Announcement • Apr 08
American Ocean Minerals Corporation entered into a definitive merger agreement to acquire Odyssey Marine Exploration, Inc. (NasdaqCM:OMEX) for approximately $400 million in a reverse merger transaction.
American Ocean Minerals Corporation entered into a definitive merger agreement to acquire Odyssey Marine Exploration, Inc. (NasdaqCM:OMEX) for approximately $400 million in a reverse merger transaction on April 8, 2026. The Transaction values the combined company at a pro-forma equity value of approximately $1 billion. Prior to and in connection with the Transaction, AOMC has raised and secured equity commitments totaling more than $230 million from institutional and strategic investors, consisting of a private placement of more than $150 million and a $75 million pre-public financing. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each then-outstanding share of AOM common stock, par value $0.0001 per share (the “AOM Common Stock”) (other than any shares held in treasury and dissenting shares) will be converted into 4.5017 shares of Odyssey common stock, par value $0.0001 per share (the “Odyssey Common Stock”); provided, that certain AOM stockholders will receive, in lieu of shares of Odyssey Common Stock that would cause them to beneficially own more than 4.99% of the outstanding shares of Odyssey Common Stock immediately following the closing of the Merger (the “Closing”), shares of Odyssey preferred stock (“Odyssey Preferred Shares”) that are convertible (subject to a beneficial ownership limitation) into the number of shares of Odyssey Common Stock that would otherwise exceed such 4.99% threshold. The Transaction is structured as an all-stock merger, pursuant to which AOMC’s outstanding common stock and warrants will be exchanged for Odyssey’s common stock and warrants. Prior to the merger, Odyssey intends to effect a 25-for-1 reverse stock split of its common stock. Before the effect of the reverse stock split, the total number of shares of common stock outstanding of the combined company is expected to be approximately 921 million upon closing of the transaction. Prior to closing the Transaction, Odyssey intends to divest its Mexican phosphate asset, PHOSAGMEX, non-core to the combined company. This divestiture is expected to remove approximately $60 million of related liabilities from the Odyssey balance sheet. Following the Transaction and divestiture close, the combined company expects to have more than $175 million in cash available to advance exploration programs across its portfolio. Following the Transaction close, the combined company will operate as American Ocean Minerals Corporation and is expected to trade on Nasdaq under the ticker symbol “AOMC”. Upon termination of the Merger Agreement under specified circumstances, Odyssey may be required to pay AOM a termination fee of $2.2 million.
The combined company will be led by Chairman Tom Albanese, who formerly served as Chief Executive Officer of Rio Tinto Group, and Chief Executive Officer Mark Justh, who brings decades of experience in capital markets, including former roles at JPMorgan Chase and Goldman Sachs. The team will also be supported by AOMC founding investor and special advisor Mike Rowe, the founder and Chief Executive Officer of the mikeroweWORKS.
Consummation of the Merger is subject to certain closing conditions, including, among other things, (a) approval by the requisite Odyssey stockholders of the proposals to be presented at the Odyssey Meeting, (b) the effectiveness of the Registration Statement, (c) the AOM PIPE Investment (as defined below) having been consummated with gross proceeds of not less than $25.0 million, (d) after giving effect to the AOM PIPE Investment, AOM having a minimum cash balance of not less than $100.0 million, and (e) the AOM Bridge Debentures having been converted into shares of AOM Common Stock. The merger agreement has been unanimously approved by the boards of directors of both companies, as well as Odyssey’s special transaction committee, and is expected to close in late second quarter or early third quarter of 2026, subject to customary regulatory and shareholder approvals.
Citigroup Global Markets Inc. and Cantor Fitzgerald & Co. are serving as Capital Markets Advisors for AOMC and served as Joint Private Placement Agents with respect to AOMC’s private placement financing. Jonathan Sherman of Cassels Brock & Blackwell LLP and John Gaffney of Gibson, Dunn & Crutcher LLP are serving as legal advisors to AOMC in connection with the Transaction. Teneo is serving as strategic communications advisor to AOMC. Latham & Watkins LLP is serving as counsel to Citi and Cantor. Moelis & Company LLC is serving as exclusive financial advisor and Allen Overy Shearman Sterling US LLP is serving as legal advisor to Odyssey’s special transaction committee in connection with the Transaction. Akerman LLP is legal advisor to Odyssey. Grant Thornton LLP is Odyssey’s independent public accounting firm.
