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

This Amendment No. 3 (“Amendment No. 3”) 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 and Amendment No. 2 filed with the SEC on May 16, 2024 (“Amendment No. 2”), 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”) at a price of $0.105 per Warrant, net to the seller in cash without interest. The Company’s offer was 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 Amendment No. 2 (as amended and supplemented, the “Offer to Purchase”) and in the related Letter of Transmittal, as amended by Amendment No. 2 (as amended, the “Letter of Transmittal”), which together constitute the “Offer”. This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Subsection (c) of “Item 11. Additional Information” is hereby amended by adding the following:

Item 12. Exhibits is hereby amended and supplemented as follows:

(a)(1)(i)	​	​	Form of Cover Letter to Offer to Purchase and Letter of Transmittal, dated April 22, 2024.*
(a)(1)(ii)	​	​	Offer to Purchase, dated April 22, 2024.*
(a)(1)(iii)	​	​	Form of Letter of Transmittal.*
(a)(1)(iv)	​	​	Form of Cover Letter to Offer to Purchase and Letter of Transmittal, dated May 16, 2024.*
(a)(1)(v)	​	​	Amended and Restated Offer to Purchase, dated May 16, 2024.*
(a)(1)(vi)	​	​	Amended Form of Letter of Transmittal.*
(a)(2)	​	​	Not applicable.
(a)(3)	​	​	Not applicable.
(a)(4)	​	​	Not applicable.
(a)(5)(i)	​	​	Press Release, dated April 22, 2024.*
(a)(5)(ii)	​	​	Press Release, dated May 16, 2024.*
(a)(5)(iii)	​	​	Press Release, dated June 3, 2024.
(b)	​	​	Not applicable.
(d)(1)	​	​	Securities Purchase Agreement by and between Castor Maritime Inc. and the purchasers identified on the signature pages thereto, dated April 5, 2021, incorporated by reference to Exhibit 4.2 of the Company’s report on Form 6-K furnished to the SEC on April 7, 2021.
(d)(2)	​	​	Form of Common Share Purchase Warrant incorporated by reference to Exhibit 4.3 of the Company’s report on Form 6-K furnished to the SEC on April 7, 2021.
(d)(3)	​	​	Stockholder Rights Agreement by and between Castor Maritime Inc. and American Stock Transfer & Trust Company, LLC, as rights agent, dated as of November 20, 2017, incorporated by reference to Exhibit 10.2 to the Company’s registration statement on Form F-4 filed with the SEC on April 11, 2018.
(d)(4)	​	​	Share Purchase Agreement by and between Castor Maritime Inc. and Toro Corp., dated as of August 7, 2023, incorporated by reference to Exhibit 99.2 to the Company’s report on Form 6-K furnished to the SEC on August 8, 2023.
(d)(5)	​	​	Statement of Designation of Rights, Preferences and Privileges of 5.00% Series D Cumulative Perpetual Convertible Preferred Shares of Castor Maritime Inc., incorporated by reference to Exhibit 99.1 to the Company’s report on Form 6-K furnished to the SEC on August 8, 2023.
(d)(6)	​	​	Equity Distribution Agreement by and between Castor Maritime Inc. and Maxim Group LLC, dated as of May 23, 2023, incorporated by reference to Exhibit 1.1 to the Company’s report on Form 6-K furnished to the SEC on May 23, 2023.
(d)(7)	​	​	Amended and Restated Master Management Agreement, dated July 28, 2022, by and among Castor Maritime Inc., its shipowning subsidiaries and Castor Ships S.A., incorporated by reference to Exhibit 4.16 to the Company’s annual report on Form 20-F filed with the SEC on March 8, 2023.
(d)(8)	​	​	Addendum No.1 to the Amended and Restated Master Management Agreement, dated November 18, 2022, by and among Castor Maritime Inc., its shipowning subsidiaries, its ex-shipowning subsidiary and Castor Ships S.A., incorporated by reference to Exhibit 4.17 to the Company’s annual report on Form 20-F filed with the SEC on March 8, 2023.
(d)(9)	​	​	Contribution and Spin Off Distribution Agreement entered into by and between Castor Maritime Inc. and Toro Corp., dated March 7, 2023, incorporated by reference to Exhibit 4.18 to the Company’s annual report on Form 20-F filed with the SEC on March 8, 2023.
(g)	​	​	Not applicable.
(h)	​	​	Not applicable.
107	​	​	Filing Fee Table.*