Filing Details

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CUSIP No. Y8900D108

Page 2 of 9 Pages

1	NAMES OF REPORTING PERSONS
	Pani Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	The Republic of Liberia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			8,511,240(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			8,511,240(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,511,240
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	47.4%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. Y8900D108

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Item 4. Purpose of Transaction.

The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investment in the Issuer on a continuing basis.  Any Reporting Person may from time to time acquire additional securities of the Issuer, or retain or sell all or a portion of the Shares then held by the Reporting Persons, in the open market, block trades, underwritten public offerings or privately negotiated transactions, subject to certain restrictions included in the Subscription Agreement (as described in Item 6 below).  Any actions any Reporting Person might undertake with respect to its investment in the Issuer may be made at any time and from time to time and will be dependent upon such Reporting Person’s review of numerous factors, including, but not limited to: ongoing evaluation of the Issuer’s business, financial condition, operations, prospects and strategic alternatives; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; tax considerations; liquidity of the Issuer’s securities; and other factors and future developments. 

Mr. Panagiotidis serves as the Chairman and Chief Executive Officer of the Issuer and therefore regularly engages in discussions with management of the Issuer, the board of directors of the Issuer, other shareholders of the Issuer and other relevant parties, which discussions may include matters ranging from the operations and conduct of the Issuer’s business to considering or exploring extraordinary corporate transactions including the events listed in Items 4(a) through 4(j) of Schedule 13D.  In connection with these discussions, the Reporting Persons may, either directly or through one or more affiliates, determine to take any available course of action or to take no course of action and may at any time and from time to time take steps to further or implement such course of action, including any of the events listed in Items 4(a) through 4(j) of Schedule 13D.  Any action or actions the Reporting Persons may undertake with respect to their investment in the Issuer or the operations and conduct of the Issuer’s business will be dependent upon the Reporting Persons’ review of numerous factors, including those listed above, and the Reporting Persons specifically reserve the right to change their intentions, or to formulate plans and proposals, with respect to any or all of the matters described in this paragraph, subject to applicable law and regulations.

Item 5. Interest in Securities of the Issuer.

CUSIP No. Y8900D108

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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The Issuer and Pani are parties to the Subscription Agreement.  Pursuant to the Subscription Agreement, the Issuer issued and sold, and Pani purchased, 8,500,000 Shares at a price per Share of $2.29.  The sale of the Purchased Shares under the Subscription Agreement closed on April 19, 2023 (the “Closing Date”).  A copy of the Subscription Agreement is attached to this Schedule 13D as Exhibit 2 hereto and is incorporated in its entirety into this Item 6.  Pursuant to the Subscription Agreement, Pani agreed to be contractually restricted from selling, transferring or otherwise disposing of, or entering into certain swap agreements in respect of, the Purchased Shares for a period of 180 days after the Closing Date (for the avoidance of doubt, the Subscription Agreement does not restrict Pani from pledging the Purchased Shares). Additionally, subject to certain requirements and customary conditions, including with regard to the number of demand registrations that may be requested, Pani may demand that the Issuer file a registration statement to register the resale by Pani of the Purchased Shares. The Subscription Agreement also provides Pani with “piggy-back” registration rights, subject to certain requirements and customary conditions.

The Subscription Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Reporting Persons, the Issuer or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Subscription Agreement were made only for purposes thereof and as of specific dates, were solely for the benefit of the parties thereto, may be subject to limitations agreed upon by the contracting parties for the purposes of allocating contractual risk between the parties to the Subscription Agreement instead of establishing the relevant matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Subscription Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Subscription Agreement which subsequent information may or may not be fully reflected in the Reporting Persons’ or the Issuer’s public disclosures.

Mr. Panagiotidis is the Chairman and Chief Executive Officer of Castor and Mr. Panagiotidis controls a majority of the voting power of Castor.  Castor owns 140,000 Series A Preferred Shares of the Issuer, which it acquired in connection with the Spin-Off Transaction.  Dividends on the Series A Preferred Shares accrue and are cumulative from their issue date and are payable quarterly on each distribution payment date declared by the board of directors of the Issuer. The dividend rate for the period from, and including, the issue date to, but excluding, the seventh anniversary of the issue date (the “reset date”) is 1.00% per annum of the stated amount of $1,000 per share; however, for each quarterly dividend period commencing on or after the reset date, the dividend rate will be the dividend rate in effect for the prior quarterly dividend period multiplied by a factor of 1.3; provided that the dividend rate will not exceed 20% per annum in respect of any quarterly dividend period.  The rights of the holders of the Series A Preferred Shares rank senior to the obligations to holders of the Shares.  The Issuer may, at its option, redeem the Series A Preferred Shares in whole or in part, at any time and from time to time after the reset date, at a cash redemption price equal to the stated amount, together with an amount equal to all accrued dividends.  The Series A Preferred Shares are perpetual and have no maturity date.  In addition, the Series A Preferred Shares are convertible, in whole or in part, at their holder’s option, into Shares at any time and, from time to time, from and after the third anniversary of their issue date and prior to the seventh anniversary of such date.  The Series A Preferred Shares do not have voting rights, except (i) in certain circumstances when dividends payable on the Series A Preferred Shares have not been paid for at least six quarterly dividend periods, the holders of the Series A Preferred Shares shall be entitled to elect one or more additional directors of the Issuer and (ii) in addition to any other vote or consent of shareholders required by law or by the Issuer’s amended and restated articles of incorporation, holders of the Series A Preferred Shares shall have voting rights in respect of certain actions that would alter the rights of the holders of the Series A Preferred Shares.  A copy of the Statement of Designation of Rights, Preferences and Privileges of 1.00% Series A Fixed Rate Cumulative Perpetual Convertible Preferred Shares of the Issuer is attached to this Schedule 13D as Exhibit 3 hereto and is incorporated in its entirety into this Item 6.

Pelagos Holdings Corp, an entity controlled by Mr. Panagiotidis, owns 40,000 Series B Preferred Shares of the Issuer.  In the event that the Issuer declares a dividend of the stock of a subsidiary which it controls, the holders of the Series B Preferred Shares are entitled to receive preferred shares of such subsidiary. The Series B Preferred Shares have no other dividend or distribution rights.  Upon any liquidation, dissolution or winding up of the Issuer, the Series B Preferred Shares shall have the same liquidation rights as and pari passu with the Shares up to their par value of $0.001 per share and, thereafter, the Series B Preferred Shares have no right to participate further in the liquidation, dissolution or winding up of the Issuer.  The Series B Preferred Shares are not redeemable by the Issuer.  Each Series B Preferred Share has the voting power of 100,000 Shares and counts for 100,000 votes for purposes of determining quorum at a meeting of shareholders of the Issuer.  The Series B Preferred Shares are not convertible into Shares.  A copy of the Statement of Designation of Rights, Preferences and Privileges of the Series B Preferred Shares of the Issuer is attached to this Schedule 13D as Exhibit 4 hereto and is incorporated in its entirety into this Item 6.

CUSIP No. Y8900D108

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Item 7. Material to Be Filed as Exhibits.

CUSIP No. Y8900D108

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SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

CUSIP No. Y8900D108

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The name and principal occupation of the sole director of Pani is Andreas Avgousti, consultant.  The address for Andreas Avgousti is 21 Vasili Michailidi Street, 3026 Limassol, Cyprus. Andreas Avgousti is a citizen of Cyprus.