Carbonium Core is going public through a merger with TOMI Environmental Solutions (Nasdaq: TOMZ), a listed company specializing in decontamination and disinfection services. The all-stock transaction values Carbonium Core at $120 million and aims to create the first publicly traded U.S. pure-play focused on the production of critical materials for advanced nuclear energy.
The definitive agreement was announced on June 29, 2026. Thunder Rock Capital, a Tampa-based investment bank, served as exclusive financial advisor to Carbonium Core throughout the deal’s structuring. Under the terms, Carbonium shareholders will receive TOMI common shares representing up to 19.99% of existing capital, plus a series of preferred shares convertible into common stock following shareholder approval. Upon full conversion, former Carbonium shareholders are expected to hold approximately 90% of the combined company. Closing is anticipated in the third quarter of 2026, subject to a minimum $10 million financing and Nasdaq listing approval.
Carbonium Core produces graphite and rare earth materials for advanced nuclear reactors, defense applications, and critical infrastructure. Its strategy is fully vertically integrated — spanning raw material sourcing, purification, graphitization, machining, and delivery of finished products. The company’s core competitive advantage is a proprietary purification technology developed in collaboration with Oak Ridge National Laboratory, enabling the production of nuclear-grade graphite from domestic feedstocks while keeping the entire manufacturing chain under U.S. control. This segment is currently dominated by foreign producers, particularly Chinese suppliers. The U.S. government’s FEOC — Foreign Entity of Concern — regulations are already pushing utilities and reactor developers to seek domestic alternatives for strategic materials.
The global graphite market is estimated at between $13 billion and $15 billion in 2026, with synthetic graphite — the most relevant category for nuclear applications — accounting for roughly $8–9 billion. Demand for non-Chinese materials is rising sharply, driven by the expansion of advanced reactor programs both in the United States and internationally. The combined company aims to secure a leading position in domestic nuclear graphite production and other critical materials required by many of the advanced reactor designs currently under development.
For TOMI, the merger represents a direct entry into the nuclear energy sector, backed by U.S. government support, with the goal of strengthening capital-raising capacity and improving compliance with Nasdaq listing requirements. The combined entity plans to advance materials commercialization, develop strategic agreements with reactor developers, and expand its intellectual property portfolio. Opportunities to support emerging advanced reactor programs in North America and international markets are already under consideration.
If the deal closes on schedule, Carbonium Core will become one of the very few publicly traded vehicles in the United States exclusively dedicated to the nuclear materials supply chain. With AI-driven data center power demand pushing governments to revive nuclear as a dispatchable energy source, securing a domestic supply chain for nuclear-grade graphite is no longer a technical footnote — it is an industrial and geopolitical priority.
