Arizona Tribune - Thunder Rock Capital Serves as Exclusive M&A Advisor to Carbonium Core in Definitive Merger Agreement with TOMI Environmental Solutions (Nasdaq: TOMZ)

The proposed all stock transaction, if completed, is intended to create a public market pure-play on America's nuclear renaissance, positioned at the intersection of AI-driven power demand, advanced nuclear reactors, and domestic critical materials production. Pursuant to the Merger Agreement and subject to the satisfaction of certain conditions, shareholders of Carbonium Core will receive, pro rata in proportion to their respective stock ownership, shares of TOMI's common stock issued at closing in an amount that will not exceed the maximum number of shares permitted to be issued without stockholder approval under Nasdaq Listing Rule 5635(d), and shares of a newly created series of non-voting Preferred Stock. Upon receipt of the approval of TOMI's stockholders as required by Nasdaq Listing Rule 5635(d), the Preferred Stock will convert into shares of common stock such that, together with the shares of common stock issued at closing, the former stockholders of Carbonium Core will own approximately 90% of outstanding shares of common stock of the combined company.

The transaction is expected to transform Carbonium Core into a publicly traded company focused on one of the most strategically important supply chains supporting the next generation of nuclear energy infrastructure. The combined company intends to pursue a leadership position in the domestic production of nuclear-grade graphite and other critical materials required for many advanced reactor designs currently under development in the United States and internationally. Carbonium Core's strategy is centered on building a secure domestic supply chain for nuclear-grade graphite and rare earth materials, specialized inputs currently dominated by foreign producers. The company believes its combination of domestic feedstock resources, proprietary purification technology licensed from Oak Ridge National Laboratory, and vertically integrated production capabilities positions it to address a significant gap in the U.S. critical materials supply chain.

Thunder Rock Capital is serving as exclusive financial advisor to Carbonium Core in connection with the transaction, providing strategic advisory services relating to transaction structuring, valuation, public company positioning, reverse merger execution, and capital markets strategy. Following completion of the transaction, Thunder Rock is expected to continue serving as Carbonium Core's exclusive investment banking advisor for future strategic advisory and capital markets initiatives.

The transaction remains subject to the satisfaction of closing conditions, including completion of a financing of at least $10 million, approval of NASDAQ listing application, approval of TOMI's stockholders as required by Nasdaq Listing Rule 5635(d), and other customary closing conditions. There can be no assurance that the proposed transaction will be consummated on the terms currently contemplated, or at all. The scope, structure, and terms of the transaction remain subject to the Merger Agreement and applicable closing conditions.

The combined company plans to advance commercialization efforts, pursue strategic partnerships, expand intellectual property development, and evaluate opportunities to support emerging advanced reactor programs throughout North America and international markets.

About TOMI Environmental Solutions, Inc.

TOMI Environmental Solutions, Inc. (NASDAQ: TOMZ) is a global provider of decontamination, disinfection, and environmental solutions.

About Carbonium Core, Inc.

Carbonium Core, Inc. is a U.S.-based development company focused on the domestic manufacture of graphite and rare earth metals for advanced reactor, defense, aerospace, and critical infrastructure markets. The company is pursuing a vertically integrated strategy that includes feedstock sourcing, purification, graphitization, shaping, and delivery of high-performance materials for next-generation energy applications. Learn more at https://carboniumcore.com

About Thunder Rock Capital LLC

Thunder Rock Capital LLC is an investment banking firm providing mergers and acquisitions advisory, capital markets advisory, private placements, public offerings, strategic advisory, and structured financing solutions for emerging growth and middle-market companies. The firm's professionals advise clients across the full corporate lifecycle, helping management teams execute transformative strategic transactions and access institutional capital.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable federal securities laws. These forward-looking statements include, without limitation, statements regarding: the potential merger between TOMI Environmental Solutions, Inc. and Carbonium Core, Inc., including the anticipated structure, timing, and likelihood of completion of any transaction; the potential strategic, operational, and financial benefits of any such transaction; the Company's ability to satisfy closing conditions; the Company's ability to obtain any required financing; the integration of any acquired business; and the Company's broader growth strategy and future performance.

Forward-looking statements may be identified by words such as "may," "could," "would," "should," "expect," "anticipate," "believe," "intend," "plan," "project," "estimate," "potential," "opportunity," "target," "forecast," "continue," "will," and similar expressions.

These forward-looking statements are based on current expectations, assumptions, and estimates and are subject to significant risks and uncertainties, many of which are beyond the Company's control. Important factors that could cause actual results to differ materially include, but are not limited to: the risk that the parties do not complete the transaction; the risk that closing conditions are not satisfied; uncertainties related to the proposed transaction terms, which may change materially; the risk that any required financing is not obtained on acceptable terms or at all; the risk that anticipated benefits of any transaction are not realized; risks associated with integrating Carbonium Core into TOMI's existing business; risks related to the development, scaling, and commercialization of nuclear-grade graphite and critical materials production; regulatory and compliance risks; NASDAQ listing compliance risks; and other risks and uncertainties described from time to time in the Company's filings with the U.S. Securities and Exchange Commission.

Forward-looking statements speak only as of the date they are made, and undue reliance should not be placed on such statements. The Company undertakes no obligation to update or revise any forward-looking statements, except as required by applicable law.

Contact Information

Thunder Rock Capital LLC
[email protected]
(727) 771-3116

SOURCE: Thunder Rock Capital

View the original press release on ACCESS Newswire

B.Torres--AT