[SCHEDULE 13G/A] Avadel Pharmaceuticals plc Ordinary Share SEC Filing

Rhea-AI Filing Summary

Two Seas Capital LP, Two Seas Capital GP LLC and Sina Toussi filed a Schedule 13G/A reporting that Two Seas Global (Master) Fund LP holds 6,155,074 ordinary shares of Avadel Pharmaceuticals plc (CUSIP G29687103), representing 6.4% of the class as of June 30, 2025. The filing states that Two Seas Capital LP, as investment adviser to the Global Fund, and Two Seas Capital GP LLC, as its general partner, each may be deemed to have sole voting and dispositive power over these shares, and that Sina Toussi may be deemed to have those powers through his roles with the adviser and GP. The principal business office for the reporting persons is listed as 32 Elm Place, 3rd Floor, Rye, New York 10580. The filing references 96,777,000 shares outstanding used to calculate the 6.4% stake and is signed by Sina Toussi on 08/13/2025. The report covers the event date 06/30/2025.

Positive

• Material disclosure of a >5% position: 6,155,074 shares representing 6.4%
• Sole voting and dispositive power is expressly reported for the reporting persons
• Clear identification of the reporting entities and principal business address

Negative

• None.

Insights

Financial Analyst

TL;DR: Two Seas holds a disclosed 6.4% stake in Avadel with sole voting and dispositive power through fund and adviser structure.

The Schedule 13G/A documents a beneficial ownership position of 6,155,074 shares (6.4%) in Avadel based on 96,777,000 shares outstanding. From an investor-analysis perspective, a >5% position is material because it must be disclosed and signals a sizable passive stake. The filing attributes sole voting and dispositive power to the adviser and related entities, clarifying control lines: Two Seas Capital LP as investment adviser, Two Seas Capital GP LLC as general partner, and Sina Toussi in executive roles. No transaction details, intent to influence control, or changes in holdings are disclosed in this statement, so there is no further financial impact data provided.

Corporate Governance Expert

TL;DR: Disclosure clarifies governance relationships and confirms reporting persons exercise sole voting and dispositive authority over the disclosed stake.

The filing clearly identifies the reporting chain and governance roles: the Global Fund holds the shares, TSC is the investment adviser with discretion, TSC GP is the general partner, and Sina Toussi is the managing member/CIO. The statement asserts holdings were acquired in the ordinary course of business and not to influence control. For governance review, the form supplies necessary identification, ownership percentages, and certification language but does not indicate any proposed actions or nominations. This is a routine, material ownership disclosure without further governance commitments disclosed.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Avadel Pharmaceuticals plc

(Name of Issuer)

Ordinary Shares, nominal value $0.01 per share

(Title of Class of Securities)

G29687103

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. G29687103

1

Names of Reporting Persons

Two Seas Capital LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 6,155,074.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 6,155,074.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,155,074.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.4 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. G29687103

1

Names of Reporting Persons

Two Seas Capital GP LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 6,155,074.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 6,155,074.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,155,074.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.4 %

12

Type of Reporting Person (See Instructions)

OO, HC

SCHEDULE 13G

CUSIP No. G29687103

1

Names of Reporting Persons

Sina Toussi

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 6,155,074.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 6,155,074.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,155,074.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.4 %

12

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Avadel Pharmaceuticals plc
(b)	Address of issuer's principal executive offices: 10 Earlsfort Terrace, Dublin 2, Ireland, D02 T380
Item 2.
(a)	Name of person filing: 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 Ordinary Shares, nominal value $0.01 per share (the "Shares"), held by Two Seas Global (Master) Fund LP (the "Global Fund"). The principal business of TSC is providing investment advice as a registered investment adviser and serving as investment manager to the Global Fund. As such, TSC has been granted investment discretion over portfolio investments, including the Shares, held by or for the account of the Global Fund, including the Global Fund's 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.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is 32 Elm Place - 3rd Floor, Rye, New York 10580.
(c)	Citizenship: (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.
(d)	Title of class of securities: Ordinary Shares, nominal value $0.01 per share
(e)	CUSIP No.: G29687103
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);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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).
Item 4.	Ownership
(a)	Amount beneficially owned: Amount beneficially owned as of June 30, 2025: TSC - 6,155,074 Shares TSC GP - 6,155,074 Shares Sina Toussi - 6,155,074 Shares
(b)	Percent of class: Percent of class as of June 30, 2025: TSC - 6.4% TSC GP - 6.4% Sina Toussi - 6.4% The Shares reported for Item 4 total 6,155,074 Shares 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 Global Fund, through its capacity as investment adviser of the Global Fund. TSC GP may be deemed to have sole power to vote and sole power to dispose of the Shares held by the Global Fund, 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 Global Fund, through his capacity as Managing Member of TSC GP. The percentages reported for Item 4(b) are calculated based on a total of 96,777,000 Shares outstanding on June 30, 2025, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: As of June 30, 2025, the Reporting Persons had sole power to vote or to direct the vote of 6,155,074 Shares.
	(ii) Shared power to vote or to direct the vote: As of June 30, 2025, the Reporting Persons had shared power to vote or to direct the vote of 0 Shares.
	(iii) Sole power to dispose or to direct the disposition of: As of June 30, 2025, the Reporting Persons had sole power to dispose or to direct the disposition of 6,155,074 Shares.
	(iv) Shared power to dispose or to direct the disposition of: As of June 30, 2025, the Reporting Persons had shared power to dispose or to direct the disposition of 0 Shares.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See disclosure in Item 4, which is incorporated by reference herein.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See disclosure in Item 2, which is incorporated by reference herein.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

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, I certify that the information set forth in this statement is true, complete and correct.

Two Seas Capital LP

Signature:	/s/ Sina Toussi
Name/Title:	Sina Toussi / Managing Member of Two Seas Capital GP LLC, its General Partner
Date:	08/13/2025

Two Seas Capital GP LLC

Signature:	/s/ Sina Toussi
Name/Title:	Sina Toussi / Managing Member
Date:	08/13/2025

Sina Toussi

Signature:	Sina Toussi / Managing Member
Name/Title:	Sina Toussi/Self
Date:	08/13/2025

FAQ

Who filed the Schedule 13G/A for Avadel (AVDL)?

The filing was made by Two Seas Capital LP, Two Seas Capital GP LLC, and Sina Toussi on behalf of the Global Fund.

How many Avadel (AVDL) shares does Two Seas report owning?

6,155,074 shares are reported as beneficially owned by the Global Fund.

What percentage of Avadel (AVDL) does the reported stake represent?

The reported stake represents 6.4% of the class based on 96,777,000 shares outstanding used for the calculation.

What voting or dispositive power do the reporting persons claim?

The filing states the reporting persons have sole power to vote and sole power to dispose of the 6,155,074 shares.

What dates are relevant to this filing?

The event date is 06/30/2025 and the filing is signed on 08/13/2025.