UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Castor Maritime Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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Republic of the Marshall Islands
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N/A
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(State of Incorporation or Organization)
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(IRS Employer Identification No.)
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Victory House, 205 Archbishop Makarios Avenue, Limassol 3030, Cyprus
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(Address of Principal Executive Offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class
to be so Registered
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Name of Each Exchange on Which
Each Class is to be Registered
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N/A |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective upon filing pursuant to
General Instruction A.(c) please check the following box. ☐
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective upon filing pursuant to General Instruction A.(d), please check the following box. ☒
Securities Act registration statement file number to which this form relates: (if applicable)
File No. 333-224242Securities to be registered pursuant to Section 12(g) of the Act:
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Common Shares, $0.001 par value
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(Title of Class)
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Item 1. Description of Registrants Securities to be Registered.
The class of securities to be registered hereunder is Common Shares, $0.001 par value per share, of Castor Maritime Inc. (the
"Registrant"). The description of capital stock set forth under the caption
"Description of Capital Stock" in the Prospectus included in
the Registrant's Registration Statement on Form F-4 (No.
333-224242) as filed and subsequently amended, which was initially filed publicly with the Securities and Exchange Commission on
April 11, 2018 (the
"Registration Statement"), is
incorporated herein by reference.
On
November 21, 2017,
the Registrant's Board of Directors, or the Board, declared a dividend of one preferred share purchase right, or a Right, for each outstanding Common Share and adopted a shareholder rights plan, as set forth in the Stockholders
Rights Agreement dated as of
November 20, 2017, or the
Rights Agreement, by and between
the Company and American Stock Transfer & Trust Company, LLC, as rights agent.
The Board has adopted the
Rights Agreement to protect shareholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group that acquires 15% or more of the outstanding Common Shares without the approval of the Board. If a shareholder's beneficial ownership of the Common Shares as of the time of the public announcement of the rights plan and associated dividend declaration was at or above the applicable threshold, that shareholder's then-existing ownership percentage was grandfathered, but the rights are exercisable if at any time after such announcement, the shareholder increases its ownership percentage by 1% or more. The
Rights Agreement should not interfere with any merger or other business combination
approved by the Board.
The description of the Rights Agreement set forth under the caption "Stockholders Rights Agreement" in the Prospectus included in the Registration Statement, is
incorporated herein by reference.
Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement as well as the Series C Statement of Designations, copies of which are filed with the Registration Statement as Exhibits 10.2 and 3.5, respectively, and are incorporated herein by reference. The
foregoing description of the Rights Agreement is qualified in its entirety by reference to such exhibits.
Item 2. Exhibits.
The following exhibits are filed as part of this registration statement:
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No.
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Exhibit
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3.1
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3.2
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3.5
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4.1
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10.2
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Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934,
the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
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CASTOR MARITIME INC.
Title: Chairman, Chief Executive Officer and Chief Financial Officer
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