Fair value measurements | NOTE 10 - FAIR VALUE MEASUREMENTS The Company did not have any financial assets measured on a recurring basis. The following tables summarize our fair value hierarchy for our financial liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023. Fair Value Level June 30, 2024 December 31, 2023 Liabilities 37N Note embedded derivative 3 $ 251,298 $ 702,291 Put option liability 3 5,393,909 5,637,162 Litigation financing 3 53,461,815 52,115,647 Warrant liabilities issued with debt (December 2023 Warrants) 3 3,397,288 2,392,563 Warrant liabilities issued with equity (2022 Warrants) 3 13,046,608 13,399,822 March 2023 Warrants 3 7,424,985 — Total of fair valued liabilities $ 82,975,903 $ 74,247,485 At June 30, 2024, the Company recorded the 37N Note at fair value, Level 3, for which the valuation techniques used to measure the fair value of the Company’s debt instruments are generally based on observable inputs other than quoted prices in active market. The OML equity exchange agreement, that results in a Put option liability (the “Put Option”), and Litigation financing are measured at fair value, Level 3. The OML Put Option valuation was based on the exercise period of the equity exchange agreement, share price and volatility. The Litigation Financing valuation was based on the following assumptions: amounts funded by the Funder, the corresponding IRR calculation, applicable percentage applicable to the recovery percentage calculation and management’s good-faith estimates for estimated outcome probabilities and estimated debt repayment dates. The 2022 Warrants, the December 2023 Warrants and the March 2023 Warrants are measured at fair value, Level 3, using a Black-Scholes valuation model. The assumptions used in this model included the use key inputs, including expected stock volatility, the risk–free interest rate, the expected life of the option and the expected dividend yield. Expected volatility is calculated based on the historical volatility of our Common Stock over the term of the warrant. Risk–free interest rates are calculated based on risk–free rates for the appropriate term. The expected life is estimated based on contractual terms as well as expected exercise dates. The dividend yield is based on the historical dividends issued by us. If the volatility rate or risk-free interest rate were to change, the value of the warrants would be impacted. Changes in our Level 3 fair value measurements were as follows: March 2023 37N Note Put option Litigation December 2022 Warrants Total Year ended December 31, 2023 $ — $ 702,291 $ 5,637,162 $ 52,115,647 $ 2,392,563 $ 13,399,822 $ 74,247,485 Change in fair value ( 2,491,420 ) ( 365,434 ) ( 1,252,385 ) 576,173 ( 124,091 ) ( 4,197,744 ) ( 7,854,901 ) Classification of warrants as liability 7,754,438 — — — — — 7,754,438 Three months ended March 31, 2024 5,263,018 336,857 4,384,777 52,691,820 2,268,472 9,202,078 74,147,022 Debt conversion - 55,000 common shares ( 96,582 ) ( 96,582 ) Change in fair value 2,161,967 11,023 1,009,132 769,995 1,128,816 3,844,530 8,925,463 Six months ended June 30, 2024 $ 7,424,985 $ 251,298 $ 5,393,909 $ 53,461,815 $ 3,397,288 $ 13,046,608 $ 82,975,903 Year ended December 31, 2022 $ — $ — $ — $ 45,368,948 $ — $ 13,602,467 $ 58,971,415 Change in fair value — — — 1,685,517 — ( 4,732,403 ) ( 3,046,886 ) Other — — — 2,528 — — 2,528 Three months ended March 31, 2023, As Restated — — — 47,056,993 — 8,870,064 55,927,057 Issuance of new instrument — 423,696 — — — — 423,696 Issuance of new funding — — — 4,633 — — 4,633 Change in fair value — — — 1,682,988 — 1,076,881 2,759,869 Six months ended June 30, 2023, As Restated $ — $ 423,696 $ — $ 48,744,614 $ — $ 9,946,945 $ 59,115,255 Additional information about the Litigation Financing liability, the 2022 Warrants, the December 2023 Warrants and the March 2023 Warrants is included in Note 9, Loans Payable . Derivative Financial Instruments Litigation financing On June 14, 2019, Odyssey and ExO (together, the “Claimholder”), and Poplar Falls LLC (the “Funder”) entered into an International Claims Enforcement Agreement (the “Agreement”), as amended in January 2020, December 2020, June 2021 and March 2023, pursuant to which the Funder agreed to provide financial assistance to the Claimholder to facilitate the prosecution and recovery of the claim by the Claimholder against the United Mexican States under Chapter Eleven of the North American Free Trade Agreement (“NAFTA”) for violations of the Claimholder’s rights under NAFTA related to the development of an undersea phosphate deposit off the coast of Baja Sur, Mexico (the “Project”), on our own behalf and on behalf of ExO and United Mexican States (the “Subject Claim”). Pursuant to the Agreement, as amended, the Funder agreed to specified fees and expenses regarding the Subject Claim (the “Claims Payments”) incrementally and at the Funder’s sole discretion. The fair value of this derivative instrument at June 30, 2024 and December 31, 2023 was $ 53.5 million and $ 52.1 million, respectively, and is recorded in our consolidated balance sheet in Litigation financing and other. The Company determined that the financing arrangement was a derivative, measured at fair value within the scope of ASC 815 Derivatives and Hedging . Subsequently, any changes in the fair value of the derivative are reported in earnings for the period. Fair value was calculated as the midpoint of estimated ranges of the probability-weighted present value of potential results based on management assumptions. As such, the fair value of the obligation on June 30, 2024 and December 31, 2023 was $ 53.5 million and $ 52.1 million, respectively, with changes in the fair value of increases of $ 0.8 million and $ 1.7 million for the three months ended June 30, 2024 and 2023 , respectively, and increases of $ 1.4 million and $ 3.4 million for the six months ended June 30, 2024 and 2023, respectively. 37N Note See Note 9, Loans Payable, for discussion related to the accounting for the 37N embedded derivative. Warrant Liability 2022 Warrants On June 10, 2022, we sold an aggregate of 4,939,515 shares of our Common Stock and the 2022 Warrants to holders to purchase up to 4,939,515 shares of our Common Stock (“ 2022 Warrants ”). The net proceeds received from sale, after offering expenses of $ 1.8 million, were $ 14.7 million. The shares of common stock and warrants were sold in units, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock at an exercise price of $ 3.35 (the “2022 Warrant Price”) per share of common stock. Each unit was sold at a negotiated price of $ 3.35 per unit. The 2022 Warrants are exercisable at any time beginning on December 10, 2022 , and ending on the close of business on June 10, 2027 . The Company determined that the 2022 Warrants meet the definition of a derivative and are not considered indexed to the Company’s own stock due to the input related to the price per share and any non-cash consideration. Management determined that this input would preclude the 2022 Warrants from being indexed to the Company’s stock given that this input could be affected by variables that are extraneous to the pricing of a fixed-for-fixed option or forward contract on equity shares. As such, the 2022 Warrants were recognized as derivative liabilities and will be initially and subsequently measured at fair value with the gain or loss due to changes in fair value recognized in the current period. The Company noted that when debt is issued with liability-classified stock purchase warrants, the residual method should be used so that the warrants are recognized at fair value at issuance and the residual proceeds are allocated to the debt. The fair value of the obligation on June 30, 2024 and December 31, 2023 was $ 13.0 million and $ 13.4 million, respectively, with changes in the fair value of increases of $ 3.8 million and $ 1.1 million for the three months ended June 30, 2024 and 2023 , respectively, and decreases of $ 0.4 million and $ 3.7 million for the six months ended June 30, 2024 and 2023, respectively. March 2023 Warrants and December 2023 Warrants See Note 9, Loans Payable , for discussion related to the accounting for the March 2023 Warrants and the December 2023 Warrants. Put Option Liability See Note 6, Investment in unconsolidated entities , for discussion regarding the Ocean Minerals, LLC Exchange Agreement. |