proposed transaction," said Mark Gordon, Odyssey's chief executive officer.

The registration statement contains a preliminary proxy statement/prospectus with information about both companies, financial data, risk factors, and technical report summaries relating to AOMC's mineral assets.