Sphinx Investment Corp. Amends Performance Shipping Stake Filing

TL;DR

Sphinx Investment Corp. updated its 13D filing for Performance Shipping Inc., adding George Economou and Maryport Navigation Corp. to their group.

AI Summary

On August 15, 2024, Sphinx Investment Corp. filed an amendment to its Schedule 13D, disclosing its beneficial ownership of Performance Shipping Inc. The filing indicates a change in the group members, with George Economou and Maryport Navigation Corp. now listed as group members alongside Sphinx Investment Corp. The filing does not specify the exact percentage of shares owned or any recent transactions.

Why It Matters

This amendment signals a potential shift in the control or influence over Performance Shipping Inc. by the newly declared group members, which could impact the company's strategic direction.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate activist investor intentions or shifts in major shareholder influence, potentially leading to volatility.

Key Players & Entities

• Sphinx Investment Corp. (company) — Filing entity
• Performance Shipping Inc. (company) — Subject company
• George Economou (person) — Group member
• Maryport Navigation Corp. (company) — Group member

FAQ

Key Financial Figures

• $0.01 — mes of Filing Persons) Common shares, $0.01 par value (including the associated P
• $3.00 — may be amended from time to time)), for $3.00 per Share in cash, without interest, le
• $1.68 — Shares on the Nasdaq Capital Market was $1.68 per Share. On August 14, 2024, the last

Filing Documents

• tm2421785d1_sctota.htm (SC TO-T/A) — 103KB
• tm2421785d1_ex99a1r.htm (EX-99.(A)(1)(R)) — 143KB
• tm2421785d1_ex99a1r-img01.jpg (GRAPHIC) — 139KB
• tm2421785d1_ex99a1r-img02.jpg (GRAPHIC) — 70KB
• tm2421785d1_ex99a1r-img03.jpg (GRAPHIC) — 93KB
• tm2421785d1_ex99a1r-img04.jpg (GRAPHIC) — 59KB
• tm2421785d1_ex99a1r-img05.jpg (GRAPHIC) — 53KB
• tm2421785d1_ex99a1r-img06.jpg (GRAPHIC) — 75KB
• tm2421785d1_ex99a1r-img07.jpg (GRAPHIC) — 78KB
• tm2421785d1_ex99a1r-img08.jpg (GRAPHIC) — 108KB
• tm2421785d1_ex99a1r-img09.jpg (GRAPHIC) — 80KB
• tm2421785d1_ex99a1r-img10.jpg (GRAPHIC) — 76KB
• tm2421785d1_ex99a1r-img11.jpg (GRAPHIC) — 57KB
• 0001104659-24-090132.txt ( ) — 1473KB

of the Schedule TO are hereby amended and supplemented as set forth below

Item 11 of the Schedule TO are hereby amended and supplemented as set forth below: 1. The information set forth in the section of the Offer to Purchase entitled “ Summary Term Sheet ” is hereby amended and supplemented by deleting the fourth sentence of the discussion set forth under the caption “ WHO IS OFFERING TO BUY MY SHARES? ” in its entirety and replacing it with the following: “The Offeror, Maryport and Mr. Economou beneficially own an aggregate of approximately 8.3% of the issued and outstanding Shares, based on the number of Shares publicly disclosed by the Company as outstanding as of July 24 , 2024.” 2. The information set forth in the section of the Offer to Purchase entitled “ Summary Term Sheet ” is hereby amended and supplemented by deleting the last sentence of the discussion set forth under the caption “ WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THE OFFER? ” in its entirety and replacing it with the following: “According to Exhibit 99.2 to Form 6-K , which was filed by the Company with the Securities and Exchange Commission (the “ SEC ”) on July 25, 2024 , there were 12,432,158 Common Shares outstanding as of July 24, 2024 .” 3. The information set forth in the section of the Offer to Purchase entitled “ Summary Term Sheet ” is hereby amended and supplemented by deleting the discussion set forth under the caption “ WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE? ” in its entirety and replacing it with the following: “On October 10, 2023, the last full trading day before the commencement of the Offer, the closing price of the Shares on the Nasdaq Capital Market was $1.68 per Share. On August 14, 2024, the last full trading day before the filing of Amendment No. 7 to Schedule TO, the closing price of Common Shares reported on the Nasdaq Capital Market was $ 2.04 per Share. The Offer represents a premium

of the Schedule TO

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following text thereto: Exhibit Description (a)(1)(R) Complaint filed by Sphinx Investment Corp. in the High Court of the Republic of the Marshall Islands on August 13, 2024 (and stamped by such Court as received on August 15, 2024) (filed herewith).

SIGNATURES

SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: August 15, 2024 SPHINX INVESTMENT CORP. By: Levante Services Limited By: /s/ Kleanthis Costa Spathias Kleanthis Costa Spathias Director MARYPORT NAVIGATION CORP. By: Levante Services Limited By: /s/ Kleanthis Costa Spathias Kleanthis Costa Spathias Director George Economou /s/ George Economou George Economou EXHIBIT INDEX Exhibit Description (a)(1)(A) Offer to Purchase* (a)(1)(B) Form of Letter of Transmittal* (a)(1)(C) Form of Notice of Guaranteed Delivery* (a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* (a)(1)(E) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* (a)(1)(F) Form of Summary Advertisement as published in the New York Times on October 11, 2023 * (a)(1)(G) Amended and Restated Offer to Purchase* (a)(1)(H) Form of revised Letter of Transmittal* (a)(1)(I) Form of revised Notice of Guaranteed Delivery* (a)(1)(J) Form of revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* (a)(1)(K) Form of revised Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* (a)(1)(L) Complaint filed by Sphinx Investment Corp. in the Supreme Court of the State of New York located in the County of New York* (a)(1)(M) Press Release issued by Sphinx Investment Corp. on October 30, 2023* (a)(1)(N) Press Release issued by Sphinx Investment Corp. on November 15, 2023* (a)(1)(O) Supplement to Amended and Restated Offer to Purchase dated December 5, 2023* (a)(1)(P) Press Release issued by Sphinx Investment Corp. on March 26, 2024* (a)(1)(Q) Press Release issued by Sphinx Investment Corp. on J une 27, 2024* (a)(1)(R) Complaint

View Full Filing

View this SC 13D/A filing on SEC EDGAR