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SCHEDULE 13D Filed 2026-04-13 Event 2026-04-08 Intent: M&A-ARB SEC 0000902664-26-001975 →

Two Seas Capital LP ODYSSEY MARINE EXPLORATION INC OMEX

Stake: 9.99% Shares: 5,857,448 CUSIP: 676118201 Class: Common Stock, par value $0.0001 per share
AI Analyst Brief conf: medium
Two Seas Capital filed a 13D on OMEX the same day the company announced a merger with American Ocean Minerals Corporation, with the stake sized precisely at 9.99% — a threshold-hugging position consistent with an arb or blocking-stake play around the pending deal rather than a passive investment despite the boilerplate 'investment purposes' language.

Item 4 — Purpose of Transaction

The Reporting Persons acquired the securities reported herein for investment purposes in the ordinary course of business. The Reporting Persons acquired such securities because they believed that such securities, when purchased, represented an attractive investment opportunity. On April 8, 2026, the Issuer, Oceanus Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Issuer ("Merger Sub"), and American Ocean Minerals Corporation, a Delaware corporation ("AOM,") entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which Merger Sub will merge with and into AOM, with AOM surviving the merger and becoming a direct, wholly owned subsidiary of Odyssey (the "Merger"). In connection with the Merger Agreement, on April 8, 2026, the Issuer, AOM and TSC entered into a support agreement (the "Support Agreement") pursuant to which TSC agreed that at any meeting of the stockholders of the Issuer, it will (a) cause its voting shares of the Issuer to be counted as present thereat for the purpose of establishing a quorum, and (b) vote, or cause to be voted, all of its voting shares of the Issuer, (i) in favor of the Odyssey Share Issuance (as defined in the Merger Agreement), the Odyssey Articles Amendment (as defined in the Merger Agreement), and any other proposal, action, or matter necessary or advisable to consummate the other transactions contemplated by the Merger Agreement, as well as in accordance with other customary provisions. TSC also agreed to customary restrictions on any transfers of voting shares of the Issuer, subject to customary exceptions. The summary of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Support Agreement, a form of which is attached as Exhibit 99.2 hereto. Global Fund holds (a) warrants to purchase an aggregate of 217,896 shares of Common Stock at a strike price of $1.23 per share that expire on December 1, 2026 ("Tranche 1 Warrants"), (b) warrants to purchase an aggregate of 46,544 shares of Common Stock at a strike price of $2.05 per share that expire on December 1, 2026 ("Tranche 2 Warrants"), and (c) warrants to purchase an aggregate of 447,761 shares of Common Stock at a strike price of $3.35 per share that expire on December 10, 2027 (the "Tranche 3 Warrants", together with the Tranche 1 Warrants and Tranche 2 Warrants, the "Reported Warrants"). The Opportunities Fund holds 112,250 Tranche 1 Warrants and 23,997 Tranche 2 Warrants. The foregoing descriptions of the Tranche 1 Warrants, Tranche 2 Warrants, and Tranche 3 Warrants are qualified in their entireties by reference to the full texts of such warrants, the forms of which are included as Exhibit 99.3, Exhibit 99.4, and Exhibit 99.5, respectively, hereto and are incorporated by reference herein. The Reporting Persons have had, and may continue to have, discussions with the Issuer, stockholders or third parties regarding the Issuer's business operations, strategies, capital structure and other matters related to the Issuer, including, without limitation, the terms upon which TSC might support financially the separation of the Issuer's Mexican phosphate asset, PHOSAGMEX. Any of the foregoing discussions may also review options for maximizing shareholder value, enhancing the Issuer's corporate governance, improving capital or asset allocation or various strategic alternatives or operational or management initiatives, including one or more items in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the Issuer's financial position and strategic direction, actions taken by the Board, price levels of the Issuer's securities, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate. These actions may include: (i) acquiring additional shares of Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer (collectively, "Securities") in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D. Except as set forth herein, the Reporting Persons do not have present plans or proposa

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Short Interest · settle 2026-03-31
DTC 1.92
2,876,599 shares short · +17.5% vs prior

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