--- title: "Odyssey Marine to Merge With American Ocean Minerals; Raises $156M PIPE, Sets Asset Spinoff" type: "News" locale: "en" url: "https://longbridge.com/en/news/282048057.md" description: "Odyssey Marine Exploration has signed a definitive merger agreement with American Ocean Minerals, which will involve a stock-for-stock deal and a name change to American Ocean Minerals. The transaction includes a $156 million PIPE and arrangements for bridge debentures and secured notes. The merger aims to create a combined deep-sea minerals company and is expected to close between late Q2 and early Q3 2026, pending approvals and financing conditions. Additionally, Odyssey plans to place its ORM assets into a liquidating trust for pre-close shareholders." datetime: "2026-04-08T13:13:01.000Z" locales: - [zh-CN](https://longbridge.com/zh-CN/news/282048057.md) - [en](https://longbridge.com/en/news/282048057.md) - [zh-HK](https://longbridge.com/zh-HK/news/282048057.md) --- # Odyssey Marine to Merge With American Ocean Minerals; Raises $156M PIPE, Sets Asset Spinoff Odyssey Marine Exploration signed a definitive merger agreement to combine with American Ocean Minerals in a stock-for-stock deal, after which the company will be renamed American Ocean Minerals. The transaction includes a $156 million PIPE, approximately $75.6 million in prior bridge debentures that convert pre-close, and multiple post-close equity and option arrangements involving CIC and Ocean Minerals. Odyssey also arranged up to $10 million of 8% secured pre-closing notes from AOM and plans to place its ORM assets into a liquidating trust for pre-close shareholders. Closing is targeted for late Q2 to early Q3 2026, subject to customary approvals, registration effectiveness, financing, and minimum cash conditions. **Agreement 1: Odyssey Marine to Merge With American Ocean Minerals; Pro Forma Rename to American Ocean Minerals** - **Agreement type**: Agreement and Plan of Merger - **Counterparty**: American Ocean Minerals - **Signed / Effective**: Apr 08 2026 / same - **Duration / Termination**: N/A - **Reason**: Create a combined deep-sea minerals company with enhanced capital **Agreement 2: Odyssey Marine Secures Up to $10 Million Pre-Closing Secured Notes From AOM at 8%** - **Agreement type**: Secured note purchase agreement (up to $10 million at 8%) - **Counterparty**: American Ocean Minerals - **Signed / Effective**: Apr 08 2026 / same - **Duration / Termination**: Up to 1 year or until merger close - **Reason**: Provide interim liquidity ahead of merger closing **Agreement 3: AOM Raises About $75.6 Million in Bridge Debentures to Convert Pre-Close** - **Agreement type**: Convertible bridge debentures financing - **Counterparty**: AOM Bridge Investors - **Signed / Effective**: Apr 08 2026 / same - **Duration / Termination**: Until automatic conversion pre-close - **Reason**: Fund pre-close operations and align investors as shareholders **Agreement 4: AOM Secures $156 Million PIPE; Warrants to Be Assumed by Odyssey at Closing** - **Agreement type**: $156 million PIPE equity and warrants - **Counterparty**: AOM PIPE Investors - **Signed / Effective**: Apr 08 2026 / same - **Duration / Termination**: N/A - **Reason**: Provide capital and meet closing cash condition **Agreement 5: Odyssey Marine Sets Equity Exchange With CIC Shareholders, Capped at 19.9% Absent Approval** - **Agreement type**: Equity exchange agreement - **Counterparty**: CIC Stockholders - **Signed / Effective**: Apr 08 2026 / Post-merger effectiveness - **Duration / Termination**: N/A - **Reason**: Expand exposure to CIC via stock-for-stock exchange **Agreement 6: Odyssey Marine Obtains Option to Acquire CIC Shares From CIC Option Holders at Tiered Valuation** - **Agreement type**: Option to purchase CIC shares - **Counterparty**: CIC Option Stockholders - **Signed / Effective**: Apr 08 2026 / 6 months post-merger (earliest exercise) - **Duration / Termination**: At will - **Reason**: Enable future consolidation of CIC ownership **Agreement 7: Odyssey Marine Secures Parallel Option to Buy CIC Shares From CIC LLC With $20M Cash Minimum** - **Agreement type**: Option to purchase CIC shares from CIC LLC - **Counterparty**: CIC LLC - **Signed / Effective**: Apr 08 2026 / 6 months post-merger (earliest exercise) - **Duration / Termination**: At will - **Reason**: Secure pathway to increase CIC stake with structured pricing **Agreement 8: AOM to Buy 997,995 Units of Ocean Minerals for $20 Million; May Increase to 67% Stake** - **Agreement type**: Unit purchase agreement for Ocean Minerals equity - **Counterparty**: Ocean Minerals - **Signed / Effective**: Mar 20 2026 / same - **Duration / Termination**: At will (for additional purchases) - **Reason**: Build controlling position in Ocean Minerals **Agreement 9: Odyssey Marine Arranges Post-Close Equity Exchange With Ocean Minerals Members** - **Agreement type**: Equity exchange agreement - **Counterparty**: Ocean Minerals and OML Members - **Signed / Effective**: Apr 08 2026 / Post-merger effectiveness - **Duration / Termination**: N/A - **Reason**: Align ownership structure following merger **Agreement 10: AOM Purchases $5 Million 8% Convertible Note From CIC LLC, Maturing in 2030** - **Agreement type**: Convertible promissory note (8% to 2030) - **Counterparty**: CIC LLC - **Signed / Effective**: Apr 08 2026 / same - **Duration / Termination**: Matures Apr 07 2030 - **Reason**: Strategically position for CIC equity via note conversion **Agreement 11: AOM Arranges Up to $20 Million 8% Convertible Note With CIC Ltd, Due 2030** - **Agreement type**: Convertible promissory note facility (up to $20 million, 8% to 2030) - **Counterparty**: CIC Ltd - **Signed / Effective**: Apr 08 2026 / same - **Duration / Termination**: Matures Apr 07 2030 - **Reason**: Provide flexible funding and potential equity in CIC Ltd **Agreement 12: Odyssey Marine Secures Voting Support From Key Holders for Merger and Share Actions** - **Agreement type**: Stockholder support and voting agreement - **Counterparty**: Certain Odyssey Stockholders - **Signed / Effective**: Apr 08 2026 / same - **Duration / Termination**: Until stockholder meeting actions completed - **Reason**: Secure approvals necessary to close the merger **Agreement 13: AOM Holders and Bridge Investors Enter Lock-Up; 60–90 Day Restrictions Post-Close** - **Agreement type**: Lock-up agreements for post-close share transfers - **Counterparty**: AOM Holders and Bridge Investors - **Signed / Effective**: Apr 08 2026 / At merger closing - **Duration / Termination**: 60–90 days with staged releases - **Reason**: Promote post-merger market stability **Agreement 14: Odyssey Plans ORM Asset Disposition Into Liquidating Trust for Pre-Close Shareholders** - **Agreement type**: Asset disposition and liquidating trust structure for ORM - **Counterparty**: ORM HoldCo and ORM Trust - **Signed / Effective**: Apr 08 2026 / Prior to merger closing - **Duration / Termination**: N/A - **Reason**: Preserve and realize value of ORM for existing shareholders Original SEC Filing: ODYSSEY MARINE EXPLORATION INC \[ OMEX \] - 8-K - Apr. 08, 2026 **Disclaimer** This is an AI-powered summary. 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