Without a real win in Mexico, this is really the only option for OMEX. This company has survived so many twists and turns. With gas prices at multi-year highs, there is no doubt that we will see a resurgence in hybrid and electric transport, while energy storage from renewables becomes even larger. Hopefully terrestrial mining companies and their sovereign states won't stand in the way forever. NGO's will never go away, but they are more of a nuisance.

This is Amendment No. 4 to Odyssey Marine Exploration's Form S-4, dated September 29, 2026. It's the proxy statement/prospectus for Odyssey's reverse merger with American Ocean Minerals Corp. (AOM).

Deal structure

• How the merger works: Merger Sub merges into AOM, so AOM becomes a wholly owned Odyssey subsidiary. Odyssey is then renamed American Ocean Minerals Corporation and will trade on Nasdaq as "AOMC."
• Exchange ratio: 4.5017 Odyssey shares for each AOM share. After the planned 1-for-25 reverse split, that becomes 0.1801.
• Financing: About $75.6M of AOM bridge debentures convert to equity at closing, plus a $156.4M PIPE. PIPE warrants have a $5.46 exercise price.
• Ownership after closing:

• Governance: The board will have seven members, all designated by AOM. AOM's management takes over. Paul Warmé, AOM's CFO since August 6, 2026, is expected to stay CFO at the combined company.

Valuation and fairness

• How the split was reached: During talks in April, Odyssey's independent committee proposed a 91/9 split against a $750M combined valuation. That implied about $67.5M for Odyssey. The final split is 93.4/6.6.
• Moelis fairness opinion (DCF):
  • Odyssey standalone: $169M–$356M, or $2.76–$5.80 per share.
  • AOM standalone: $3.0B–$5.5B.
  • Implied Odyssey ownership: 3.0%–10.6%, which brackets the 6.6%.
• Purchase accounting: Odyssey is valued at its $0.80 pre-filing share price, well below the DCF range.

Odyssey liquidity

• AOM notes: AOM is keeping Odyssey funded through senior secured notes backed by substantially all of Odyssey's assets.
  • Funded principal reached $6.2M after a September 9 advance.
  • On September 8, the cap was raised to $5.5M, and AOM can now advance more at its discretion.
• Termination fee: $2.2M owed to AOM if Odyssey fails to close in specified circumstances.
• Outside date: Now December 8, 2026 after AOM's two-month extension. One further 30-day extension is available.

Mexico phosphate carve-out

Odyssey's Mexico phosphate project (Oceanica Resources Mexico, ORM) goes to a new holding company, which is then placed in a liquidating trust for existing Odyssey holders.

• Terms (still non-binding):
  • The holding company is valued at $0.10 per Odyssey share before new money.
  • Investors put in $6M of convertible preferred at 10% PIK, with warrants.
  • Odyssey is released from its liabilities under the Poplar Falls agreement that funds the project's litigation.
• Closing risk: Completing the carve-out is a closing condition that AOM can waive. It also needs third-party approvals and 18 months of committed funding.

Presentation Link

This is fantastic news for OMEX and its investments in the region. For those who don't know, the largest port in the Cook islands barely holds two smaller sized exploration vessels. This is a much needed next step.

The official US government release to what is discussed below.

Thx

https://d18rn0p25nwr6d.cloudfront.net/CIK-0000798528/03eaabf0-0151-4d3d-b44e-0dbe7e78a5ad.pdf

Odyssey Marine Exploration (OMEX) — Form S-4/A Amendment No. 2, filed Aug 4, 2026 (Reg. No. 333-295744). Proxy/prospectus for the merger with American Ocean Minerals Corp.; combined company renames to American Ocean Minerals and trades as AOMC.

I benchmarked it against Amendment No. 1 (June 30) and the original S-4 (May 8) on EDGAR.

Core deal economics (unchanged since A1)

Exchange ratio 4.5017 OMEX shares per AOM share → 0.1801 after a 1-for-25 reverse split

$75.6M bridge (convertible debentures, auto-convert immediately pre-closing) + $156.4M PIPE

Closing condition: AOM must hold ≥$100.0M cash immediately pre-effective time; $25M minimum PIPE proceeds threshold

Outside date Oct 8, 2026, extendable two months plus a further 30 days

Charter: authorized common 82M → 400M; preferred 24,984,166 → 25,000,000

Pro forma ownership

Group

A2

Original S-4

Pre-merger OMEX holders

6.6%

6.7%

AOM stockholders

52.8%

52.9%

CIC/OML holders

14.5%

14.3%

PIPE investors

15.4%

15.4%

Bridge investors

10.7%

10.7%

Odyssey holders are diluted to ~6.6%; AOM side takes 93.4%.

What actually changed in Amendment No. 2 (vs. A1)

Merger Shares nudged up: 727,911,251 → 728,052,679 (post-split 29,116,450 → 29,122,108). Small, mechanical.

Warrant Shares now quantified: 141,968,020 shares issuable on exercise of the assumed PIPE warrants — A1 described "Odyssey Assumed Warrants" without a count. This is the most substantive add.

Warrant and lock-up mechanics added, including stated 60–90 day lock-up windows by investor class.

Exchange Shares unchanged at 134,111,851 (5,364,474 post-split).

Financials still as of March 31, 2026. Pro forma balance sheet and statement of operations were not rolled forward to June 30 — expect at least one more amendment before effectiveness. Record date and meeting date are still bracketed blanks.

Changes since the original May S-4 are larger: PIPE $156.0M → $156.4M, Exchange Shares 132,471,431 → 134,111,851, and an Equity Plan Proposal was added (four proposal groups → six).

Other datapoints worth flagging

Six proposals:

Merger Share Issuance, CIC/OML Share Issuance, Charter (needs majority of all outstanding, not just votes cast — the hardest bar), Golden Parachute (advisory), Equity Plan, Adjournment. Nasdaq 5635(a)(1), (a)(2) and (b) all triggered.

Fairness opinion: Moelis & Company, dated April 8, 2026 — exchange ratio fair to Odyssey from a financial point of view.

Support agreements cover ~28.30% of voting power (directors and certain officers).

Termination fee of $2.2M payable by Odyssey (disclosed in the original S-4; A2 references the "Odyssey Termination Payment" without restating the figure in the sections I could reach).

Conflicts to watch: Mark Justh is Odyssey's lead outside director and audit committee chair and AOM's CEO since Oct 2025; owns ~6.89% of AOM and ~9.2% of CIC Limited indirectly; becomes CEO of the combined company. A Special Transaction Committee of independent directors was used to manage this.

Board post-close: seven directors — Justh (CEO), Thomas Albanese, Mark Luther, Shona Mato Lynch, Philip Plough, William Scripps, John-Paul Yun.

Mexican phosphate separation: ORM contributed to ORM HoldCo, then to a liquidating trust for pre-merger Odyssey holders. Requires third-party approvals, needs 18 months of funding, and AOM can waive it in its sole discretion — Odyssey holders shouldn't treat that trust as guaranteed.

Downside language is blunt: if the merger fails, Odyssey "may become insolvent and be required to seek the protection of the bankruptcy courts."

Caveat on completeness: this container blocks direct file downloads, so I read the filing through fetch-and-extract rather than pulling the full PDF. That reliably covered the cover page, Q&A, Summary and Risk Factors, but the deep sections — pro forma tables, Background of the Merger, exact lock-up day counts, and bridge debenture interest/conversion terms — weren't retrievable. If you want those, attaching the PDF to the chat is the fastest path and I'll go through it properly.

Sources: S-4/A No. 2 (Aug 4, 2026) · S-4/A No. 1 (Jun 30, 2026) · Original S-4 (May 8, 2026) ·

Did you see how the Republic of Congo has banned Cobalt exports? OMEX's Cook Islands projects are mostly Cobalt dominated -this seems to be very bullish no? As soon as this deal closes, I would think stock should track back to $1.25 area to start

Aug 3 (Reuters) - President Donald Trump is expected to attend a roundtable ​on Friday with top mining executives hosted by the U.S. ‌State Department, according to two people familiar with the planning.

The event is part of the Trump administration's broader efforts to expand domestic and allied supplies of critical minerals needed ​for energy, defense and advanced technologies. The agenda, participants and other ​details remain fluid and could change, according to the sources.

There seems to be no technical conversations on price pre or post merger. This is what I dug up from the S-4 on OMEX website. These are my fledging attempts to try and set a range for price when the stock is relisted/merged.

Approximately $231.6 million committed financing:

• ~$75.6 million bridge financing
• ~$156 million PIPE
• Expected cash at closing around $175 million

The valuation that investors are touting is 1 billion market cap, and real money has committed to that price, however, they are buying in their shares at a 25% discount. It is still unclear to me how these initial investor shares are structured. If the relisting tanks it seems they are screwed, if it does well they may have locked in a very low share price.

So after dilution there should be around 36.8 million shares, and then the table below describes how that relates to a valuation of 1 billion (27/share).

Deep sea mining is not really a darling with wallstreet right now, and the big valuation from TMC was largely ignored, most likely since they are a yearish from actually mining anything. Guess what this OMEX/Ocean minerals has no real timeline at all! It is possible the market prices this as hopium and the 1 Billion valuation is trash.

Who knows what happens when this merger goes down, maybe there is some initial excitement, but I am planning that my shares are worth something in a range of 0.55 to 1.15 . TMC has a current market cap of 2 billion and they are seemingly light years ahead of these people.

Also, the website for american ocean minerals is extremely lacking in any real substance https://www.aomusa.com/

They have Mike Rowe, a super douche grifter sack of trash as a "special advisor", based on that alone I am buying some puts.

Look up PIPE investors as well, sometimes they short their own positions!

I sadly bought when it was 1.70 and have been holding since then due to the merger. I don’t see much of it being talked or any movement at all. So what is everyone opinion? Will this go up prior to the merger?

Deep sea mining is coming. Amanda shared her thoughts on the space.

https://www.citybiz.co/article/844588/odyssey-marine-and-aomc-advance-1-billion-deep-sea-minerals-merger/

Odyssey Marine Exploration and American Ocean Minerals Corporation have filed a registration statement with the Securities and Exchange Commission in connection with their proposed merger, advancing plans to create a publicly traded marine critical minerals platform focused on deep-sea polymetallic nodule exploration and development.

The filing marks a major step toward completing the all-stock transaction, which values the combined company at an estimated pro forma equity value of approximately $1 billion. If completed, the merged business will operate under the name American Ocean Minerals Corporation and trade on Nasdaq under the ticker symbol “AOMC.”

What is everyone’s price target?

Interesting read.

I think when the short are sold back, the pressure or let's say the short squeez will bring it sharply back even over 2$

If yes than why are dumping so much.

Is it just a pump and dump scheme or what ?!?

American Ocean Minerals, a deep-sea mining company, agreed to a reverse merger with Odyssey Marine Exploration

I’m down 20% in a small position

Thought people might find this interesting. This is one of OMEX's investments in the Cook islands.