SEC Form SC TO-I/A filed by Castor Maritime Inc. (Amendment)

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

Petros Panagiotidis

Chairman, Chief Executive Officer, Chief Financial Officer

223 Christodoulou Chatzipavlou Street

Hawaii Royal Gardens

3036 Limassol

Cyprus

+357 25 357 767

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

With a copy to:

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO (as amended and supplemented, the “Schedule TO”) originally filed with the United States Securities and Exchange Commission (the “SEC”) on April 22, 2024, relating to the offer by Castor Maritime Inc., a corporation organized under the laws of the Republic of the Marshall Islands (“Castor” or the “Company”), to purchase all 10,330,770 outstanding Common Share Purchase Warrants issued on April 7, 2021, exercisable in the aggregate into 103,307 of our common shares, par value $0.001 per share (the “Common Shares”), at an exercise price of $55.30 per Warrant (the “Warrants”), at a price of $0.105 per Warrant, net to the seller in cash without interest. The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 22, 2024 (the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which together, as they may be amended or supplemented from time to time, constitute the “Offer”). This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The information in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, are incorporated by reference in answer to Items 1 through 11 in this Tender Offer Statement on Schedule TO.

This Amendment No. 1 is filed to include the Signature Page on the Schedule TO. Except as specifically provided in this Amendment No. 1, the information contained in the Schedule TO, as amended and supplemented by Amendment No. 1, remains unchanged. This Amendment No. 1 should be read in conjunction with the Schedule TO. All capitalized terms used but not defined in this Amendment No. 1 have the same meanings as in the Offer to Purchase.

The information set forth in the section captioned “Summary Term Sheet” of the Offer to Purchase, a copy of which is filed with this Schedule TO as Exhibit (a)(1)(i), is incorporated herein by reference.

“Summary Term Sheet”;

“Introduction”;

Section 1 (“Terms of the Offer”);

Section 2 (“Purpose of the Offer; Certain Effects of the Offer”);

Section 3 (“Procedures for Tendering Warrants”);

Section 4 (“Withdrawal Rights”);

Section 5 (“Purchase of Warrants and Payment of Purchase Price”);

Section 6 (“Conditions of the Offer”);

Section 8 (“Source and Amount of Funds);

Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Warrants”);

Section 12 (“Certain Material U.S. Federal Income Tax Consequences of the Offer”); and

Section 13 (“Extension of the Offer; Termination; Amendment”).

Agreements Involving the Subject Company’s Securities: The information set forth in Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Warrants”) of the Offer to Purchase is incorporated herein by reference.

12,000 Series B Preferred Shares of the Company, each having the voting power of 100,000 common shares. Mr. Panagiotidis is therefore the ultimate beneficial owner of approximately 99.2% of the aggregate voting power of the Company’s total issued and outstanding share capital as of the date hereof. Each of Mr. Panagiotidis’ and Thalassa’s principal business address and business telephone number is 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus and +357 25 357 767, respectively. The information set forth in Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Warrants”) of the Offer to Purchase is incorporated herein by reference.

Solicitations or Recommendations: The information set forth in Section 14 (“Fees and Expenses”) of the Offer to Purchase is incorporated herein by reference.

Not applicable.

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.