Two Seas Capital and related reporting persons disclosed beneficial ownership of 3,154,808 shares of Odyssey Marine Exploration common stock, equal to 9.5% of the class based on a 31,335,539 share base. The position includes 1,430,769 shares held by the Global Fund and 1,724,039 shares that may be obtained within 60 days through warrants or purchase rights, with the filing listing the underlying instruments by fund.
The filing states that Two Seas Capital (as investment adviser), Two Seas Capital GP LLC, and Sina Toussi have sole voting and sole dispositive power over the reported shares and shares issuable on exercise. The Schedule 13G/A includes a certification that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
Positive
Material ownership disclosed: 3,154,808 shares representing 9.5% of the class
Sole voting and dispositive power documented for the reporting persons over the reported shares
Detailed disclosure of warrants and rights, including the split between funds and the number of instruments
Negative
Near-term exercisable instruments: 1,724,039 shares may be obtained within 60 days via warrants or purchase rights, which could alter economic exposure
Percentage basis sensitivity: the 9.5% figure is calculated using 31,335,539 shares outstanding as of May 7, 2025, so the reported percentage depends on that share count
Insights
TL;DR: Two Seas holds a material 9.5% OMEX stake that is disclosed as passive, while warrants raise near-term economic exposure.
Two Seas' reported 3,154,808-share position represents a material ownership level for Odyssey Marine Exploration and therefore is investor-relevant. The Schedule 13G/A characterizes the stake as held in the ordinary course and not intended to influence control, which limits immediate governance implications. However, the filing explicitly discloses 1,724,039 shares issuable within 60 days via warrants and purchase rights, which could increase economic exposure if exercised. Impact assessment: impactful on disclosure grounds but filed as passive; net effect appears neutral on control today.
TL;DR: Reporting shows sole voting/dispositive power over a significant OMEX stake, but Schedule 13G treatment signals passive intent.
The filing documents that Two Seas Capital, its GP, and Sina Toussi each may be deemed to have sole voting and dispositive power over the reported shares, which is important for governance tracking. Filing on Schedule 13G/A with the Item 10 certification indicates the holders assert a non-control, ordinary-course position. From a governance perspective this is impactful for ownership monitoring but does not, on its face, indicate an activist or control-seeking intent.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
Odyssey Marine Exploration, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
676118201
(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.
676118201
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
3,154,808.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,154,808.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,154,808.00
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)
9.5 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
676118201
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
3,154,808.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,154,808.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,154,808.00
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)
9.5 %
12
Type of Reporting Person (See Instructions)
OO, HC
SCHEDULE 13G
CUSIP No.
676118201
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
3,154,808.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,154,808.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,154,808.00
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)
9.5 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
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:
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 Common Stock, par value $0.0001 per share (the "Shares"), 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"). 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.
(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:
Common Stock, par value $0.0001 per share
(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);
(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 - 3,154,808 Shares
TSC GP - 3,154,808 Shares
Sina Toussi - 3,154,808 Shares
(b)
Percent of class:
Percent of class as of June 30, 2025:
TSC - 9.5%
TSC GP - 9.5%
Sina Toussi - 9.5%
The Shares deemed to be beneficially owned reported for Item 4 total 3,154,808. The aforementioned Shares reported for Item 4 include (i) 1,430,769 Shares held by the Global Fund and (ii) 1,724,039 Shares that may be obtained within 60 days through the exercise of warrants, after giving effect to beneficial ownership limitations, or the exercise of certain purchase rights, which are also subject to beneficial ownership limitations. The total number of warrants and rights that would, in the absence of the beneficial ownership blocker, relate to the Shares include (i) 183,977 warrants to purchase Shares held by the Opportunities Fund, (ii) 1,072,407 warrants to purchase Shares held by the Global Fund, and (iii) 467,655 rights to purchase Shares held by Global Fund. TSC may be deemed to have sole power to vote and sole power to dispose of the Shares and Shares issuable upon the exercise of warrants or purchase rights 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 and Shares issuable upon the exercise of warrants or purchase rights 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 and Shares issuable upon the exercise of warrants or purchase rights, through his capacity as Managing Member of TSC GP.
The percentages reported for Item 4(b) are calculated based on a total of 31,335,539 Shares outstanding on May 7, 2025, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 12, 2025, plus the Shares issuable upon the exercise of exercisable warrants.
(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 3,154,808 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 3,154,808 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
How many OMEX shares does Two Seas Capital beneficially own?
Two Seas Capital and the related reporting persons report beneficial ownership of 3,154,808 shares of Odyssey Marine Exploration common stock.
What percent of OMEX does the position represent?
The reported position represents 9.5% of the class based on a 31,335,539 share denominator disclosed by the issuer.
How is the 3,154,808-share position composed?
The position includes 1,430,769 shares held by the Global Fund and 1,724,039 shares that may be obtained within 60 days through warrants or purchase rights.
Do the reporting persons have voting or dispositive power over the OMEX shares?
Yes. The filing states the reporting persons have sole voting power and sole dispositive power over the 3,154,808 shares.
What type of SEC filing was submitted for OMEX?
The document is a Schedule 13G/A amendment (Amendment No. 8) reporting beneficial ownership information.
Did the filers indicate intent to influence control of OMEX?
The filing includes a certification that the securities were acquired and are held in the ordinary course of business and were not acquired to change or influence control of the issuer.
