Amendment to Annual Report (Form 10-K/A)

Table of Contents

PART I

Item 2. Properties.

We are engaged in marine mineral exploration and development and hold, directly or indirectly, interests in a portfolio of offshore mineral projects located in the Americas and the Pacific. Our portfolio includes projects targeting phosphate sands, polymetallic nodules, and other strategic mineral deposits. We also lease office space in Tampa, Florida.

We have evaluated whether our mining operations are material to our business or financial condition under Subpart 1300 of Regulation S-K. For purposes of the evaluation, our "mining operations" include operations on all mining properties that we:

In determining whether our mining operations are material to our business or financial condition, we have (a) considered both quantitative and qualitative factors, assessed in the context of our overall business and financial condition, (b) aggregated mining operations on all of our mining properties, regardless of the stage of the mining property, and size or type of commodity produced, and (c) included, for each property, as applicable, all related activities from exploration through extraction to the first point of material external sale. Based upon our evaluation, we have determined that our mining operations are material to our business or financial condition.

Summary of Mineral Properties

We do not operate, nor is it probable that we will operate, any mining property under a lease or other legal agreement that grants us ownership or similar rights. Similarly, there is no mining property in which we have, or it is probable that we will have, an associated royalty or similar right. With respect to all of our mineral projects, we have an indirect economic interest in the mineral property.

The table below provides, in accordance with Item 1303 of Regulation S-K, an overview of the mineral properties in which the Company holds an indirect economic interest.

As of December 31, 2025, all the projects identified in the table above were in the exploration stage. No mineral reserves have been disclosed for any of the mineral properties. No commercial harvesting or mineral production has occurred on of the mineral properties. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that any mineral resource will be converted into a mineral reserve. Information regarding the Phosagmex Project has been omitted from the table above because the related mining concessions have been revoked and not restored as of the date of this report. In November 2025, the Company submitted an Unsolicited Request for Lease Sale of Marine Mineral Exploration and Development Rights to U.S. Department of the Interior's Bureau of Ocean Energy Management but has not been granted the requested lease sale as of the date of this report.

In accordance with Rule 12b-23 under the Securities Exchange Act of 1934, as amended, the maps and other information required by Item 1303(b) of Regulation S-K with respect to the CIC Project and the OML Project are hereby incorporated by reference to the Company's Registration Statement on Form S-4, as filed with the SEC on May 11, 2026, under the heading "Information About CIC- Assets and Properties" and under the heading "Information About OML- Business Plan-Moana-1 Project." The Registration Statement on Form S-4 can be accessed at https://www.sec.gov/Archives/edgar/data/798528/000119312526215704/d104064ds4.htm#toc104064_26.

Individual Mineral Properties

In accordance with Rule 12b-23 under the Securities Exchange Act of 1934, as amended, the maps and other information required by Item 1304 of Regulation S-K with respect to the CIC Project and the OML Project is hereby incorporated by reference to the Company's Registration Statement on Form S-4, as filed with the SEC on May 11, 2026, under the heading "Information About CIC- Assets and Properties" and under the heading "Information About OML- Business Plan-Moana-1 Project." The Registration Statement on Form S-4 can be accessed at https://www.sec.gov/Archives/edgar/data/798528/000119312526215704/d104064ds4.htm#toc104064_26.

Internal Controls

As of December 31, 2025, we held indirect, minority economic interests in the CIC Project and the OML Project, and our Lihir Gold Project was in the exploration stage, although we have not undertaken exploration activities with respect to the Lihir Gold Project since 2024. For those reasons, we have not established or implemented formal internal controls over mineral resource or reserve estimation. We expect to establish internal controls as exploration activities advance and mineral resource estimates are prepared.

We have in place procedures to gather certain information from CIC Limited and OML concerning the CIC Project and the OML Project, respectively, including reviewing reports prepared or commissioned by CIC Limited and OML, reviewing other information provided to us by CIC Limited and OML, and, in some cases, discussing the properties with their management and reviewing information gained from site visits.

Other Properties

We lease office space in Tampa, Florida, which serves as our principal executive office. We believe these facilities are adequate for our current operations.

PART IV

Item 15. Exhibits and Financial Statement Schedules

The following documents are filed as part of this Annual Report on Form 10-K:

1. (a) Consolidated Financial Statements

See "Index to Consolidated Financial Statements" on page 40.

All other schedules have been omitted because the required information is not significant or is included in the financial statements or notes thereto, or is not applicable.

2. Exhibits

The Exhibits listed in the Exhibits Index, which appears immediately following the signature page and are incorporated herein by reference, are filed as part of this Annual Report on Form 10-K.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

EXHIBITS INDEX