Sec Form 13D Filing - F. Laeisz GmbH filing for - 2025-06-12

The information set forth in Item 2(a) above is hereby incorporated herein by reference. The principal business address of each Reporting Person is Trostbruecke 1, 20457 Hamburg, Germany.

The information set forth in Item 2(a) and Item 2(b) above is hereby incorporated herein by reference. The principal business of Laeisz is to act as an investment holding company with focus on shipping related businesses, and the principal business of Reederei is to act as an investment holding company. The principal occupation of Mr. Schues is CEO of Laeisz.

The Reporting Persons, and, to the best of their knowledge, each of the Principals have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

The Reporting Persons, and, to the best of their knowledge, each of the Principals, have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The information set forth in Item 2(a) above is hereby incorporated herein by reference. Mr. Schues is a German citizen.

Funds for the purchase of these Common Shares were derived from the working capital of Laeisz. Unless noted above, no part of the purchase price for such Common Shares was borrowed by any Reporting Person for the purpose of acquiring, holding, trading or voting any securities discussed in this Item 3. On December 14, 2023, the Issuer distributed warrants to purchase Common Shares to the holders of record of Common Shares as of the close of business on December 6, 2023. Each holder received one warrant for every five Common Shares. Each warrant entitles the holder to purchase, at the holder's sole and exclusive election, at the exercise price of $4.00, one Common Share plus, to the extent, described below, the Bonus Share Fraction. A Bonus Share Fraction entitles a holder to receive an additional 0.5 of a Common Share for each warrant exercised (the "Bonus Share Fraction"), subject to adjustments, without payment of any additional exercise price. Unless earlier redeemed, the warrants will expire and cease to be exercisable at 5:00 p.m. New York City time on December 14, 2026. The right to receive the Bonus Share Fraction will expire at 5:00 p.m. New York City time upon the earlier of (i) the date specified by the Issuer upon not less than 20 business days' notice and (ii) the first business day following the last day of the first 30 consecutive trading dayperiod in which the daily volume weighted average price of the Common Shares has been at least equal to the then applicable trigger price for at least 20 trading days (whether or not consecutive). As of the date hereof, the Reporting Persons have not exercised their warrants and therefore do not own any additional Common Shares pursuant thereto.

The information set forth in Item 3, Item 5 and Item 6 above is hereby incorporated herein by reference. General The Reporting Persons acquired beneficial ownership of the Common Shares required herein for investment purposes, and such acquisitions were made in the Reporting Persons' ordinary course of business. The Reporting Persons filed an initial Schedule 13G on October 18, 2024. The Schedule 13G was amended on April 30, 2025 to reflect (i) additional purchases of Common Shares in the ordinary course of business and (ii) the readjusted conversion rate of the warrants held by the Reporting Persons that are convertible into Common Shares, since the filing of the original Schedule 13G. The Reporting Persons are filing this Schedule 13D to supersede their previously filed Schedule 13G and amendment thereto to report a change in their intentions. The Reporting Persons intend to seek to engage in a dialogue with the Issuer's Board of Directors (the "Board") and management about operational and strategic opportunities to maximize shareholder value including potential asset or corporate consolidation opportunities, including transactions in which the Reporting Persons may seek to participate and potentially engage. The Reporting Persons may consider, explore and/or develop plans and/or make proposals (whether preliminary or firm) with respect to, among other things, the matters set forth above, potential changes in the Issuer's operations, management, organizational documents, the composition of the Board, ownership, capital or corporate structure, dividend policy, strategy and plans of the Issuer, and other proposals that, if effected, may result in one or more of the events described in clauses (a) - (j) of Item 4 of Schedule 13D. The Reporting Persons intend to communicate with the Issuer's management and Board about a broad range of operational and strategic matters (including the matters set forth above) and to communicate with other shareholders, knowledgeable industry or market participants or other persons, including potential acquirers, service providers and financing sources regarding the foregoing. The Reporting Person may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements which may include customary standstill provisions. Except as disclosed in this Schedule 13D, none of the Reporting Persons has any current plans or proposals which relate to or would result in any of the events described in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons, however, intend to review their investment in the Issuer's Common Shares on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the shares, conditions in the securities markets, general economic and industry conditions, and the Issuer's response to the Reporting Persons requests made herein, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate in light of existing circumstances from time to time and reserve the right to acquire or dispose of securities of the Issuer, to enter into hedging relationships with respect to such securities, or to formulate other purposes, plans, or proposals in the future depending on market conditions and/or other factors. In addition, the Reporting Persons may, at any time and from time to time, (i) review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in clauses (a) - (j) of Item 4 of Schedule 13D.

The information set forth in Item 2 above is hereby incorporated herein by reference. (a) As of June 10, 2025, Laeisz may be deemed to beneficially own 7,699,053 Common Shares, which represent approximately 6.6% of Issuer's outstanding Common Shares, based on 115,772,780 Common Shares outstanding as reflected in the report on Form 6-K filed by the Issuer on May 29, 2025. As of June 10, 2025, each of Reederei and Mr. Schues may be deemed to beneficially own the 7,699,053 Common Shares held indirectly through control of Laeisz, which represent approximately 6.6% of Issuer's outstanding Common Shares, based on 115,772,780 Common Shares outstanding as reflected in the report on Form 6-K filed by the Issuer on May 29, 2025. To the best knowledge of the Reporting Persons, none of the Principals beneficially owns any Common Shares.

The information set forth in Item 2, Item 3 and Item 5(a) above is hereby incorporated herein by reference. Laeisz has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 7,699,053 Common Shares. Laeisz has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 7,699,053 Common Shares. Reederei has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 7,699,053 Common Shares. Reederei has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 7,699,053 Common Shares. Mr. Schues has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 7,699,053 Common Shares. Mr. Schues has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 7,699,053 Common Shares. The Reporting Persons otherwise disclaim beneficial ownership over the Common Shares.

None of the Reporting Persons, and to the knowledge of the Reporting Persons, none of the Principals, has effected any transaction in the Common Shares of the Issuer during the past 60 days.

Except as set forth above in Item 4 and this Item 5 and the Principals, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Shares beneficially owned by the Reporting Persons.

Not applicable.

The responses to Items 3 and 4 of this Schedule 13D are incorporated herein by reference. The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit 99.1 and is incorporated by reference herein. Except as disclosed in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Exhibit 99.1 Joint Filing Agreement dated June 12, 2025 among the Reporting Persons Exhibit 99.2 Warrant Agreement dated December 14, 2023 between Computershare Inc. and its affiliate, Computershare Trust Company, N.A. and the Issuer (including the form of Warrants) (incorporated by reference to Exhibit 4.1 of the Issuer's report on Form 6-K (File. No. 001-32458) filed with the Securities and Exchange Commission on December 14, 2023)