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A&O Shearman steers Odyssey Marine Exploration on USD1 billion deep-sea critical minerals merger

A&O Shearman steers Odyssey Marine Exploration on USD1 billion deep-sea critical minerals merger
A&O Shearman is advising on the merger of Odyssey Marine Exploration, Inc. (Odyssey) and American Ocean Minerals Corporation (AOMC), a landmark transaction that will create a U.S.-controlled deep-sea critical minerals platform at a pro forma equity value of approximately USD1bn.

AOMC and Odyssey will combine in an all-stock merger, bringing together AOMC's extensive deep-ocean mineral exploration rights with Odyssey's decades of operational expertise in ocean exploration and technology. The combined entity will be positioned as one of the largest U.S.-controlled critical minerals and rare earths platforms focused on deep-sea exploration, harvesting, and processing of polymetallic nodules.

The transaction is expected to close in the late second or third quarter of 2026. Upon completion, the combined company is expected to hold a diversified portfolio spanning potential U.S.-licensed international waters and allied sovereign waters, including investments in two out of three exclusive licensed exploration areas in the critical mineral-rich Cook Islands.

“This transaction brings together complementary assets, experience, and public‑company infrastructure to support the responsible development of deep‑sea critical mineral resources. We are pleased to have supported Odyssey in this significant combination.”

A&O Shearman energy and infrastructure partner Lisa Koch added: “This is a landmark development for the marine mineral resource industry, underscoring how quickly the sector is scaling and maturing, as governments and markets focus on securing critical mineral supply chains in a responsible manner.” 

The A&O Shearman team was led by New York-based M&A partners Rory O’Halloran and Christopher Glenn, and Silicon Valley-based partner Cody Wright, with support from associates William Kim and Lucy Chen. Partners Ryan Robski and Lona Nallengara advised on capital markets aspects; Cynthia Urda Kassis and Lisa Koch on projects aspects; Jonathan Cheng on antitrust; Larry Crouch on tax; John Cannon on employment and compensation; and JB Betker on IP. Additional support was provided by counsel Ana Aur and associates Brandon Fawbush, Will Jackson, Zachary Kaplan, Jazzmin Patterson, Aylmer Wang, and Kazumasa Watanabe.

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