INTRODUCTION
This Amendment No. 1 to the Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Amendment No. 1”) amends and supplements the Rule 13e-3 transaction statement on Schedule 13E-3 originally filed on November 13, 2023 (the “Original Transaction Statement”, and as amended by this Amendment No. 1, the “Transaction Statement”). This Transaction Statement is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (a) Navios Maritime Holdings Inc., a corporation organized under the laws of the Republic of the Marshall Islands corporation (the “Company”), the issuer of common stock, par value $0.0001 per share (the “Company Common Stock”), (b) N Logistics Holdings Corporation, a corporation organized under the laws of the Republic of the Marshall Islands (“NLHC”) and affiliated with Ms. Angeliki Frangou, (c) N Shipmanagement Acquisition Corp., a corporation organized under the laws of the Republic of the Marshall Islands (“NSC”) and affiliated with Ms. Angeliki Frangou, and (d) Ms. Angeliki Frangou.
This Transaction Statement relates to the Agreement and Plan of Merger, dated as of October 22, 2023 (the “Merger Agreement”), by and among the Company, NLHC, Navigation Merger Sub Inc., a corporation organized under the laws of the Republic of the Marshall Islands and a wholly owned subsidiary of NLHC (“Merger Sub”) and, for limited purposes, NSC. Pursuant to the Merger Agreement, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation in the merger and a subsidiary of NLHC (the “Merger”). As a result of the Merger, Merger Sub ceased to exist as an independent entity and, therefore, is no longer a Filing Person.
This Amendment No. 1 is being filed pursuant to Rule 13e-3(d)(3) under the Exchange Act to report the results of the transaction that is the subject of the Transaction Statement.
All capitalized terms used but not expressly defined in this Amendment No. 1 are given the respective meanings ascribed to such terms in the Original Transaction Statement.
Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto.
All information contained in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person, and no other Filing Person takes responsibility for the accuracy of such information as it relates to any other Filing Person.
Except as amended and supplemented in this Amendment No. 1, the information set forth in the Original Transaction Statement remains unchanged.
ITEM 15 ADDITIONAL INFORMATION
Regulation M-A, Item 1011(b)-(c)
(c) Other Material Information. Item 15(c) is hereby amended and supplemented by adding the following at the end thereof:
On December 13, 2023, the Company held a special meeting of its stockholders (the “Special Meeting”) at which the Company’s stockholders considered and voted on a proposal to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Merger Agreement Proposal”). At the Special Meeting, the Merger Agreement Proposal was approved by the affirmative vote of the holders of outstanding shares of Company Common Stock and Series I Preferred Stock representing a majority of the total votes entitled to be cast on the Merger by the holders of all outstanding shares of Company Common Stock and Series I Preferred Stock, voting together as a single class.
On December 13, 2023, following the Special Meeting, the Company filed Articles of Merger with the Registrar of Corporations of the Republic of the Marshall Islands, pursuant to which the Merger became effective at 8:00 a.m., Eastern Time, on December 14, 2023 (the “Effective Time”). As a result of the Merger, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation in the Merger and a subsidiary of NLHC.
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