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• | the effects of the spin-off of our former tanker business; |
• | our business strategy, expected capital spending and other plans and objectives for future operations; |
• | dry bulk and containership market conditions and trends, including volatility in charter rates (particularly for vessels employed in short-term time charters or index linked period time charters), factors affecting supply and demand, fluctuating vessel values, opportunities for the profitable operations of dry bulk and container vessels and the strength of world economies; |
• | the rapid growth of our fleet, our ability to realize the expected benefits from our past or future vessel acquisitions, and the effects of our fleet’s growth on our future financial condition, operating results, future revenues and expenses, future liquidity, and the adequacy of cash flows from our operations; |
• | our relationships with our current and future service providers and customers, including the ongoing performance of their obligations, dependence on their expertise, compliance with applicable laws, and any impacts on our reputation due to our association with them; |
• | our ability to borrow under existing or future debt agreements or to refinance our debt on favorable terms and our ability to comply with the covenants contained therein, in particular due to economic, financial or operational reasons; |
• | our continued ability to enter into time or voyage charters with existing and new customers, and to re-charter our vessels upon the expiry of the existing charters; |
• | changes in our operating and capitalized expenses, including bunker prices, dry-docking, insurance costs, costs associated with regulatory compliance, and costs associated with climate change; |
• | our ability to fund future capital expenditures and investments in the acquisition and refurbishment of our vessels (including the amount and nature thereof and the timing of completion thereof, the delivery and commencement of operations dates, expected downtime and lost revenue); |
• | instances of off-hire, including due to limitations imposed by COVID-19 and/or due to vessel upgrades and repairs; |
• | future sales of our securities in the public market and our ability to maintain compliance with applicable listing standards; |
• | volatility in our share price, including due to high volume transactions in our shares by retail investors; |
• | potential conflicts of interest involving affiliated entities and/or members of our Board of Directors (the “Board”), senior management and certain of our service providers that are related parties; |
• | general domestic and international political conditions or events, including “trade wars”, global public health threats and major outbreaks of disease; |
• | changes in seaborne and other transportation, including due to fluctuating demand for dry bulk and container vessels and/or disruption of shipping routes due to accidents, political events, international sanctions, international hostilities and instability, piracy or acts of terrorism; |
• | changes in governmental rules and regulations or actions taken by regulatory authorities, including changes to environmental regulations applicable to the shipping industry; |
• | the impact of adverse weather and natural disasters; and |
• | any other factor described in this prospectus and from time to time in our reports. |
• | our existing shareholders’ proportionate ownership interest in us will decrease; |
• | the earnings per share and the per share amount of cash available for dividends on our common shares (as and if declared) could decrease; |
• | the relative voting strength of each previously outstanding common share could be diminished; |
• | the market price of our common shares could decline; and |
• | our ability to raise capital through the sale of additional securities at a time and price that we deem appropriate, could be impaired. |
• | on an actual basis; |
• | on an as adjusted basis, to give effect to events that have occurred between April 1, 2023, and May 19, 2023: |
(1) | scheduled principal repayments under our existing credit facilities of approximately $6.3 million; |
(2) | early principal prepayment under our secured credit facility with Chailease International Financial Services Co. Ltd. of $6.95 million relating to the sale of vessel M/V Magic Rainbow |
• | on an as further adjusted basis to give effect to the issuance and sale of common shares covered by this prospectus. This calculation assumes the issuance and sale of 44,776,119 common shares using an assumed price of $0.67 per share, which is the closing price of our common shares on the Nasdaq on May 19, 2023, resulting in assumed net proceeds of approximately $29.1 million, after sales commissions and estimated offering expenses of 0.9 million. The actual number of shares issued, and the price at which they will be issued, may differ depending on the timing of the sales. |
(All figures in U.S. dollars, except for share amounts) | | | Actual | | | As Adjusted | | | As Further Adjusted |
Debt: | | | | | | | |||
Long-term debt (including current portion) – Secured(1) | | | 132,024,000 | | | 118,802,500 | | | 118,802,500 |
Total debt | | | $132,024,000 | | | $118,802,500 | | | $118,802,500 |
| | | | | | ||||
Shareholders’ equity: | | | | | | | |||
Common shares, $0.001 par value; 1,950,000,000 shares authorized; 94,610,088 shares issued and outstanding on an actual and as adjusted basis and 139,386,207 on an as further adjusted basis | | | $94,610 | | | $94,610 | | | $139,386 |
Series B Preferred Shares; 12,000 shares issued and outstanding on an actual, adjusted and as further adjusted basis | | | 12 | | | 12 | | | 12 |
Additional paid-in capital | | | 265,738,721 | | | 265,738,721 | | | 294,798,139 |
Retained earnings | | | 168,571,579 | | | 168,571,579 | | | 168,571,579 |
Total Shareholders’ Equity | | | $434,404,922 | | | $434,404,922 | | | $463,509,116 |
| | | | | | ||||
Total Capitalization | | | $566,428,922 | | | $553,207,422 | | | $582,311,616 |
(1) | Long Term Debt is presented gross of deferred financing costs and the capitalization table does not take into account any amortization of deferred finance fees incurred after March 31, 2023. |
SEC Filing Fee | | | $3,306 |
FINRA Fee* | | | $225,500 |
Legal Fees and Expenses | | | $50,000 |
Accountants’ Fees and Expenses | | | $12,000 |
Miscellaneous Costs | | | $5,000 |
Total | | | $295,806 |
* | The FINRA Fee was paid with respect to all securities that may be offered pursuant to the registration statement on Form F-3 (Registration No. 333-254977) of which this prospectus forms a part. |
• | Our Annual Report on Form 20-F for the year ended December 31, 2022 filed with the SEC on March 8, 2023, which contains our audited consolidated financial statements for the most recent fiscal year for which those statements have been filed; |
• | Our subsequent reports on Form 20-F that we file with the SEC prior to the termination of this offering; |
• | The description of our common shares contained in our Registration Statement on Form 8-A (File No. 001-38802), filed with the SEC on February 6, 2019, as amended on February 8, 2019, March 21, 2019 and May 28, 2021 and the description, including Exhibit 2.2 to our Annual Report on Form 20-F for the year ended December 31, 2022 filed with the SEC on March 8, 2023; |
• | Our reports on Form 6-K filed with the SEC on March 20, 2023, April 3, 2023, April 19, 2023, April 24, 2023 and May 23, 2023 (Film No. 23949341); and |
• | Our reports on Form 6-K that we furnish to the SEC prior to the termination of this offering, only to the extent that they expressly state that we incorporate them by reference into this prospectus supplement. |
• | our business strategy, expected capital spending and other plans and objectives for future operations; |
• | dry bulk and tanker market conditions and trends, including volatility in charter rates, factors affecting supply and demand, fluctuating vessel values, opportunities for the profitable operations of dry bulk and tanker carriers and the strength of world economies; |
• | the rapid growth of our fleet, our ability to realize the expected benefits from our past or future vessel acquisitions, and the effects of our fleet’s growth on our future financial condition, operating results, future revenues and expenses, future liquidity, and the adequacy of cash flows from our operations; |
• | our relationships with our current and future service providers and customers, including the ongoing performance of their obligations, compliance with applicable laws, and any impacts on our reputation due to our association with them; |
• | our ability to borrow under existing or future debt agreements or to refinance our debt on favorable terms and our ability to comply with the covenants contained therein, in particular due to economic, financial or operational reasons; |
• | our continued ability to enter into time or voyage charters with existing and new customers, and to re-charter our vessels upon the expiry of the existing charters; |
• | changes in our operating and capitalized expenses, including bunker prices, dry-docking, insurance costs, costs associated with regulatory compliance, and costs associated with climate change; |
• | our ability to fund future capital expenditures and investments in the acquisition and refurbishment of our vessels (including the amount and nature thereof and the timing of completion thereof, the delivery and commencement of operations dates, expected downtime and lost revenue); |
• | instances of off-hire, including due to limitations imposed by COVID-19 and/or due to vessel upgrades and repairs; |
• | future sales of our securities in the public market and our ability to maintain compliance with applicable listing standards; |
• | volatility in our share price, including due to high volume transactions in our shares by retail investors; |
• | potential conflicts of interest involving members of our Board of Directors, senior management and certain of our service providers that are related parties; |
• | general domestic and international political conditions or events, including “trade wars”, global public health threats and major outbreaks of disease; |
• | changes in seaborne and other transportation, including due to fluctuating demand for dry bulk and tanker vessels and/or disruption of shipping routes due to accidents, political events, international hostilities and instability, piracy or acts of terrorism; |
• | changes in governmental rules and regulations or actions taken by regulatory authorities, including changes to environmental regulations applicable to the shipping industry; |
• | the impact of adverse weather and natural disasters; and |
• | any other factor detailed from time to time in our reports. |
• | the designation, aggregate principal amount and authorized denominations of such debt securities; |
• | the issue price, expressed as a percentage of the aggregate principal amount of such debt securities; |
• | the maturity date or dates of such debt securities; |
• | the interest rate per annum, if any of such debt securities; |
• | if the debt securities provide for interest payments, the date from which interest will accrue, the dates on which interest will be payable, the date on which payment of interest will commence and the regular record dates for interest payment dates; |
• | any optional or mandatory sinking fund provisions or exchangeability provisions; |
• | the terms and conditions upon which conversion of any convertible debt securities may be effected, including the conversion price, the conversion period and other conversion provisions; |
• | whether the debt securities will be our senior or subordinated securities; |
• | whether the debt securities will be our secured or unsecured obligations; |
• | the applicability and terms of any guarantees; |
• | the date, if any, after which and the price or prices at which the debt securities may be optionally redeemed or must be mandatorily redeemed and any other terms and provisions of optional or mandatory redemptions; |
• | the denominations in which the debt securities of the series will be issuable; |
• | the portion of the principal amount of the debt securities of the series which will be payable upon acceleration or provable in bankruptcy; |
• | any events of default; |
• | the currency or currencies, including composite currencies, in which principal, premium and interest will be payable, if other than the currency of the United States of America; |
• | if principal, premium or interest is payable, at our election or at the election of any holder, in a currency other than that in which the debt securities of the series are stated to be payable, the period or periods within which, and the terms and conditions upon which, the election may be made; |
• | whether interest will be payable in cash or additional securities at our or the holder’s option and the terms and conditions upon which the election may be made; |
• | if denominated in a currency or currencies other than the currency of the United States of America, the equivalent price in the currency of the United States of America for purposes of determining the voting rights of holders of those debt securities under the applicable indenture; |
• | if the amount of payments of principal, premium or interest may be determined with reference to an index, formula or other method based on a coin or currency other than that in which the debt securities of the series are stated to be payable, the manner in which the amounts will be determined; |
• | any restrictive covenants or other material terms relating to the debt securities; |
• | whether the debt securities will be issued in the form of global securities or certificates in registered form; |
• | any listing on any securities exchange or quotation system; |
• | additional provisions, if any, related to defeasance and discharge of the debt securities; and |
• | any other special features of the debt securities. |
• | the title of such warrants; |
• | the aggregate number of such warrants; |
• | the price or prices at which such warrants will be issued; |
• | the number and type of our securities purchasable upon exercise of such warrants; |
• | the price at which our securities purchasable upon exercise of such warrants may be purchased; |
• | the date on which the right to exercise such warrants shall commence and the date on which such right shall expire; |
• | if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time; |
• | if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security; |
• | if applicable, the date on and after which such warrants and the related securities will be separately transferable; |
• | information with respect to book-entry procedures, if any; |
• | if applicable, a discussion of any material U.S. federal income tax considerations; and |
• | any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants. |
• | the exercise price for the rights; |
• | the number of rights issued to each shareholder; |
• | the extent to which the rights are transferable; |
• | any other terms of the rights, including terms, procedures and limitations relating to the exchange and exercise of the rights; |
• | the date on which the right to exercise the rights will commence and the date on which the right will expire; |
• | the amount of rights outstanding; |
• | the extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; and |
• | the material terms of any standby underwriting arrangement entered into by us in connection with the rights offering. |
• | the terms of the units and of the rights, purchase contracts, warrants, debt securities, preferred shares and common shares comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately; |
• | a description of the terms of any unit agreement governing the units; |
• | if applicable, a discussion of any material U.S. federal income tax considerations; and |
• | a description of the provisions for the payment, settlement, transfer or exchange of the units. |
• | a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction; |
• | purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; |
• | ordinary brokerage transactions and transactions in which a broker solicits purchasers; or |
• | trading plans entered into by us pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of our securities on the basis of parameters described in such trading plans. |
• | enter into transactions involving short sales of our common shares by broker-dealers; |
• | sell common shares short and deliver the shares to close out short positions; or |
• | loan or pledge the common shares to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares. |
SEC registration fee | | | $41,715 |
FINRA filing fee | | | $225,500 |
Legal fees and expenses | | | $* |
Accounting fees and expenses | | | $* |
Miscellaneous | | | $* |
Total | | | $* |
* | To be provided in a prospectus supplement or as an exhibit to a report on Form 6-K that is incorporated by reference. |
• | Our Annual Report on Form 20-F for the year ended December 31, 2021, filed with the SEC on March 31, 2022; |
• | The description of our common shares contained in our Registration Statement on Form 8-A (file No. 001-38802), filed with the SEC on February 6, 2019, as amended on February 8, 2019, March 21, 2019 and May 28, 2021 and the description of our registered securities contain in Exhibit 2.2 to our Annual Report on Form 20-F for the year ended December 31, 2021; |
• | Our subsequent reports on Form 20-F that we file with the SEC; and |
• | Our reports on Form 6-K that we furnish to the SEC after the date of this prospectus only to the extent that they expressly state that we incorporate them by reference into this prospectus. |
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