A proposed US$1 billion merger involving U.S-listed Odyssey Marine Exploration and American Ocean Minerals Corporation (AOMC) has entered a critical regulatory phase, with a new filing to the U.S Securities and Exchange Commission (SEC) setting a revised deadline for completion of the deal.
Odyssey filed a second amended Form S-4/A registration statement with the SEC on 05 August, stating that the transaction must be completed by 08 October 2026.
The filing also provides for a three-month extension if regulatory reviews require additional time.
The latest disclosure has also changed how the proposed ownership of two Cook Islands deep-sea mineral exploration licence holders is described, replacing previously stated ownership percentages with a staged acquisition structure.
When the merger was announced in April, public statements said AOMC would acquire an 80 to 100 percent interest in Ocean Minerals LLC, the parent company of Moana Minerals, which holds exploration licence EL3, and a 48 percent interest in CIC Limited, holder of EL1.
The August 5 SEC filing no longer specifies those percentages.
Instead, it describes the acquisition of interests in the two Cook Islands licence holders as taking place on a “staged basis over time” through a “staggered acquisition framework” involving purchase options, convertible notes and equity exchange agreements.
The filing also includes exhibits showing that five perpetual gross proceeds royalties were assigned in February and March 2026 to an undisclosed numbered company in Ontario, Canada, in exchange for a US$15 million secured note.
A gross proceeds royalty is paid from total production revenue before operating costs and other expenses are deducted.
The disclosures have raised questions among political and civil society figures in the Cook Islands, particularly over the timing of the merger alongside the 12 August general election.
Independent candidate for Mauke and former MP James Beer said the 08 October merger deadline could complicate government oversight if election-related petitions follow the poll.
“The issue that should be a concern for us is that this merge is going to occur on the 8th of October,” Beer said.
“With the election taking place and potential petitions in the High Court to follow, this merger could occur before proper government oversight is completed. The Prime Minister needs to ensure there is proper oversight by qualified people and seek technical assistance from New Zealand if necessary,” he said.
Te Ipukarea Society President June Hosking also questioned the level of control AOMC could eventually have over the Cook Islands’ exploration areas and the capacity of local authorities to monitor future activities.
“This merger leaves us in the dark as to who will actually have effective control… With AOMC managing the vast majority of our exploration license areas, I believe this is a monopoly that does not work in our favor at all,” Hosking said.
“The burden of monitoring, making sure mining operations comply and keeping an eye on environmental damage, is fully our responsibility.”
The proposed transaction is an all-stock merger in which AOMC would merge with Odyssey Marine Exploration.
Following the merger, the surviving company would take the name American Ocean Minerals Corporation and trade on Nasdaq under the symbol AOMC.
The deal would provide Odyssey with access to about US$230 million in committed capital, including a US$156 million private investment in public equity and US$75.6 million in pre-public bridge debentures.
For AOMC, the transaction provides access to an existing Nasdaq listing without going through a traditional initial public offering.
The merger would also bring Moana Minerals and CIC Limited under a common corporate structure, potentially giving the combined company interests in two of the three active exploration licences in the Cook Islands Exclusive Economic Zone, covering more than 235,000 square kilometres.
Odyssey is also expected to undertake a 25-for-1 reverse stock split.
Under the proposed restructuring, existing Odyssey shareholders would hold about 6.6 percent of the post-merger company, with incoming investors holding the remaining shares.
The proposed transaction has also renewed questions about the economic returns to the Cook Islands from its seabed mineral resources.
The government has so far collected about NZ$1.16 million(US$680,000) in administrative, application and annual licence fees across the three exploration licences, according to figures cited in the disclosure.
At the same time, the overseas companies involved are using the exploration rights as part of a corporate transaction valued at about US$1 billion.
The creation of a private gross proceeds royalty has also raised questions over how future revenues could be distributed.
The royalty would provide an offshore investor with a claim on production revenue before net profits are calculated, while the Cook Islands fiscal regime includes a proposed three percent export-value royalty and corporate income taxes that depend on profitability.
All three current exploration licences — EL1, EL2 and EL3 — are due to expire on 23 February 2027.
Corporate projections cited in the filings indicate potential commercial extraction as early as 2028. However, no commercial mineral reserves have been formally established under SEC standards on the licensed areas, and the Cook Islands has yet to finalise an exploitation licence or approve commercial seabed mining.
The Seabed Minerals Authority has maintained that an exploration licence does not guarantee mining rights, with final authority over exploitation resting with the Cook Islands Government.
Radio News has sought comment from the Office of the Prime Minister, the Seabed Minerals Authority and AOMC on the latest SEC disclosures.
