EXPLANATORY NOTE
This Amendment No. 2 (“Amendment No. 2”) 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, as amended and supplemented by Amendment No. 1 filed with 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 (the “Company”), to purchase all of the Company’s outstanding Common Share Purchase Warrants issued on April 7, 2021 (the “Warrants”), exercisable in the aggregate into 1,033,077 common shares, par value $0.001 per share, of the Company (the “Common Shares”), 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, as amended and supplemented by this Amendment No. 2 (as amended and supplemented, the “Offer to Purchase”) and in the related Letter of Transmittal, as amended by this Amendment No. 2 (as amended, the “Letter of Transmittal”), which together, as they may be amended or supplemented from time to time, constitute the “Offer”. This 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 is incorporated by reference in answer to Items 1 through 11 in the Schedule TO.
This Amendment No. 2 is being filed to reflect certain updates to the Schedule TO described below. It is also being filed to amend and restate the Offer to Purchase and certain other exhibits, amended copies of which are filed herewith as Exhibits (a)(1)(iv), (a)(1)(v) and (a)(1)(vi) to, among other things, (i) extend the Expiration Date (as defined in the Offer to Purchase) to May 31, 2024, (ii) clarify certain terms of the Warrants and (iii) remove language relating to the jurisdictions in which the Offer is made. The press release announcing the filing of this amendment and the extension of the Expiration Date for the Offer is attached as Exhibit (a)(5)(ii) to the Schedule TO and incorporated herein by reference.
Except as amended hereby to the extent specifically provided in this Amendment No. 2, the information contained in the Schedule TO and the exhibits thereto remains unchanged and is incorporated herein by reference, to the extent relevant, to the items in this Amendment No. 2 and the Schedule TO. This Amendment No. 2 should be read in conjunction with the Schedule TO. All capitalized terms used but not defined in this Amendment No. 2 have the same meanings as in the Offer to Purchase.
The Schedule TO is hereby amended and supplemented as follows:
Item 3.
| Identity and Background of Filing Person |
Item 3. Identity and Background of Filing Person is hereby amended and restated in its entirety as set forth below:
(a)
| Name and Address: The Company is the filing person. The Company’s name, address, and telephone number are set forth in Item 2(a) above. The Company’s Directors and Executive Officers as of May 16, 2024 are listed in the table below. The business address for each Director and Executive Officer is 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus and the business telephone number is +357 25 357 767. |
Executive Officers | | | |
Petros Panagiotidis | | | Chairman, Chief Executive Officer, Chief Financial Officer, President,
Treasurer and Class C Director |
Non-Executive Directors | | | |
Dionysios Makris | | | Secretary and Class B Director |
Georgios Daskalakis | | | Class A Director |
Thalassa Investment Co. S.A. (“Thalassa”) controls the Company by virtue of its ownership of 11,240 of the Company’s common shares and all of the Company’s outstanding 12,000 Series B Preferred Shares, each having the voting power of 100,000 common shares. Thalassa is ultimately controlled by Mr. Petros Panagiotidis. Mr. Panagiotidis may therefore be deemed to be the ultimate beneficial owner of all of such shares, representing approximately 99.2% of the aggregate voting power of the Company’s total issued and