As filed with the Securities and Exchange Commission on January 8, 2021
Registration No. 333-


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-3


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Castor Maritime Inc.
(Exact name of registrant as specified in its charter)

Republic of the Marshall Islands
 
N.A.
(State or other jurisdiction of
corporation or organization)
 
(I.R.S. Employer Identification No.)
     
Castor Maritime Inc.
223 Christodoulou Chatzipavlou Street
Hawaii Royal Gardens
3036 Limassol, Cyprus
Tel: + 357 25 357 767
(Address and telephone number of Registrant's principal executive offices)
 
Seward & Kissel LLP
Attn: Edward S. Horton, Esq.
Gary J. Wolfe, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200 (telephone number)
(212) 480-8421 (facsimile number)
(Name, address and telephone number of agent
for service)
 

Copies to:

Seward & Kissel LLP
Attn: Edward S. Horton, Esq.
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective as determined by market conditions and other factors.
If the only securities being registered on the Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒333-232052

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.◻

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting
Standards Board to its Accounting Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
 
Proposed Maximum
Aggregate Offering
Price (1)(2)
   
Amount of
Registration
Fee (5)(6)
 
Common shares, par value $0.001 per share, including related preferred stock purchase rights (3)
 
$
8,764,000
   
$
956.16
 
Warrants to purchase common shares (4)
     
—
     
—
 
Common shares, par value $0.001 per share, underlying Warrants (3)
               
Total
 
$
8,764,000
   
$
956.16
 

(1)
The registrant previously registered securities with an aggregate offering price not to exceed $100,000,000 on a registration statement on Form F-3 (File No. 333-232052) which was filed by the registrant on June 10, 2019 and declared effective by the Securities and Exchange Commission (the "Commission") on June 21, 2019 (the "Initial Registration Statement"). There currently remains $43,820,000 in unsold securities under the Initial Registration Statement. In accordance with Rule 462(b) under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of $8,764,000 is hereby registered, representing no more than 20% of the maximum aggregate offering price of unsold securities under the Initial Registration Statement. In no event will the maximum aggregate offering price of all securities issued pursuant to this registration statement and the Initial Registration Statement exceed the amount registered under such registration statements.

 (2)
Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover any additional shares of the registrant's securities that become issuable by reason of any stock splits, stock dividends, or similar transactions.

(3)
Preferred stock purchase rights are not currently separable from the common shares and are not currently exercisable. The value attributable to the preferred stock purchase rights, if any, will be reflected in the market price of the common shares.  For more information please see "Description of Share Capital—Stockholders Rights Agreement" in our Registration Statement on Form F-3 (File No. 333-232052) filed with the Commission on June 10, 2019.

(4)
In accordance with Rule 457(g) under the Securities Act, no separate registration fee is required with respect to the warrants registered hereby.

(5)
Calculated in accordance with Rule 457(o) under the Securities Act.

(6)
The registrant hereby certifies to the Commission that (i) it has instructed its bank to pay the Commission the filing fee of $956.16 for the additional securities being registered under this registration statement as soon as practicable (but in any event no later than the close of business on January 8, 2021); (ii) it will not revoke such instructions; (iii) it has sufficient funds in the relevant account to cover the amount of the filing fee; and (iv) it undertakes to confirm receipt of such instructions by the bank on January 8, 2021.
This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) and General Instruction IV to Form F-3 promulgated under the Securities Act of 1933, as amended, and includes the registration statement facing page, this page, the signature page, an exhibit index, an opinion of Seward & Kissel LLP regarding the validity of the securities being registered and a related consent of Deloitte Certified Public Accountants S.A. This registration statement relates to Castor Maritime Inc.'s registration statement on Form F-3 (File No. 333-232052), as amended, including the exhibits and powers of attorney thereto (the "Initial Registration Statement"), declared effective by the Securities and Exchange Commission on June 21, 2019. Castor Maritime Inc. (the "Registrant") is filing this registration statement for the sole purpose of increasing the proposed maximum aggregate offering price of the securities offered hereby by $8,764,000. The Registrant hereby incorporates by reference into this registration statement on Form F-3 in its entirety the Initial Registration Statement, including each of the documents filed by the Registrant and incorporated or deemed to be incorporated by reference therein and all exhibits thereto.

Exhibit Index
Exhibit
Number
Description
   
5.1
   
8.1
   
23.1
   
23.2
   
23.3
   
24.1
   
*
Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Limassol, Country of Cyprus on January 8, 2021.
 
CASTOR MARITIME INC.
   
 
By:
/s/ Petros Panagiotidis
 
Name:
Petros Panagiotidis
 
Title:
Chairman, Chief Executive Officer and Chief Financial Officer

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Petros Panagiotidis, Gary J. Wolfe, Edward S. Horton and Andrei Sirabionian his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on January 8, 2021 in the capacities indicated.
Signature
Title
Date
 
       
/s/ Petros Panagiotidis
Chairman, Chief Executive Officer and Chief Financial Officer
January 8, 2021
 
Petros Panagiotidis
   
     
/s/ Dionysios Makris
Secretary, Class B Director and Audit Committee Member
January 8, 2021
 
Dionysios Makris
   
       
/s/ Georgios Daskalakis
Class A Director and Audit Committee Chairman
January 8, 2021
 
Georgios Daskalakis
   
       

AUTHORIZED REPRESENTATIVE
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Castor Maritime Inc., has signed this registration statement in the City of Newark, State of Delaware on January 8, 2021.
 
PUGLISI & ASSOCIATES
   
 
/s/ Donald J. Puglisi
 
Name:
Donald J. Puglisi
 
Title:
Managing Director


Exhibit 5.1


 
SEWARD & KISSEL LLP
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK  10004
 
     
WRITER'S DIRECT DIAL
   
TELEPHONE:  (212)  574-1200
FACSIMILE:  (212) 480-8421
WWW.SEWKIS.COM
901 K STREET, NW
WASHINGTON, D.C. 20001
TELEPHONE:  (202) 737-8833
FACSIMILE:  (202) 737-5184

 
January 8, 2021


Castor Maritime Inc.
223 Christodoulou Chatzipavlou Street
Hawaii Royal Gardens
3036 Limassol, Cyprus

Re: Castor Maritime Inc.

Ladies and Gentlemen:
We have acted as United States and Marshall Islands counsel to Castor Maritime Inc. (the "Company") in connection with (i) the Company's Registration Statement on Form F-3 (File No. 333-323052) (the "Initial Registration Statement") as filed with the U.S. Securities and Exchange Commission (the "Commission") on June 10, 2019, as thereafter amended or supplemented, with respect to public offering (the "Offering") of 137,000,000 common  shares, par value $0.001 per share (each, a "Common Share") and 137,000,000 warrants (the "Warrants") to purchase common shares (the "Warrant Shares", and together with the Warrants and the Common Shares, the "Securities"); and (ii) the Company's registration statement filed pursuant to Rule 462(b) of the Securities Act on January 8, 2021, which incorporates by reference the Registration Statement (the "Additional Registration Statement"), for the purpose of registering additional Securities (the "Additional Securities").
We have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Initial Registration Statement; (ii) the Additional Registration Statement (iii) the prospectus of the Company included in the Initial Registration Statement and incorporated by reference into the Additional Registration Statement (the "Prospectus"); (iv) the Stockholders Rights Agreement dated November 20, 2017 (the "Rights Agreement"); (v) the Warrants; and (vii) such corporate documents and records of the Company and such other instruments, certificates and documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In such examinations, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed, the genuineness of all signatures and the legal competence or capacity of persons or entities to complete the execution of documents. As to various questions of fact which are material to the opinions hereinafter expressed, we have relied upon statements or certificates of public officials, directors of the Company and others.
We have further assumed for the purposes of this opinion, without investigation, that (i) all documents contemplated by the Prospectus to be executed in connection with the Offering have been duly authorized, executed and delivered by each of the parties thereto other than the Company, and (ii) the terms of the Offering comply in all respects with the terms, conditions and restrictions set forth in the Prospectus and all of the instruments, agreements and other documents relating thereto or executed in connection therewith.
Based upon and subject to the foregoing, and having regard to such other legal considerations which we deem relevant, we are of the opinion that:
1.
The Securities have been duly authorized by the Company.
2.
The Shares and the Warrant Shares, when issued, sold and paid for as contemplated in the Prospectus and the Purchase Agreement, will be validly issued, fully paid and non-assessable.
3.
When the Warrants are issued, sold and paid for as contemplated in the Prospectus, they will constitute binding obligations of the Company in accordance with the terms of the warrants agreement.
The foregoing opinions are subject in each case to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer, fraudulent conveyance or other similar laws affecting generally the enforceability of creditors' rights from time to time in effect and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, including application of principles of good faith, fair dealing, commercial reasonableness, materiality, unconscionability and conflict with public policy and other similar principles.
This opinion is limited to the laws of the State of New York, and the laws of the Republic of the Marshall Islands as in effect on the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the Additional Registration Statement be filed with the Commission on the date hereof, and to each reference to us and the discussions of advice provided by us under the headings "Legal Matters" in the Prospectus, without admitting we are "experts" within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Commission promulgated thereunder with respect to any part of the Additional Registration Statement or Prospectus.
 
Very truly yours,

/s/ Seward & Kissel LLP




Exhibit 8.1


 
SEWARD & KISSEL LLP
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK  10004
 
     
WRITER'S DIRECT DIAL
   
TELEPHONE:  (212)  574-1200
FACSIMILE:  (212) 480-8421
WWW.SEWKIS.COM
901 K STREET, NW
WASHINGTON, D.C. 20001
TELEPHONE:  (202) 737-8833
FACSIMILE:  (202) 737-5184

 
January 8, 2021

Castor Maritime Inc.
223 Christodoulou Chatzipavlou Street
Hawaii Royal Gardens
3036 Limassol, Cyprus

Re: Castor Maritime Inc.

Ladies and Gentlemen:
We have acted as United States and Marshall Islands counsel to Castor Maritime Inc. (the "Company") in connection with (i) the Company's Registration Statement on Form F-3 (File No. 333-323052) (the "Initial Registration Statement") as filed with the U.S. Securities and Exchange Commission (the "Commission") on June 10, 2019, as thereafter amended or supplemented, with respect to public offering (the "Offering") of 137,000,000 common shares, par value $0.001 per share (each, a "Common Share") and 137,000,000 warrants (the "Warrants", together with the Common Shares, the "Securities") to purchase common shares; and (ii) the Company's registration statement filed pursuant to Rule 462(b) of the Securities Act on January 8, 2021, which incorporates by reference the Initial Registration Statement (the "Additional Registration Statement"), for the purpose of registering additional Securities (the "Additional Securities").
In formulating our opinion as to these matters, we have examined such documents as we have deemed appropriate, including the Initial Registration Statement, the Additional Registration Statement and the prospectus of the Company (the "Prospectus") incorporated by reference into the Additional Registration Statement. We have also obtained such additional information as we have deemed relevant and necessary from representatives of the Company.
Based on the facts as set forth in the Additional Registration Statement and the Company's annual report on Form 20-F for the fiscal year ended December 31, 2019 (the "Annual Report"), which is incorporated by reference into the Additional Registration Statement, and in particular, on the representations, covenants, assumptions, conditions and qualifications described in the Annual Report in the sections entitled "Item 3. Key Information—D. Risk Factors" and "Item 10. Additional Information—E. Taxation", we hereby confirm that the opinions of Seward & Kissel LLP with respect to United States federal income tax matters and Marshall Islands tax matters expressed in the Annual Report in the section entitled "Item 10. Additional Information—E. Taxation" are our opinions and accurately state our views as to the tax matters discussed therein.
Our opinions and the tax discussion as set forth in the Additional Registration Statement are based on the current provisions of the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service which may be cited or used as precedents, and case law, any of which may be changed at any time with retroactive effect. No opinion is expressed on any matters other than those specifically referred to above by reference to the Additional Registration Statement and Annual Report.
We hereby consent to the filing of this opinion as an exhibit to the Additional Registration Statement, and to each reference to us and the discussions of advice provided by us in the Additional Registration Statement, including by reference to the Company's Annual Report, without admitting we are "experts" within the meaning of the Securities Act or the rules and regulations of the Commission promulgated thereunder with respect to any part of the Additional Registration Statement.
 
Very truly yours,
 
/s/ Seward & Kissel LLP

Exhibit 23.1


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in this Registration Statement on Form F-3 MEF of our report dated March 31, 2020, relating to the financial statements of Castor Maritime Inc. appearing in the Annual Report on Form 20-F of Castor Maritime Inc. for the year ended December 31, 2019 and incorporated by reference in Registration Statement on Form F-3  No. 333-232052. We also consent to the reference to us under the heading "Experts" in  Registration Statement on Form F-3 No. 333-232052.

/s/ Deloitte Certified Public Accountants S.A.
Athens, Greece
January 8, 2021