Thunder Rock Capital Serves as Exclusive Advisor to Carbonium Core, Inc. in Connection with Its Letter of Intent to Merge with TOMI Environmental Solutions
TAMPA, FL / ACCESS Newswire / April 30, 2026 /Thunder Rock Capital LLC ( "Thunder Rock Capital "), a leading investment banking firm specializing in M&A, capital markets, and structured finance, today announced that it is serving as exclusive M&A advisor to Carbonium Core, Inc. in connection with its signed non-binding Letter of Intent ( "LOI ") to merge with TOMI Environmental Solutions, Inc. (NASDAQ:TOMZ).
Transaction Overview
A to-be-created wholly owned subsidiary of the Company will merge with Carbonium Core, such that Carbonium Core will become a wholly owned subsidiary of the Company (the "Merger "). The former Carbonium Core stockholders (i.e. stockholders of Carbonium Core prior to the Merger) will receive, as Merger consideration, (i) shares of TOMI common stock equal to 19.99% of the Company 's outstanding shares of common stock as of immediately prior to the Merger and (ii) shares of a newly created series of preferred stock of the Company, convert into TOMI common stock upon Stockholder Approval. With the shares of TOMI common stock and the newly created preferred stock the enterprise valuation of Carbonium Core will be in the amount of $120 million as of the date of the LOI, subject to further due diligence. The Merger is subject to execution of definitive agreements and customary closing conditions.
Thunder Rock Capital 's Role
Thunder Rock Capital acted as exclusive M&A advisor to Carbonium Core, providing strategic guidance, transaction structuring, and negotiation support throughout the process. The engagement underscores Thunder Rock 's ability to advise on complex, cross-sector transactions at the intersection of advanced materials, energy transition, and public market platforms.
Strategic Rationale
The Proposed Transaction is intended to diversify TOMI 's business by combining a domestic platform in lithium and advanced graphite materials with the Company 's existing SteraMist® disinfection and decontamination business. The materials will be utilized in TOMI 's entrance into the disinfection market for autonomous vehicles (Robotaxis) and for decontamination using battery-operated aerial drones. Carbonium Core 's vertically integrated U.S. production, including its exclusive purification technology developed in collaboration with Oak Ridge National Laboratory, is designed to convert domestically sourced carbon feedstock into reactor-qualified graphite within a fully U.S.-controlled supply chain. The Company believes this profile is increasingly differentiated as policymakers and end-users seek to reduce reliance on foreign-controlled sources of nuclear-grade and other strategic materials including lithium.
Varun Ajjarapu, Co-Founder of Thunder Rock Capital, commented:
"This transaction reflects a broader shift toward securing domestic supply chains for critical materials and aligning them with scalable public market platforms. We believe Carbonium Core 's differentiated technology and vertically integrated model position it to play a key role in the future of advanced nuclear and energy infrastructure. Our role was to structure and position this transaction to maximize long-term strategic value for all stakeholders. "
About Carbonium Core, Inc.
Carbonium Core, Inc. is a U.S.-based advanced materials company focused on producing nuclear-grade graphite for fourth-generation reactors. Its mission is to secure a resilient, sustainable, and competitive domestic supply of this critical material through science, innovation, and responsible sourcing. Carbonium Core combines materials engineering, exclusive purification technology developed in collaboration with Oak Ridge National Laboratory, a vertically integrated mine-to-reactor supply chain, and scalable production. For more information, visit https://carboniumcore.com./
About Thunder Rock Capital LLC
Thunder Rock Capital LLC is an investment banking firm focused on mergers and acquisitions, capital markets, and strategic advisory. The firm partners with middle-market and emerging growth companies to structure and execute complex transactions, with a focus on long-term value creation.
About TOMI Environmental Solutions, Inc.
TOMI Environmental Solutions, Inc.® (NASDAQ:TOMZ) is a global company specializing in disinfection and decontamination utilizing its premier SteraMist® Brand of products, a hydrogen peroxide-based mist and fog. SteraMist® is registered with the U.S. Environmental Protection Agency (EPA) and is powered by TOMI 's proprietary Binary Ionization Technology® (BIT™), a patented and registered process that uses cold plasma science to deliver a low-percentage hydrogen peroxide-based ionized Hydrogen Peroxide (iHP®) for the elimination of contaminants on surfaces and in indoor environments.
TOMI 's products and services are used across multiple end markets, including healthcare, autogenous vehicles, including Robo taxis, drones, life sciences, food safety, and commercial applications, with customers ranging from hospitals and pharmaceutical facilities to research labs, biosafety facilities, and other commercial and government entities. TOMI is headquartered in Frederick, Maryland.
For more information, visit www.tomimist.com or follow TOMI on LinkedIn.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, among other things, statements regarding the anticipated timing, proposed terms, and the Company 's ability to consummate the Proposed Transaction with Carbonium Core; the anticipated benefits of the Proposed Transaction; the size and growth of the relevant end markets; the Company 's market position and market opportunity; and expectations and plans regarding product development, manufacturing, and commercialization. These statements are based on TOMI 's current expectations, estimates, and projections regarding its business, operations, and other factors, and are subject to known and unknown risks, uncertainties, and assumptions. References to third-party industry estimates regarding the size of the global graphite and synthetic graphite markets reflect estimates produced by independent research providers, are inherently uncertain, and may differ materially across sources. Words such as "may, " "will, " "could, " "would, " "should, " "anticipate, " "predict, " "potential, " "continue, " "expect, " "intend, " "plan, " "project, " "believe, " "estimate, " and similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain such words. Investors should not place undue reliance on forward-looking statements. Actual results may differ materially because of various factors, including uncertainties inherent in the negotiation of business transactions, the ability to satisfy closing conditions (including Stockholder Approval), and other risks described in the Company 's filings with the SEC. The Company undertakes no obligation to revise or update information in this release to reflect events or circumstances after the date hereof, except as required by law.
Contact Information
Thunder Rock Capital LLC
va@thunderrockcapital.com
https://www.thunderrockcapital.com
(727) 771-3116
SOURCE: Thunder Rock Capital
View the original press release on ACCESS Newswire
© 2026 ACCESS Newswire. All Rights Reserved.
