Amendment: SEC Form SC 13G/A filed by Odyssey Marine Exploration Inc.

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d)AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

(Amendment No. 5)*

Odyssey Marine Exploration, Inc.

(Name of Issuer)

Common Stock, par value $.0001 per share

(Title of Class of Securities)

676118201

(CUSIP Number)

September 30, 2024

(Date of Event which Requires Filing of this Statement)

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

  

*	Based on the number of Shares of Common Stock, par value $0.0001 per share, of Odyssey Marine Exploration, Inc. (the “Issuer”) outstanding on August 5, 2024, as disclosed in the Issuer’s Form 10-Q filed on August 8, 2024. See disclosure in Item 4 for further information.

*	Based on the number of Shares of Common Stock, par value $0.0001 per share, of the Issuer outstanding on August 5, 2024, as disclosed in the Issuer’s Form 10-Q filed on August 8, 2024.  See disclosure in Item 4 for further information.

 

 

Odyssey Marine Exploration, Inc. (the “Issuer”)

 

205 S. Hoover Blvd., Suite 210

Tampa, Florida 33609

 

The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)

 

	i)	Two Seas Capital LP (“TSC”);
	ii)	Two Seas Capital GP LLC (“TSC GP”); and
	iii)	Sina Toussi.

This statement relates to Shares (as defined in Item 2(d) below) held by the Two Seas Litigation Opportunities Fund LLC (the “Opportunities Fund”) and Two Seas Global (Master) Fund LP (the “Global Fund”, and together with the Opportunities Fund, collectively the “Funds”) and Sina Toussi. The principal business of TSC is providing investment advice as a registered investment adviser and serving as investment manager to the Opportunities Fund, and Global Fund. As such, TSC has been granted investment discretion over portfolio investments, including the Shares, held by or for the account of the Opportunities Fund, and Global Fund, including the Funds’ voting and discretionary decisions. TSC GP serves as general partner of TSC. Sina Toussi serves as the chief investment officer of TSC and managing member of TSC GP.

 

The address of the principal business office of each of the Reporting Persons is 32 Elm Place-3RD Floor, Rye, New York 10580.

 

 

	i)	Two Seas Capital LP is a Delaware limited partnership;
	ii)	Two Seas Capital GP LLC is a Delaware limited liability company; and
	iii)	Sina Toussi is a United States citizen.

   

Common Stock, par value $.0001 per share (the “Shares”)

 

676118201

 

 

 

TSC- 1,816,384 shares

TSC GP- 1,816,384 shares

Sina Toussi - 1,816,384 shares

 

TSC- 8.1%

TSC GP- 8.1%

Sina Toussi - 8.1%

(i) Sole power to vote or to direct the vote: 1,816,384

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 1,816,384

(iv) Shared power to dispose or to direct the disposition of: 0

Number of shares as to which TSC GP has:

(i) Sole power to vote or to direct the vote: 1,816,384

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 1,816,384

(iv) Shared power to dispose or to direct the disposition of: 0

Number of shares as to which Sina Toussi has:

(i) Sole power to vote or to direct the vote: 1,816,384

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 1,816,384

(iv) Shared power to dispose or to direct the disposition of: 0

The Shares reported for Item 4 total 1,816,384, 183,977 of which are held by the Opportunities Fund, and the remaining portion is held by the Global Fund. TSC may be deemed to have sole power to vote and sole power to dispose of the Shares held by the Funds, through its capacity as investment adviser of the Funds. TSC GP may be deemed to have sole power to vote and sole power to dispose of the Shares held by the Funds, through its capacity as general partner of TSC. Sina Toussi may be deemed to have sole power to vote and sole power to dispose of the Shares owned by the Funds, through his capacity as Managing Member of each Fund Manager and TSC.

The aforementioned shares reported for Item 4 include 1,716,384 shares that may be obtained within 60 days through the exercise of warrants, of which 183,977 are held by the Opportunities Fund and the remaining portion is held by the Global Fund.

The percentages reported for Item 4(b) are calculated based on a total of 20,594,180 Shares outstanding on August 5, 2024, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 8, 2024 plus the exercisable warrants.

This Item 5 is not applicable.

 

See disclosure in Item 4, which is incorporated by reference herein.

 

See disclosure in Item 2, which is incorporated by reference herein.

 

This Item 8 is not applicable.

 

This Item 9 is not applicable.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.