Sec Form 13G Filing - Two Seas Capital LP filing for ODYSSEY MARINE EXPL INC NE (OMEX) - 2023-02-13

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. 3)*

Odyssey Marine Exploration, Inc.

(Name of Issuer)

Common Stock, par value $.0001 per share

(Title of Class of Securities)

676118201

(CUSIP Number)

December 31, 2022

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

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.

Amendment No. 3 to Schedule 13G

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”)

This statement relates to Shares (as defined in Item 2(d) below) held by the Two Seas Litigation Opportunities Fund LLC (the “Litigation Fund”), Two Seas Duration Litigation Opportunities Fund LLC (the “Duration Fund”) and Two Seas Global (Master) Fund LP (the “Global Fund”, and together with the Litigation Fund and the Duration 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 Duration Fund, Litigation 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 Duration Fund, Litigation 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 1058 0.

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

676118201

TSC- 2,012,827 shares

TSC GP- 2,012,827 shares

Sina Toussi - 2,012,827 shares

TSC- 9.99%

TSC GP- 9.99%

Sina Toussi - 9.99%

(i) Sole power to vote or to direct the vote: 2,012,827

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

(iii) Sole power to dispose or to direct the disposition of: 2,012,827

(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: 2,012,827

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

(iii) Sole power to dispose or to direct the disposition of: 2,012,827

(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: 2,012,827

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

(iii) Sole power to dispose or to direct the disposition of: 2,012,827

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

The Shares reported for Item 4 total 2,012,827, of which 96,692 are held by the Litigation Fund, 920,249 are held by the Duration 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 640,953 shares that may be obtained within 60 days through the exercise of warrants, of which 85,476 are held by the Litigation Fund, 335,328 are held by the Duration Fund and the remaining portion is held by the Global Fund. Warrants for an additional 227,612 Shares are not presently exercisable due to a limitation on exercise.

The percentages reported for Item 4(b) are calculated based on a total of 19,507,469 Shares outstanding on October 25, 2022 as disclosed in the Issuer’s Form 10-Q filed November 15, 2022.

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.