Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Odyssey Marine Exploration, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share ("Common Stock") (Title of Class of Securities) |
676118201 (CUSIP Number) |
12/23/2024 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 676118201 |
| 1 | Names of Reporting Persons
Capital Latinoamericano, S.A. de C.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MEXICO
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,481,819.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.53 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. | 676118201 |
| 1 | Names of Reporting Persons
Juan Antonio Carlos Cortina Gallardo | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MEXICO
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,481,819.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.53 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Odyssey Marine Exploration, Inc. | |
| (b) | Address of issuer's principal executive offices:
205 S. Hoover Blvd., Suite 210, Tampa, Florida 33609 | |
| Item 2. | ||
| (a) | Name of person filing:
Capital Latinoamericano, S.A. de C.V.Juan Antonio Carlos Cortina Gallardo, as sole manager of Capital Latinoamericano, S.A. de C.V. | |
| (b) | Address or principal business office or, if none, residence:
The address for the principal business office of Capital Latinoamericano, S.A. de C.V. is:Monte Caucaso 915-6Lomas de ChapultepecMexico City 11000The address for the principal business office of Juan Antonio Carlos Cortina Gallardo is:Monte Caucaso 915-4Lomas de ChapultepecMexico City 11000 | |
| (c) | Citizenship:
Capital Latinoamericano, S.A. de C.V., a Mexico Sociedad Anonima de Capital VariableJuan Antonio Carlos Cortina Gallardo, Citizen of Mexico | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share ("Common Stock") | |
| (e) | CUSIP No.:
676118201 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Amount beneficially owned: 2,481,819 shares of Common StockOn December 23, 2024, the Issuer entered into a securities purchase agreement (the "Purchase Agreement") with Capital Latinoamericano, S.A. de C.V. and the other parties named therein. The shares of Common Stock reported in Item 4 include the shares issued to Capital Latinoamericano, S.A. de C.V. pursuant to the Purchase Agreement. All of the shares are owned beneficially by Capital Latinoamericano, S.A. de C.V. Juan Antonio Carlos Cortina Gallardo may be deemed to possess voting and dispositive power in his capacity as sole manager of and owner of a controlling interest in Capital Latinoamericano, S.A. de C.V. | |
| (b) | Percent of class:
The percentage of class beneficially owned is based on 21,730,370 shares of Common Stock issued and outstanding as of November 11, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 13, 2024, plus 7,377,912 shares of Common Stock issued pursuant to the Purchase Agreement.8.53 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
2,481,819 shares of Common Stock | ||
| (ii) Shared power to vote or to direct the vote:
0 shares of Common Stock | ||
| (iii) Sole power to dispose or to direct the disposition of:
2,481,819 shares of Common Stock | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 shares of Common Stock | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit A - Joint Filing Agreement |