| 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. ("Cap Lat")
Promotora de Inversiones Caplat Espana, S.L. ("Cap Lat ES"), a wholly-owned subsidiary of Capital Latinoamericano, S.A. de C.V.
Juan Antonio Carlos Cortina Gallardo, as sole manager and shareholder 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 915-6
Lomas de Chapultepec
Mexico City 11000
The address for the principal business office of Promotora de Inversiones CapLat Espana, SL is:
Avenida Diagonal 131
Barcelona, 08018, Espana
The address for the principal business office of Juan Antonio Carlos Cortina Gallardo is:
Monte Caucaso 915-4
Lomas de Chapultepec
Mexico City 11000 |
| (c) | Citizenship:
Capital Latinoamericano, S.A. de C.V., a Mexican Foreign Corporation
Promotora de Inversiones Caplat Espana, S.L., a Spain Foreign Corporation
Juan Antonio Carlos Cortina Gallardo, Citizen of Mexico |
| (d) | Title of class of securities:
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:
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| (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: 3,931,466 shares of Common Stock
On December 23, 2024, the Issuer entered into a securities purchase agreement (the "Purchase Agreement") with Cap Lat and the other parties named therein. The shares of Common Stock reported in Item 4 include (i) the shares issued to Cap Lat pursuant to the Purchase Agreement and (ii) the shares issued or issuable to Cap Lat pursuant to a right to purchase additional shares under the Purchase Agreement that became exercisable on April 25, 2025. On July 25, 2025, Cap Lat assigned its remaining right to purchase shares under the Purchase Agreement to Cap Lat ES, and on July 29. 2025, Cap Lat contributed 1,991,998 shares of Common Stock to Cap Lat ES. On July 31, 2025, Cap Lat ES purchased additional shares pursuant to the right to purchase shares under the Purchase Agreement.
As of July 31, 2025, all of the shares are held by Cap Lat ES and owned beneficially by Cap Lat. Cap Lat ES. is wholly-owned subsidiary of Cap Lat. 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 Cap Lat. |
| (b) | Percent of class:
11.64%
The percentage of class beneficially owned is based on 31,335,539 shares of Common Stock issued and outstanding as of May 7, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 12, 2025, plus 2,428,747 shares of Common Stock issued to the Reporting Persons pursuant to the right to purchase under the Purchase Agreement. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
3,931,466 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:
3,931,466 shares of Common Stock
|
| | (iv) Shared power to dispose or to direct the disposition of:
0 shares of Common Stock
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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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. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)