株探米国株
英語
エドガーで原本を確認する
6-K 1 tm2531451d5_6k.htm FORM 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2025

 

Commission File Number: 001-41858

 

Okeanis Eco Tankers Corp.

(Translation of registrant’s name into English)

 

c/o OET Chartering Inc., Ethnarchou Makariou Ave., & 2 D. Falireos St., 185 47 N. Faliro, Greece

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F x             Form 40-F ¨

 

 

 

 


 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

 

Reference is made to the press release issued by Okeanis Eco Tankers Corp. (the “Company”) dated November 19, 2025 titled “Completion and pricing of USD 115 million offering of new common shares.” The closing of such referenced registered direct offering is expected to take place on or about November 21, 2025, subject to the satisfaction of customary closing conditions. The registered direct offering is being made pursuant to the Company’s registration statement on Form F-3 (File No. 333-287032), previously filed with the Securities and Exchange Commission (the “SEC”) on May 7, 2025, and declared effective on May 21, 2025, and a prospectus supplement dated November 19, 2025.

 

Attached to this report on Form 6-K as Exhibit 4.1 is a copy of the engagement letter dated November 17, 2025 (the “Engagement Letter”), among the Company, Clarksons Securities AS and Fearnley Securities AS.

 

Attached to this report on Form 6-K as Exhibit 4.2 is a copy of the form of application agreement (the “Application Agreement”).

 

Attached to this report on Form 6-K as Exhibit 5.1 is a copy of the opinion of Watson Farley & Williams LLP as to the validity of the registrant’s common shares issued in the registered direct offering.

 

As compensation for services rendered by the placement agents in connection with the registered direct offering, the Company also agreed to (i) pay the placement agents an aggregate cash fee of a cash fee equal to 3.25% of the gross proceeds received by the Company in the registered direct offering (plus an additional amount at the discretion of the Company not to exceed 0.25% of the gross proceeds received by the Company), in each case not including any amounts purchased by certain affiliates of the Company, if any, and (ii) reimburse the placement agents for all expenses related to the offering of up to $20,000 plus legal expenses and other out-of-pocket expenses.

 

The Engagement Letter contains customary representations, warranties and covenants made by the Company. It also provides for indemnification by each of the Company and the placement agents, severally and not jointly, for certain losses or damages arising out of or in connection with the registered direct offering, including for certain liabilities under the Securities Act of 1933, as amended, and other obligations of the parties.

 

The Application Agreement contains customary representations, warranties and agreements as well as customary conditions to closing.

 

The representations, warranties and covenants contained in the Engagement Letter and Application Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Engagement Letter and Application Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Engagement Letter and Application Agreement is each incorporated herein by reference only to provide investors with information regarding the terms of the Engagement Letter and Application Agreement, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s other filings with the SEC.

 

This report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

 

This Report and the exhibits hereto are hereby incorporated by reference into the registrant’s registration statements: (A) on Form F-3 (File No. 333-287032), filed with the Securities and Exchange Commission on May 7, 2025 and declared effective on May 21, 2025 and (B) on Form F-3 (File No. 333-287036), filed with the Securities and Exchange Commission on May 7, 2025 and declared effective on May 21, 2025.

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

OKEANIS ECO TANKERS CORP.

 

  By: /s/ Iraklis Sbarounis
  Name: Iraklis Sbarounis
  Title: Chief Financial Officer

 

Date: November 20, 2025

 

 

 

EX-4.1 2 tm2531451d5_ex4-1.htm EXHIBIT 4.1

 

Exhibit 4.1

 

 

Okeanis Eco Tankers Corp.

Trust Company Complex

Ajeltake Island

Majuro MH96960

Marshall Islands

 

17 November 2025

 

Strictly private and confidential

 

Dear Sirs,

 

Re: Engagement letter for investment banking services

 

We are pleased to confirm the terms under which we are engaged to work with you and provide investment banking services in relation to the matters set forth below.

 

The services which we are engaged to perform shall be referred to as the “Engagement” and this letter as the “Engagement Letter”.

 

1. Background and parties

 

The purpose of this Engagement Letter is to set forth the terms and conditions under which Fearnley Securities AS (“Fearnley”), as Global Coordinator, and Clarksons Securities AS (“Clarksons”), as Joint Bookrunner, jointly referred to as the “Managers”, are engaged by Okeanis Eco Tankers Corp. (the “Company”) to act as its financial advisors in connection with an intended raising of USD 100 million through the issuance of new shares (the “Transaction”) which may be completed in one or multiple steps, the purpose of which is to fund the equity portion of the Company’s acquisitions of additional tanker vessels and general corporate purposes.

 

This Engagement Letter is supplemented by Fearnley’s Standard Terms of Assignment (the “Standard Terms”) and Fearnley’s General Business Terms, both of which are available at Fearnley’s web site (www.fearnleysecurities.com) (and are incorporated herein and constitute a part hereof). Reference is also made to Fearnley’s “Pricing, Placing and Allocation Policy” for important disclosures in terms of transaction execution and the services to be provided as part of the Engagement, as also available on the web site.

 

To the extent that the Engagement shall include any sales to clients in the US, the Managers will involve its affiliate companies in the US that are registered broker dealers under applicable US law (which in the case of Fearnley is Fearnley Securities Inc. and in the case of Clarksons is Clarksons Securities Inc.). In such case, it shall be understood that such affiliate companies shall be covered by the terms of this Engagement Letter including any representations and warranties of the Companies thereunder, and that such affiliate companies shall be regarded as Managers for the purpose of the Engagement.

 

In the event of discrepancies between the Engagement Letter and the Standard Terms or the General Business Terms, the Engagement Letter shall prevail. The Standard Terms shall apply mutatis mutandis to each of the Managers and any reference to Fearnley shall include each of the Managers.

 

2. Representations and Warranties and Covenants

 

The Company makes the representations and warranties as set forth in Annex I. Each of the parties makes the covenants and agreements set forth on Annex II.

 

Fearnley Securities
An Astrup Fearnley Company | www.fearnleysecurities.com

 

Page | 1


 

 

3. Scope of the Engagement

 

The Managers shall, in accordance with what is considered standard market practice for their respective roles in the Engagement, provide the following services to the Company as part of the Engagement:

 

i. Acting as the coordinator for the Transaction and providing general project management, including coordination of other advisors and third parties.

 

ii. Advising the Company regarding the structure, size, timing, organisation, marketing activities and overall execution of the Transaction.

 

iii. Assisting in selecting pricing model for the Transaction and setting the price/price range.

 

iv. Assisting in the preparation of transaction documents as required under applicable law or otherwise agreed with the Company, including any prospectus/information memorandum, other third-party presentation material, press releases, stock exchange announcements and similar market information.

 

v. Assisting the Company in its contacts with relevant regulators to the extent directly connected with the Transaction and at the request of the Company, it being understood that the Company shall have all responsibility to comply with regulation, requests, or requirements from such regulators.

 

vi. Engaging, at the expense of the Company, such third-party advisors as are required for the Transaction in accordance with market practice, including Manager’s counsel and/or diligence advisor(s), it being understood that no such third-party advisors shall be engaged without the approval of the Company.

 

vii. Assisting in planning and carrying out market activities and contacts with prospective investors, including road show activities and presentations.

 

viii. Acting as bookrunner and subscription office for the Transaction. The Company may at its discretion, decide that additional subscription offices may be appointed by way of additional bookrunners or co-managers.

 

ix. Preparing an allocation proposal for the securities subscribed in the Transaction, acting in accordance with the Company’s instruction and the Managers’ Pricing, Placing and Allocation policy as available on their web site.

 

x. Organize and execute the settlement of the Transaction.

 

xi. Perform currency exchange on behalf of the Company (if required, and pursuant to separate agreement).

 

The Managers shall not be liable for the inability to successfully complete the Transaction, whether on grounds of market conditions or for any other reason.

 

Unless specifically agreed, the Managers shall not have an obligation to:

 

xii. subscribe for any securities in the Transaction.

 

xiii. guarantee that the Transaction will be fully subscribed.

 

xiv. establish an underwriting syndicate or guarantee consortium for the Transaction.

 

xv. provide any payment guarantee or prepayment arrangement on behalf of the investors subscribing for securities in the Transaction.

 

xvi. conduct stabilization activities for the securities issued by the Transaction.

 

The Managers shall not have any obligation to provide tax, securities law or other legal, regulatory, accountancy or technical advice or services, and no information provided by the Managers may be considered as such. It is the responsibility of the Company obtain such advice as it may require.

 

Fearnley Securities
An Astrup Fearnley Company | www.fearnleysecurities.com

 

Page | 2


 

 

The Company confirms that, to the extent required under applicable law, it has considered the equal treatment of its shareholders when deciding that the Transaction should be carried out as a registered direct offering as opposed to a rights offering to its existing shareholders. The Company furthermore confirms that its senior management has the necessary knowledge and experience to make this decision, or, if relevant, its senior management has explicitly and clearly made the Managers aware of their lack of knowledge and experience in this regard. The Managers assume no responsibility for the Company’s obligation with respect to its equal treatment of its shareholders.

 

The liability of the Managers under this Engagement Letter shall be several and not joint. The rights of each of the Managers under this Engagement Letter may be enforced separately by each of them. No compromise or waiver by a Manager will affect the rights of or otherwise bind the other Managers. No Manager has any authority to act on behalf of any other Manager unless expressly authorized to do so.

 

4. Fees, expenses and payment terms

 

As remuneration for the services to be provided by the Managers under the Engagement, the Company agrees to pay the following fees, subject to successful completion of a Transaction:

 

a. A Transaction Fee, of 3.25% of the gross proceeds from the Transaction to be paid upon the successful completion of a Transaction and to be split between the Managers as follows:

 

· Global Coordinator: 60%

 

· Joint Bookrunner: 40%

 

b. A Discretionary Fee, to be paid at the Company’s discretion upon the successful completion of a Transaction, calculated as up to 0.25% of the gross proceeds from such Transaction. The Discretionary Fee shall be allocated between the Managers at the Company’s full discretion.

 

Proceeds, whether in cash or in-kind from shares allocated to the Alafouzos family, and/or their direct affiliates, in the Transaction shall be excluded from the calculation of both the Transaction Fee and the Discretionary Fee.

 

The Managers shall have the right to withhold any amounts due to the Managers in relation to the Engagement (such as Transaction Fee, Discretionary Fee and applicable expenses) in connection with the release of net proceeds to the Company.

 

The fees shall be payable regardless of the number of tasks set out in section 2 which have actually been performed. If the Transaction is carried out in more than one step/tranche, each step/tranche shall entitle the Managers to fees as set out above.

 

The Company’s obligation to cover the Manager’s expenses are set forth in the Standard Terms and shall, for avoidance of doubt, include an obligation to cover, as applicable, the Manager’s expenses related to bookrunner software (Dealogic) and market sounding software (Logwise) at the prevailing cost. With respect to other third-party expenses, the Managers shall always seek the Company’s authorization before incurring any material costs or expenses hereunder. Notwithstanding the above, the costs related to the Transaction, excluding Managers’ counsel, shall be capped at USD 20,000, otherwise the Managers will seek approval by the Company, and a single expense related to the Transaction over USD 1,500 shall require approval by the Company.

 

5. Conditions to the Managers’ Obligations

 

As a condition to the several obligations of the Managers under the Engagement Letter and other transaction documents contemplated herein, the Company shall satisfy the conditions and comply with the covenants set forth in Annex II unless waived by both of the Managers.

 

Fearnley Securities
An Astrup Fearnley Company | www.fearnleysecurities.com

 

Page | 3


 

 

6. Duration, termination, and survival

 

The Engagement shall terminate upon the earlier of (i) the conclusion of the Transaction and (ii) after 4 months following the signing of this Engagement Letter.

 

The Engagement Letter and the Engagement may be terminated with or without cause by the Company or by the Managers by written notice at any time.

 

The following provisions shall survive any termination of the Engagement Letter and remain in full force and effect:

 

a. Accrued rights and liabilities, including any rights to payment of fees earned, and reimbursement of expenses incurred, by the Managers at the date of termination; and

 

b. The termination/survival, confidentiality, conflicts of interest, right of first refusal, responsibility/liability and indemnification provisions of this Engagement Letter and the Standard Terms.

 

In addition, where (i) the Company terminates the Engagement without cause or (ii) the Managers terminate the Engagement with cause, the Managers’ right to fees pursuant to this Engagement Letter shall survive and remain in full force and effect and become payable where, within 6 months from termination, any transaction to which this Engagement Letter would have applied is resolved, agreed (whether subject to conditions or otherwise) or concluded by the Company. Such right to fees will not apply in the event the Managers have been offered by the Company to assist with a transaction following termination on terms not less favourable than the terms of this Engagement, but the Managers have declined to participate in.

 

7. Client registration and classification

 

The provision of investment banking services or ancillary services by the Managers entails an obligation for each Manager to have the Company registered as a client, including the obligations under the Act of 1 June 2018 no. 23 regarding measures to combat laundering and terrorist financing (the Anti-Money Laundering Act) and appurtenant regulations. Accordingly, this Engagement Letter shall not be binding upon the Managers until and unless the completion of such satisfactory client registration. As part of such client registration, the Managers will perform an evaluation of the Company’s degree of sophistication (non-professional, professional or eligible counterparty) which will have impact on the level of client protection that the Managers will be required to provide under EU/EEA legislation. The Company is responsible for keeping the Managers informed about any changes that could affect its classification.

 

Fearnley’s provision of investment banking services is subject to its General Business Terms and Conditions which are available on its web site. General terms and conditions as well as additional information with respect to investment banking services provided by Clarksons are available on Clarksons’ web site.

 

8. Product governance

 

The Company notes the application of the requirements of Article 9(8) of the Product Governance Rules under EU Delegated Directive 2017/593 (the “MiFID II Product Governance Rules”) and acknowledges that the target market and distribution channels will be identified by the Managers for the Transaction.

 

The Company notes the application of the sustainability requirements under the Regulation (EU) 2019/2088 (SFDR) and acknowledges the scope and content of sustainability-related information that must be communicated and presented to investors.

 

For the purposes of the requirements of the MiFID Product Governance Rules regarding the mutual responsibilities of manufacturers under the MiFID Product Governance Rules, each of the Managers acknowledges to each other that it understands the responsibilities conferred upon it under the MiFID Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels for the Transaction.

 

Fearnley Securities
An Astrup Fearnley Company | www.fearnleysecurities.com

 

Page | 4


 

 

9. Choice of law and disputes

 

This Engagement Letter shall be governed and construed in accordance with Norwegian law.

 

Any dispute arising in connection with this Engagement Letter shall be settled by the ordinary courts with the Oslo District Court as the (non-exclusive) legal venue. Clients with a foreign legal venue waive any right they have to oppose a lawsuit that is related to this Engagement Letter being heard by the Oslo District Court. Clients with a legal venue abroad may, irrespective of the above, be sued by the Manager in such a legal venue should the Manager wish to do so.

 

10. Signature and miscellaneous

 

The Company represents and warrants that the execution of this Engagement Letter has been approved and authorized by its relevant corporate bodies, and the persons signing the Engagement Letter on behalf of the Company confirm that they have the express power and authority to engage the Managers on the terms hereof.

 

For the avoidance of doubt, the Company agrees that the Engagement shall not restrict the Managers from engaging in similar transactions for other clients or to advise prospective investors in a transaction in relation to other investments. Fearnley’s policy for conflicts of interest is available on its web site (www.fearnleysecurities.com).

 

*****

 

Fearnley Securities
An Astrup Fearnley Company | www.fearnleysecurities.com

 

Page | 5


 

 

Please confirm your agreement to the terms of the Engagement by signing this Engagement Letter and returning it to us.

 

Yours faithfully,

 

For Fearnley Securities AS

 

/s/ Nicolas Duran   /s/ Petter Skar
     
Nicolas Duran   Petter Skar
     
Partner   Head of ECM

 

 

For Clarksons Securities AS

 

/s/ Espen Lysdahl   /s/ Christian Fodstad
     
Espen Lysdahl   Christian Fodstad
     
Managing Director   Chief Compliance Officer

 

 

Agreed and accepted

 

For Okeanis Eco Tankers Corp.

 

By: /s/ Iraklis Sbarounis    
     
Name: Iraklis Sbarounis    
     
Title: Chief Financial Officer    

 

Fearnley Securities
An Astrup Fearnley Company | www.fearnleysecurities.com

 

Page | 6


 

 

Annex I

 

Representations and Warranties of the Company

 

In connection with the proposed sale to certain investors (the “Direct Offering”) of shares of common stock, par value $0.001 per share (the “Shares”), of the Company, the Company is providing the Managers with certain representations and warranties set forth in this Annex I.

 

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus (File No. 333-287032) on Form F-3 relating to the securities (the “Shelf Securities”), including the Shares, to be issued from time to time by the Company. The registration statement as amended to the date of the Engagement Letter, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement”, and the related prospectus covering the Shelf Securities dated May 21, 2025 in the form first used to confirm sales of the Shares (or in the form first made available to the Managers by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Basic Prospectus.” The Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Shares in the form first used to confirm sales of the Shares (or in the form first made available to the Managers by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Prospectus,” and the term “preliminary prospectus” means any preliminary form of the Prospectus. For purposes of this Annex I, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “Time of Sale Prospectus” means the documents and pricing information identified in Schedule I hereto, and “broadly available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person. As used herein, the terms “Registration Statement,” “Basic Prospectus,” “preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein as of the date hereof. The terms “supplement,” “amendment,” and “amend” as used herein with respect to the Registration Statement, the Basic Prospectus, the Time of Sale Prospectus, any preliminary prospectus or the Prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are deemed to be incorporated by reference therein pursuant to Item 6 of Form F-3.

 

The Company represents and warrants to and agrees with each of the Managers that:

 

(a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the knowledge of the Company, threatened by the Commission.

 

(b) (i) Each part of the Registration Statement, when it became effective, did not contain, and, as amended or supplemented, if applicable, will not, as of the date of such amendment or supplement, contain as of the date of such amendment or supplement any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement as of the date hereof does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement and the Prospectus comply, and as amended or supplemented, if applicable, will as of the date of such amendment or supplement comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 2(a)), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (v) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (vi) the Prospectus does not contain and, as amended or supplemented, if applicable, will not as of its date contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus, broadly available road show materials or the Prospectus based upon information relating to any Manager furnished to the Company in writing by such Manager through the Managers expressly for use therein.

 

Fearnley Securities
An Astrup Fearnley Company | www.fearnleysecurities.com

 

Page | 7


 

 

(c) The Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will at the time of such filing comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule I hereto forming part of the Time of Sale Prospectus, and electronic road shows, if any, each furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The documents set forth on Schedule I are hereinafter the “Offering Documents.”

 

(d) The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the Republic of the Marshall Islands, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”).

 

(e) Each subsidiary of the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect; all of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly by the Company, free and clear of all liens, encumbrances, equities or claims, except liens, encumbrances, equities or claims that are granted pursuant to loan agreements or sale and leaseback arrangements that are disclosed (including by incorporation by reference) in the Registration Statement and their and related security documents, and except to the extent that such liens, encumbrances, equities or claims would not have a material adverse effect.

 

(f) The Engagement Letter has been duly authorized, executed and delivered by the Company.

 

(g) The authorized capital stock of the Company conforms as to legal matters in all material respects to the description thereof contained in each of the Time of Sale Prospectus and the Prospectus.

 

(h) The shares of common stock outstanding prior to the issuance of the Shares have been duly authorized and are validly issued, fully paid and non-assessable.

 

(i) The Shares to be placed by the Managers on behalf of the Company will be duly authorized for issuance and sale, and, when issued and delivered by the Company to prospective purchasers pursuant to any applicable application agreement on the Closing Date, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights.

 

Fearnley Securities
An Astrup Fearnley Company | www.fearnleysecurities.com

 

Page | 8


 

 

(j) The execution (if and as applicable) and delivery by the Company (if and as applicable) of, and the performance by the Company of its obligations under, the Engagement Letter and each of the Offering Documents will not contravene (w) any material provision of applicable law except for such conflicts that would not reasonably be expected to result in a Material Adverse Effect, or (x) the second amended and restated articles of incorporation or third amended and restated bylaws of the Company or (y) any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, except for such conflicts that would not reasonably be expected to result in a Material Adverse Effect or (z) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, except for such that would not reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under the Engagement Letter and each of the Offering Documents, except such as may have already been obtained or may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares or the Financial Industry Regulatory Authority, Inc.

 

(k) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus.

 

(l) There are no legal or governmental proceedings (“Proceedings”) pending or, to the Company’s knowledge, threatened to which the Company or any of its subsidiaries is a party, or to which any of the properties of the Company or any of its subsidiaries is subject (1) other than proceedings accurately described in all material respects in the Time of Sale Prospectus and Proceedings that would not have a Material Adverse Effect, or on the power or ability of the Company to perform its obligations under the Engagement Letter, the Offering Documents or to consummate the transactions contemplated by the Time of Sale Prospectus or (2) that are required to be described in the Registration Statement or the Prospectus and are not so described in all material respects; and there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described in all material respects or filed as required.

 

(m) Each preliminary prospectus filed as part of the registration statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder.

 

(n) The Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

 

(o) The Company and its subsidiaries (i) are in compliance with any and all applicable international, foreign, federal, state and local laws, regulations, conventions and treaties (including those promulgated by the International Maritime Organization) relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants, including petroleum, petroleum products or other hydrocarbons (“Environmental Laws”), (ii) have received all permits, licenses, certificates or other approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (iii) are in compliance with all terms and conditions of any such permit, license, certificate or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses, certificates or other approvals or failure to comply with the terms and conditions of such permits, licenses, certificates or approvals would not, singly or in the aggregate, have a Material Adverse Effect.

 

(p) There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up or remediation of releases, closure of properties or compliance with Environmental Laws or any permit, license, certificate or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, singly or in the aggregate, be reasonably be likely to have a Material Adverse Effect.

 

(q) There are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company to include such securities with the Shares registered pursuant to the Registration Statement, other than registration rights that have been or will be satisfied, waived or complied with.

 

Fearnley Securities
An Astrup Fearnley Company | www.fearnleysecurities.com

 

Page | 9


 

 

(r) Neither the Company nor any of its subsidiaries, nor any director or executive officer, nor, to the Company’s knowledge, any employee, agent or representative of the Company or of any of its subsidiaries, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to corruptly influence official action or secure an improper advantage; and the Company and its subsidiaries have conducted their businesses in compliance in all material respects with applicable anti-corruption laws and have instituted and maintain policies and procedures designed to promote and achieve compliance with such laws in all material respects.

 

(s) The operations of the Company and its subsidiaries are conducted in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”), and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

 

(t)

 

i. The Company represents that neither the Company nor any of its subsidiaries (collectively, the “Entity”) or any director or executive officer, or, to the knowledge of the Company, any employee, agent, or representative of the Entity, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is:

 

A. the subject of any sanctions administered or enforced by the US Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union (“EU”), Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor

 

B. located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, Libya, North Korea, Sudan and Syria).

 

ii. The Company represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:

 

A. to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions in violation of applicable Sanctions law; or

 

B. in any other manner that will result in a violation of Sanctions laws by any Person (including any Person participating in the offering, whether as advisor, investor or otherwise), to the extent that it is in the control of the Company.

 

(u) Subsequent to the respective dates as of which information is given in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) the Company and its subsidiaries have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction; (ii) the Company has not purchased any of its outstanding capital stock, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (iii) there has not been any material change in the capital stock, short term debt or long term debt of the Company and its subsidiaries, except in each case as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, respectively. Neither the Company nor any of the subsidiaries has sustained since the date of the preliminary prospectus any loss or interference with its respective business from the actual or constructive loss of or to any vessel, the requisition for title of any vessel, fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that resulted in a material adverse effect to the Company and its subsidiaries taken as a whole.

 

Fearnley Securities
An Astrup Fearnley Company | www.fearnleysecurities.com

 

Page | 10


 

 

(v) The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in the Time of Sale Prospectus or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or as could not reasonably be expected to have a Material Adverse Effect.

 

(w) The Company and its subsidiaries own or possess, or can acquire on reasonable terms, all material patents, patent rights, licenses, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names currently employed by them in connection with the business now operated by them, except where the failure to own, possess or acquire any of the foregoing would not reasonably be likely to result in a Material Adverse Effect, and neither the Company nor any of its subsidiaries has received any written notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, would reasonably be likely to have a Material Adverse Effect.

 

(x) No material labor dispute with the employees of the Company or its subsidiaries exists, except as described in the Time of Sale Prospectus, or, to the knowledge of the Company is imminent.

 

(y) The Company and its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged, and neither the Company nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect, except as described in the Time of Sale Prospectus.

 

(z) The Company and its subsidiaries possess all licenses, certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such licenses, certificates, authorizations and permits would not reasonably be likely to have a Material Adverse Effect, and neither the Company nor any of its subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such license, certificate, authorization or permit which, singly or in the aggregate, would reasonably be likely to have a Material Adverse Effect, except as described in the Time of Sale Prospectus.

 

(aa) The Company and its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Time of Sale Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

(bb) Except as described in the Registration Statement or Time of Sale Prospectus, the Company has not sold, issued or distributed any shares of Common Stock during the six month period preceding the date hereof, including any sales pursuant to Rule 144A, Regulation D or Regulation S under the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.

 

Fearnley Securities
An Astrup Fearnley Company | www.fearnleysecurities.com

 

Page | 11


 

 

(cc) Except as provided in the credit, loan and financing lease agreements described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and/or limited by the Business Corporations Act of the Republic of the Marshall Islands and the Business Corporation Act of the Republic of Liberia, no subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company. All dividends and other distributions declared and payable on the shares of capital stock of the Company may under the current laws and regulations of the Republic of the Marshall Islands be paid in United States dollars and may be freely transferred out of the Republic of the Marshall Islands, and, assuming that all payments of dividends are made to persons who are not Marshall Islands residents or citizens, all such dividends are not subject to withholding or other taxes under the current laws and regulations of the Republic of the Marshall Islands.

 

(dd) Assuming that none of the equity interests of the Company is owned, directly or indirectly, by the Republic of the Marshall Islands or any other sovereign, the Company does not have any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of the Republic of the Marshall Islands.

 

(ee) The Company is a “foreign private issuer” as defined in Rule 405 of the Securities Act.

 

(ff) All of the vessels described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, with the exception of those newbuilding vessels which have not been acquired, are owned or chartered-in directly by subsidiaries of the Company; each of the vessels described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as owned by one of the Company’s subsidiaries has been duly registered in the name of the relevant entity that owns it under the laws and regulations and the flag of the nation of its registration, in each case as disclosed in Time of Sale Prospectus and the Prospectus.

 

(gg) Each of the Operative Documents listed in Schedule II hereto (each, an “Operative Document”) has been duly authorized, executed and delivered by the Company, and, assuming that the counterparties have or will execute each such Operative Document, such Operative Document, to the knowledge of the Company, is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. Neither the Company nor any subsidiary has sent or received any written communication regarding termination of any Operative Document and no such termination has been threatened in writing by the Company or any subsidiary of the Company or, to the Company’s knowledge, by any third party.

 

(hh) Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, there is no broker, finder or other party that is entitled to receive from the Company any brokerage or finder’s fee or other fee or commission as a result of any transactions contemplated by the Engagement Letter.

 

Fearnley Securities
An Astrup Fearnley Company | www.fearnleysecurities.com

 

Page | 12


 

 

Annex II

 

Conditions to the Managers’ Obligations and Covenants of the Company and the Managers

 

1. As a condition to the several obligations of the Managers under the Engagement Letter and other transaction documents contemplated herein, the Company shall meet the following conditions unless waived by both of the Managers:

 

(a) Subsequent to the execution and delivery of the Engagement Letter and prior to the date of the closing of the Transaction (the “Closing Date”):

 

i. there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of the Engagement Letter that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus; and

 

ii. all corporate proceedings and other legal matters incident to the authorization, form and validity of the Engagement Letter and the Offering Documents included in Annex I shall be reasonably satisfactory in all material respects to counsel for the Managers.

 

(b) The Managers shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, in a form previously agreed by the parties.

 

(c) The Managers shall have received on the Closing Date a certificate, dated the Closing Date and signed by the Chief Financial Officer of the Company in a form previously agreed by the parties.

 

(d) The Managers shall have received on the Closing Date an opinion of Watson Farley & Williams LLP, outside counsel for the Company, dated the Closing Date, in a form previously agreed by the parties. The opinion of Watson Farley & Williams LLP shall be rendered to the Managers at the request of the Company and shall so state therein.

 

(e) The Managers shall have received, on each of the date of the Engagement Letter and the Closing Date, a letter dated the date of the Engagement Letter or the Closing Date, as the case may be, in form and substance reasonably satisfactory to the Managers, from Deloitte Certified Public Accountants S.A., independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Managers with respect to the financial statements and certain financial information relating to periods on or prior to the fiscal year ended December 31, 2024 contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letters delivered on the date hereof and the Closing Date shall use a “cut off date” not earlier than three days prior to the date of such respective letter.

 

2. The Company covenants with each Manager as follows:

 

(a) To furnish to the Managers, without charge and upon request, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference therein) and to furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of the Engagement Letter and during the period mentioned in Section 4(e) or 4(f) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.

 

Fearnley Securities
An Astrup Fearnley Company | www.fearnleysecurities.com

 

Page | 13


 

 

(b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.

 

(c) To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which you reasonably object.

 

(d) Not to take any action that would result in a Manager or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Managers that the Managers otherwise would not have been required to file thereunder, without the consent of the Managers.

 

(e) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the reasonable opinion of counsel for the Managers, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Managers upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.

 

(f) If, during such period after the first date of the placement of the Shares as in the reasonable opinion of counsel for the Managers the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Manager or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Managers, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Managers to which Shares may have been sold by you on behalf of the Managers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.

 

(g) To endeavour to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request, provided, however, that nothing contained herein shall require the Company to qualify to do business in any jurisdiction, to execute a general consent to service of process in any jurisdiction or to subject itself to taxation in any jurisdiction in which it is not otherwise subject.

 

(h) To make generally available to the Company’s security holders and to you as soon as practicable an earning statement covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of the Engagement Letter pursuant to the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.

 

Fearnley Securities
An Astrup Fearnley Company | www.fearnleysecurities.com

 

Page | 14


 

 

(i) If requested by a Manager, to prepare a final term sheet relating to the offering of the Shares, containing only information that describes the final terms of the offering in a form consented to by the Manager, and to file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date the final terms have been established for the offering of the Shares.

 

Each Manager agrees, severally and not jointly, to indemnify and hold harmless the Company, the directors of the Company, the officers of the Company who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with (x) defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectus or any amendment supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Manager furnished to the Company in writing by such Manager through you expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, or the Prospectus or any amendment or supplement thereto and (y) any Manager violating or causing the Company to violate, the Securities Act, including by not appropriately involving a registered broker dealer under applicable US law with respect the offering described in this Engagement Letter.

 

Fearnley Securities
An Astrup Fearnley Company | www.fearnleysecurities.com

 

Page | 15


 

 

Schedule I

 

· 424(b)(5) Preliminary Prospectus Supplement to be filed by the Company with the Commission.

 

· The public offering price and the number of new Shares sold in the Direct Offering.

 

· Final Term Sheet to be filed as a Free Writing Prospectus with the Commission under Rule 433(d) of the Securities Act.

 

· Any other Free Writing Prospectus that the Company or Managers utilize in connection with the Transaction, if any, that is filed by the Company with the Commission under Rule 433(d) of the Securities Act.

 

Fearnley Securities
An Astrup Fearnley Company | www.fearnleysecurities.com

 

Page | 16


 

 

Schedule II

 

1. Technical Management Agreement, as amended and restated on November 1, 2023, among Omega Two Marine Corp. and Kyklades Maritime Corporation.
2. Technical Management Agreement, as amended and restated on November 1, 2023, among Omega Three Marine Corp. and Kyklades Maritime Corporation.
3. Technical Management Agreement, as amended and restated on November 1, 2023, among Omega Seven Marine Corp. and Kyklades Maritime Corporation.
4. Technical Management Agreement, as amended and restated on November 1, 2023, among Omega One Marine Corp. and Kyklades Maritime Corporation.
5. Technical Management Agreement, as amended and restated on November 1, 2023, among Omega Four Marine Corp. and Kyklades Maritime Corporation.
6. Technical Management Agreement, as amended and restated on November 1, 2023, among Omega Five Marine Corp. and Kyklades Maritime Corporation.
7. Technical Management Agreement, as amended and restated on November 1, 2023, among Nellmare Marine Ltd and Kyklades Maritime Corporation.
8. Technical Management Agreement, as amended and restated on November 1, 2023, among Moonsprite Shipping Corp. and Kyklades Maritime Corporation.
9. Technical Management Agreement, as amended and restated on November 1, 2023, among Arethusa Shipping Corp. and Kyklades Maritime Corporation.
10. Technical Management Agreement, as amended and restated on November 1, 2023, among Anassa Navigation S.A. and Kyklades Maritime Corporation.
11. Technical Management Agreement, as amended and restated on November 1, 2023, among Omega Ten Marine Corp. and Kyklades Maritime Corporation.
12. Technical Management Agreement, as amended and restated on November 1, 2023, among Omega Six Marine Corp. and Kyklades Maritime Corporation.
13. Technical Management Agreement, as amended and restated on November 1, 2023, among Ark Marine S.A. and Kyklades Maritime Corporation.
14. Technical Management Agreement, as amended and restated on November 1, 2023, among Theta Navigation Ltd and Kyklades Maritime Corporation.
15. Commercial Management Agreement dated June 28, 2018 among Omega Two Marine Corp. and OET Chartering, Inc.
16. Commercial Management Agreement dated June 28, 2018 among Omega Three Marine Corp. and OET Chartering, Inc.
17. Commercial Management Agreement dated June 28, 2018 among Omega Seven Marine Corp. and OET Chartering, Inc.
18. Commercial Management Agreement dated June 28, 2018 among Omega One Marine Corp. and OET Chartering, Inc.
19. Commercial Management Agreement dated June 28, 2018 among Omega Four Marine Corp. and OET Chartering, Inc.
20. Commercial Management Agreement dated June 28, 2018 among Omega Five Marine Corp. and OET Chartering, Inc.
21. Commercial Management Agreement dated June 28, 2018 among Nellmare Marine Ltd and OET Chartering, Inc.
22. Commercial Management Agreement dated June 28, 2018 among Moonsprite Shipping Corp. and OET Chartering, Inc.
23. Commercial Management Agreement dated June 28, 2018 among Arethusa Shipping Corp. and OET Chartering, Inc.
24. Commercial Management Agreement dated June 28, 2018 among Anassa Navigation S.A. and OET Chartering, Inc.
25. Commercial Management Agreement dated September 1, 2020 among Omega Ten Marine Corp. and OET Chartering, Inc.
26. Commercial Management Agreement dated September 1, 2020 among Omega Six Marine Corp. and OET Chartering, Inc.
27. Commercial Management Agreement dated January 7, 2022 among Ark Marine S.A. and OET Chartering, Inc.
28. Commercial Management Agreement dated January 19, 2022 among Theta Navigation Ltd and OET Chartering, Inc.

 

Fearnley Securities
An Astrup Fearnley Company | www.fearnleysecurities.com

 

Page | 17


 

 

29. ETS Services Agreement dated March 1, 2024 among Theta Navigation Ltd and Kyklades Maritime Corporation.
30. ETS Services Agreement dated March 1, 2024 among Omega Two Marine Corp. and Kyklades Maritime Corporation.
31. ETS Services Agreement dated March 1, 2024 among Omega Three Marine Corp. and Kyklades Maritime Corporation.
32. ETS Services Agreement dated March 1, 2024 among Omega Ten Marine Corp. and Kyklades Maritime Corporation.
33. ETS Services Agreement dated March 1, 2024 among Omega Six Marine Corp. and Kyklades Maritime Corporation.
34. ETS Services Agreement dated March 1, 2024 among Omega Seven Marine Corp. and Kyklades Maritime Corporation.
35. ETS Services Agreement dated March 1, 2024 among Omega One Marine Corp. and Kyklades Maritime Corporation.
36. ETS Services Agreement dated March 1, 2024 among Omega Four Marine Corp. and Kyklades Maritime Corporation.
37. ETS Services Agreement dated March 1, 2024 among Omega Five Marine Corp. and Kyklades Maritime Corporation.
38. ETS Services Agreement dated March 1, 2024 among Nellmare Marine Ltd and Kyklades Maritime Corporation.
39. ETS Services Agreement dated March 1, 2024 among Moonsprite Shipping Corp. and Kyklades Maritime Corporation.
40. ETS Services Agreement dated March 1, 2024 among Ark Marine S.A. and Kyklades Maritime Corporation.
41. ETS Services Agreement dated March 1, 2024 among Arethusa Shipping Corp. and Kyklades Maritime Corporation.
42. ETS Services Agreement dated March 1, 2024 among Anassa Navigation S.A. and Kyklades Maritime Corporation.
43. Facility Agreement dated May 23, 2022 among Nellmare Marine Ltd, as Borrower A, Anassa Navigation S.A., as Borrower B, the Companies listed in Part A of Schedule 1, as Hedge Guarantors, Okeanis Eco Tankers Corp., as Corporate Guarantor, and National Bank of Greece S.A., as Lender as amended by Amendment No. 1 to Loan Facility Agreement, dated June 29, 2023 among Nellmare Marine Ltd, as Borrower A, Anassa Navigation S.A., as Borrower B, Okeanis Eco Tankers Corp., as Corporate Guarantor and National Bank of Greece S.A., as Lender, in respect of the refinancing of m.ts NISSOS DONOUSSA and. NISSOS KYTHNOS.
44. Facility Agreement dated June 27, 2023 among Omega Three Marine Corp., Omega Four Marine Corp. and Arethusa Shipping Corp., as Borrowers and Hedge Guarantors, Okeanis Eco Tankers Corp., as Guarantor, the Financial Institutions listed in Part B of Schedule 1, as Original Lenders, the Financial Institutions listed in Part C of Schedule 1, as Original Hedge Counterparties and ABN AMRO Bank N.V., as Arranger, Facility Agent and Security Agent, in respect of the refinancing of m.ts KIMOLOS, FOLEGANDROS and NISSOS KEROS.
45. Facility Agreement dated September 8, 2023 among Omega Six Marine Corp. and Omega Ten Marine Corp., as Borrowers and Hedge Guarantors, Okeanis Eco Tankers Corp., as Guarantor, Credit Agricole Corporate and Investment Bank, as Arranger, the Financial Institutions listed in Part B of Schedule 1 as Original Lenders, the Banks and Financial Institutions listed in Part C of Schedule 1, as Hedge Counterparties and Credit Agricole Corporate and Investment Bank as Facility Agent and Security Agent, in respect of the refinancing of m.ts NISSOS SIKINOS and NISSOS SIFNOS.

 

Fearnley Securities
An Astrup Fearnley Company | www.fearnleysecurities.com

 

Page | 18


 

 

46. Bareboat Charter and related Memorandum of Agreement each dated February 10, 2018 between OCY Knight 1 Limited, as Owner/Buyer and Omega Five Marine Corp., as Bareboat Charterer/Seller, relating to Hull No. 3012 (NISSOS RHENIA), as amended by Addendum No. 1 to the Bareboat Charter Party for (NISSOS RHENIA), dated September 6, 2018, between OCY Knight 1 Limited, as Owner and Omega Five Marine Corp., as Charterer, Addendum No. 2 to the Bareboat Charter Party for Hull No. 3012 (NISSOS RHENIA), dated June 28, 2021, between OCY Knight 1 Limited, as Owner and Omega Five Marine Corp., as Charterer, and Addendum No. 3 to the Bareboat Charter Party for NISSOS RHENIA, dated April 27, 2023, between OCY Knight 1 Limited, as Owner and Omega Five Marine Corp., as Charterer, and Charter Guarantee dated September 30, 2018 between Okeanis Eco Tankers Corp., as Guarantor and OCY Knight 1 Limited, as Owner.
47. Bareboat Charter and related Memorandum of Agreement each dated February 10, 2018 between OCY Knight 2 Limited, as Owner/Buyer and Omega Seven Marine Corp., as Bareboat Charterer/Seller, relating to Hull No. 3013 (NISSOS DESPOTIKO), as amended by Addendum No. 1 to the Bareboat Charter Party for (NISSOS DESPOTIKO), dated September 6, 2018, between OCY Knight 2 Limited, as Owner and Omega Seven Marine Corp., as Charterer, Addendum No. 2 to the Bareboat Charter Party for Hull No. 3013 (NISSOS DESPOTIKO), dated June 4, 2021, between OCY Knight 2 Limited, as Owner and Omega Seven Marine Corp., as Charterer, Addendum No. 3 to the Bareboat Charter Party for Hull No. 3013 (NISSOS DESPOTIKO), dated June 28, 2021 between OCY Knight 2 Limited, as Owner and Omega Seven Marine Corp., as Charterer, and Addendum No. 4 to the Bareboat Charter Party for NISSOS DESPOTIKO, dated April 27, 2023, between OCY Knight 2 Limited, as Owner and Omega Seven Marine Corp., as Charterer, and Charter Guarantee dated September 30, 2018 between Okeanis Eco Tankers Corp., as Guarantor and OCY Knight 2 Limited, as Owner.
48. Facility Agreement dated January 31, 2024 among Omega One Marine Corp., as Borrower, Okeanis Eco Tankers Corp., as Guarantor, the Financial Institutions listed in Part B of Schedule 1, as Original Lenders and Kexim Asia Limited, as Mandated Lead Arranger, Facility Agent and Security Agent, in respect of the refinancing of m.t. “MILOS.”
49. Supplemental Agreement, dated May 21, 2024 and by and between Nellmare Maritine Ltd and Okeanis Eco Tankers Corp, to the existing Facility Agreement dated May 23, 2022 among Nellmare Marine Ltd, as Borrower A, Anassa Navigation S.A., as Borrower B, the Companies listed in Part A of Schedule 1, as Hedge Guarantors, Okeanis Eco Tankers Corp., as Corporate Guarantor, and National Bank of Greece S.A., as Lender as amended by Amendment No. 1 to Loan Facility Agreement, dated June 29, 2023 among Nellmare Marine Ltd, as Borrower A, Anassa Navigation S.A., as Borrower B, Okeanis Eco Tankers Corp., as Corporate Guarantor and National Bank of Greece S.A., as Lender, in respect of the refinancing of m.t NISSOS DONOUSSA.
50. Credit Facility Agreement dated May 21, 2024 by and among Anassa Navigation S.A., as Borrower, Okeanis Eco Tankers Corp., as Parent Guarantor, and Danish Ship Finance A/S, as Original Lender in respect of the refinancing of m.t NISSOS KYTHNOS.
51. Credit Facility Agreement dated June 20, 2024 by and among Omega Two Marine Corp., as Borrower, Okeanis Eco Tankers Corp., as Guarantor, the Financial Institutions listed in Part B of Schedule 1 as Original Lenders, Bank SinoPac Co., Ltd., as Facility Agent and Security Agent in respect of the refinancing of m.t POLIEGOS.
52. Facility Agreement dated May 8, 2025 by and among Theta Navigation Ltd and Moonsprite Shipping Corp., as joint and several Borrowers, Okeanis Eco Tankers Corp., as Guarantor, and Alpha Bank S.A., as Original Lender in respect of the refinancing of m.t NISSOS NIKOURIA and m.t NISSOS ANAFI.

 

Fearnley Securities
An Astrup Fearnley Company | www.fearnleysecurities.com

 

Page | 19


 

 

53. Term Loan Facility dated June 17, 2025 by and among Ark Marine S.A., as Borrower, Okeanis Eco Tankers Corp., as Guarantor, and E.Sun Commercial Bank, Ltd. as Facility Agent and E.Sun Commercial Bank, Ltd., Hong Kong Branch, as Arranger and Security Agent, in respect of the refinancing of m.t “NISSOS KEA.”
54. Registration Rights Agreement dated December 6, 2023 among Okeanis Eco Tankers Corp., Glafki Marine Corp. and Hospitality Assets Corp.
55. Shared Services Agreement dated November 1, 2023 between OET Chartering Inc. and Kyklades Maritime Corporation.

 

Fearnley Securities
An Astrup Fearnley Company | www.fearnleysecurities.com

 

Page | 20

 

EX-4.2 3 tm2531451d5_ex4-2.htm EXHIBIT 4.2

 

Exhibit 4.2 

 

  Okeanis Eco Tankers Corp.

Application Agreement

(Offering 18 November 2025)

Fearnley Securities AS

Clarksons Securities AS

 

General Information: Okeanis Eco Tankers Corp., a corporation incorporated under the laws of the Republic of Marshall Islands (registration number 96382, LEI code 213800U35RCYXTKVEM65) (the “Company” or the “Issuer”), with shares that are primarily listed on the New York Stock Exchange under the trading symbol “ECO” and registered under SEDOL BLR8SN2, and secondary listed on Euronext Oslo Børs under the trading symbol “OET” and registered under ISIN MHY641771016, intends to offer new common shares in the Company, each with a par value of USD 0.001 (the “Offer Shares”) to raise gross proceeds of approximately USD 100 million (the “Offering”).

 

Offer price: The offering price per Offer Share will be determined in USD on the basis of an accelerated bookbuilding process (the “Offer Price”). The final number of Offer Shares to be issued will be determined by the Company’s board of directors or a committee thereof (the “Board”) on the basis of the bookbuilding process, in consultation with the Managers (as defined below).

 

The Managers: The Company has appointed Fearnley Securities AS as global coordinator and joint bookrunner, and Clarksons Securities AS as joint bookrunner (collectively referred to as the “Managers”) in the Offering.

 

Use of Proceeds: The Company intends to use the net proceeds from the Offer Shares to partly finance the acquisition of two Suezmax tanker newbuilding resales, both expected for delivery during January 2026, to be acquired from unrelated third parties for an agreed price of USD 97 million per vessel when delivered (the “Vessel Acquisitions”), subject to, inter alia, successful completion of the Offering. If one or both of the Vessel Acquisitions does not consummate, the net proceeds from the Offering may be used for general corporate purposes.

 

Documentation: The principal terms and conditions of the Offering are set out in the term sheet (the “Term Sheet”), which is circulated together with this application agreement (including Exhibit I) (the “Application Agreement”), and in a preliminary prospectus supplement dated 18 November 2025 (and the documents incorporated by reference therein (the “Prospectus Supplement”)). The Term Sheet and the Prospectus Supplement shall together constitute the “Investor Documentation”. The applicant (the “Applicant”) hereby acknowledges to have received and accepted the terms set out in the Investor Documentation and that the application and subscription is subject to the terms set out therein and in this Application Agreement.

 

Investors are deemed to have access to information about the Company that is publicly available, including financial information and other relevant information about the Company, stock exchange announcements, periodic reports (including the Company’s latest interim report for the nine months period ended 30 September 2025) and other filings to the date hereof, as available on the Company’s web site or made available through the U.S. Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov and the Oslo Stock Exchange’s information system www.newsweb.no. Information on or accessed through these websites does not constitute a part of the Investor Documentation and, unless specifically stated otherwise, is not incorporated by reference therein or herein.

 

The Prospectus Supplement has been filed with the SEC under its shelf registration statement on Form F-3 (File No. 333-287032) in connection with the Offering and may be obtained at www.sec.gov. The Company plans to file a final prospectus supplement with the SEC under Rule 424(b) under the U.S. Securities Act of 1933 in connection with the Offering (the “Final Prospectus Supplement”).

 

Limitation of liability: The Managers disclaim any liability, to the fullest extent permitted, for the accuracy or completeness of the information in the Investor Documentation. Further, the Managers disclaim any liability for all other information (whether written or oral) concerning the Company, the Offer Shares or the Offering, irrespective of whether such information was received through the Managers, the Company or otherwise, all to the extent legally permissible. Notwithstanding the above, if the Applicant has received information from the Company or the Managers for the purposes of conducting its own due diligence investigations, the Applicant accepts that all information set out in the Investor Documentation is, to the fullest extent permitted by law, provided on a strictly non-reliance basis. By signing this Application Agreement or by making an application for the Offer Shares on the basis of this Application Agreement, the Applicant warrants that it understands and accepts that it is applying for the Offer Shares and participating in the Offering on these terms and conditions and that the Applicant has not been induced to enter into this Application Agreement by any representation, warranty or undertaking by any of the aforementioned.

 

Conditionality of the Offering: The completion of the Offering by delivery of Offer Shares to Applicants is subject to (i) all necessary corporate resolutions of the Company required to implement the Offering being validly made, including without limitation, the Board approving the allocation and issuance of Offer Shares, (ii) the issuance of relevant documents and legal opinions for the issuance of the Offer Shares as required in the engagement letter entered into by the Managers and the Company, unless waived by the Managers, and (iii) the agreements for the Vessel Acquisitions remaining in full force and effect at the time of settlement of the Offer Shares. The completion of the Offering is not conditional upon the completion of the Vessel Acquisitions. Items (i) to (iii) in the foregoing are referred to as the “Conditions”. Up until notice of allocation of Offer Shares in accordance with this Application Agreement, the Offering may be cancelled by the Company in its sole discretion for any reason. Neither the Managers nor the Company will be liable for any losses if the Offering is cancelled, irrespective of the reason for such cancellation.

 

Minimum subscription and allocation: The minimum subscription and allocation amount in the Offering will be a number of Offer Shares corresponding to the USD equivalent of EUR 100,000. The Company may, at its sole discretion, allocate Offer Shares for an amount below EUR 100,000 to the extent exemptions from relevant prospectus requirement pursuant to Regulation (EU) 2017/1129 on prospectuses for securities (the “EU Prospectus Regulation”) as well as the UK Prospectus Regulation (as defined in the below), are available.

 

Application procedure: Applications will take place from and including 18 November 2025 at 22:00 hours CET to and including 19 November 2025 at 11:00 hours CET (the “Application Period”). The Company reserves the right, at its own discretion, to close or extend the Application Period at any time and for any reasons and on short notice. If the Application Period is shortened or extended, the other dates referred to herein may be amended accordingly.

 

To facilitate an efficient bookbuilding process, a trading halt will be imposed in the Company’s shares that are trading on Euronext Oslo Børs throughout the bookbuilding period and until final results have been announced, expected no later than 13:00 CET on 19 November 2025.

 

 

Okeanis Eco Tankers Corp. – Application From – Offering

 

By executing this Application Agreement, or by placing an application by taped phone, email, the messenger service of Bloomberg or any other electronic communication as further described below, the Applicant irrevocably confirms the Applicant’s request to subscribe for the number of Offer Shares at the amount(s) specified by such Applicant on the terms included in the Investor Documentation, and authorizes and instructs the Managers or its appointed representative, each acting alone, to subscribe for the number of Offer Shares allocated to the Applicant in the Offering (the “Allocated Shares”) on behalf of the Applicant. If no price limit is stated, no price limit will apply and the application will be considered as an application for the stated number of Offer Shares or the stated amount at any final Offer Price.

 

This Application Agreement, duly signed, valid and binding on the Applicant, must be received by one of the Managers by the end of the Application Period. The Applicant bears the risk of any delays, unavailable digital systems and channels and any other technical problems. The Applicant is furthermore responsible for the correctness of the information provided by the Applicant in this Application Agreement. However, the Managers may, in their sole discretion, accept applications placed by taped phone, e-mail, on Bloomberg or otherwise within the Application Period (but may request that the application is subsequently confirmed by the execution of an Application Agreement in writing, and may, if the Applicant fails to satisfy such requirement, in their sole discretion, disregard the application, without any liability towards the Applicant). Any application received by a Manager (whether in writing (through email, Bloomberg or otherwise) or by taped phone) becomes binding at the end of the Application Period and may not be withdrawn or amended after such time.

 

ANY APPLICATION PLACED BY TAPED PHONE, E-MAIL, ON BLOOMBERG OR OTHERWISE WILL BE DEEMED MADE ON THE TERMS AND SUBJECT TO THE CONDITIONS SET OUT IN THIS APPLICATION AGREEMENT (INCLUDING, FOR THE AVOIDANCE OF DOUBT, EXHIBIT I).

 

Allocation of Offer Shares: Notification of allocation and payment instruction (the “Notification”) will be sent to the Applicant by the Managers on or about 19 November 2025, subject to any shortening or extensions of the Application Period. The allocation of Offer Shares will be made at the discretion of the Board in consultation with the Managers. The Board will focus on criteria such as (but not limited to) existing ownership, pre-commitments and indications from the pre-sounding phase of the Offering, timeliness of the application, price leadership, relative order size, sector knowledge, perceived investor quality and investment horizon. The Board, in consultation with the Managers, further reserve the right, at their sole discretion, to take into account the creditworthiness of any applicant. The Company may, at its sole discretion, set a maximum allocation to any Applicant as well as reject or reduce any application in whole or in part. There is no guarantee that any Applicant will be allocated Offer Shares. Allocation of Offer Shares totalling a lower amount than applied for does not affect the Applicant’s obligation to subscribe and pay for the Offer Shares allotted.

 

Settlement: The date for settlement of the Offering is expected to be on or about 21 November 2025 (the “Settlement Date”), subject to any shortening or extensions of the Application Period, and any further settlement details will be stated in the Notification. The Applicant shall pay the subscription amount (being the number of Allocated Shares multiplied with the Offer Price) in accordance with the procedures set out herein and in the Notification. The Managers assumes no responsibility for the delivery and payment obligations of the Company and Applicant respectively. The Allocated Shares will be delivered to the Applicant through The Depository Trust Company (the “DTC”) on a delivery versus payment (DVP, T+2) basis as soon as practicable after the Conditions have been met. The Offer Shares will be available for trading on the New York Stock Exchange once the Offer Shares have been issued and delivered in the DTC and settlement has taken place. To the extent the subscription amount for the Allocated Shares is payable or paid by the Applicant to an interim account of the Managers, the Applicant irrevocably authorizes and instructs the Managers or its appointed representative, each acting alone, to release such amount to the Company.

 

DTC account: Any allocation of Offer Shares is conditional upon the Applicant holding a DTC brokerage account. The DTC brokerage account details must be stated in this Application Agreement. Applicants who are unable, or do not wish, to take delivery of Offer Shares in the DTC should contact the Managers to discuss alternative arrangements for delivery of Offer Shares in Euronext Securities Oslo (VPS).

 

Confidentiality: The offer to subscribe for Offer Shares in the Offering is personal and cannot be forwarded or made known to any third party. The Applicant hereby undertakes to keep the contents of this Application Agreement and any information made available pursuant to it confidential, including, but not limited to, the fact that any agreement has been entered into until the completion of the Offering has been resolved and publicly announced by the Company, with the exemption for disclosure to applicable authorities as required by law. The Applicant hereby authorises the Managers to produce this Application Agreement or a copy hereof to any party in any administrative or legal proceedings or official inquiry with respect to matters covered hereby in connection with the Offering, to the extent required by law. The Applicant further acknowledges that a form of this Application Agreement will be filed with the SEC, subject to completion of the Offering.

 

Confirmations: The Applicant, by applying for Offer Shares and thereby accepting the terms of this Application Agreement (including Exhibit I) confirms its request to purchase and pay for the allocated and subscribed number of Offer Shares and further confirms that:

 

(i) It acknowledges and accepts that the Managers have relied on information and certain confirmations from the Company and its advisers and auditors.

 

(ii) It has made its own assessment of the Company, the Offer Shares and the terms of the Offering based only on the Investor Documentation and such information as is publicly available, including the Company’s financial statements, and, to the extent deemed necessary by the Applicant, having consulted with its own independent advisors, the Applicant has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relating to its investment in the Offer Shares. If the Applicant has had any questions regarding the Company or the Offer Shares, the Applicant has asked these questions and has received satisfactory answers from representatives of the Company. The Applicant has not relied on representations, warranties, opinions, projections, financial or other information or analysis, if any, supplied to it by the Company, the Managers or any of their respective affiliates, or any person acting on their behalf.

 

(iii) It has either:

 

a. received, reviewed and understood the Investor Documentation, including the important information, disclaimers and risk factors described therein (or incorporated by reference) as well as other legal matters as described (or incorporated by reference) in the Investor Documentation; or

 

b. received the Investor Documentation, but decided, at its own risk, that such review would not be required.

 

(iv) It has had access to such financial and other information concerning the Company and the Offer Shares as the Applicant has deemed necessary in connection with the application for, and subscription of, the Offer Shares and has made such investigation with respect thereto as it deems necessary.

 

 

Okeanis Eco Tankers Corp. – Application From – Offering

 

(v) Other than as set out in the Investor Documentation (for which the Company alone is responsible, except for “Plan of Distribution” thereunder), it has not relied on representations, express or implied, warranties, opinions, projections, financial or other information or analysis, if any, supplied to it by any representative of the Company or the Managers or any of their respective affiliates.

 

(vi) It has sufficient knowledge, sophistication and experience in financial and business matters to be capable of evaluating the merits and risks of an investment decision in the Company by applying for and purchasing Offer Shares, and the Applicant is able to bear the economic risk, and to withstand a complete loss of an investment in the Offer Shares.

 

(vii) It acknowledges and accepts that an investment in the Offer Shares is made solely at the Applicant’s own risk.

 

(viii) Other than the Prospectus Supplement and the Final Prospectus Supplement, no prospectus, or other document providing a similar level of disclosure, in accordance with the Norwegian Securities Trading Act and/or the EU Prospectus Regulation has been prepared or will be prepared in connection with the Offering.

 

(ix) It acknowledges and accepts that the Managers have entered into agreements with the Company pursuant to which it will receive a placing fee for providing services in connection with the Offering.

 

(x) The Applicant acknowledges and agrees that, to the extent that the Managers do not take title to the securities, (a) the Managers are acting solely as placement agents and not as initial purchasers or underwriters and (b) that the Managers have not rendered any services in connection with which the Managers are deemed to take title to the securities, even momentarily, in connection with the Offering. For the avoidance of doubt, the Applicant acknowledges and agrees to the preceding sentence notwithstanding that the Managers, or any affiliate through which the Managers may be acting, may, but need not, act in an additional administrative capacity in connection with the settlement of the Offering (for example, as settlement agent). In such instances, the Applicant agrees that it will not claim that the Managers have acted as initial purchaser or underwriter, or has rendered any services in connection with which the Managers are deemed to take title to the securities, even momentarily, in connection with the Offering.

 

(xi) The Applicant is not subscribing for or purchasing Offer Shares, neither on the Applicant’s own account nor for the account of others, in contradiction to the selling and transfer restrictions described in this Application Agreement, including Exhibit I.

 

(xii) It accepts that the Managers disclaim any liability, to the fullest extent permitted, for the accuracy or completeness of the information in the Investor Documentation, and that the Managers disclaim any liability for all other information (whether written or oral) concerning the Company, the Offer Shares or the Offering, irrespective of whether such information was received through the Managers, the Company or otherwise, all to the extent legally permissible.

 

(xiii) All commitments, acceptances, confirmations, representations, warranties and undertakings given by the Applicant pursuant to this Application Agreement are given for the benefit of the Company and the Managers and may be enforced against the Applicant by each of the Company and the Managers.

 

(xiv) It (either on the Applicant’s own account or for the account of others) is able to lawfully participate in the Offering and subscribe for the Offer Shares.

 

(xv) For Applicants who are US investors: The Applicant understands and agrees that it will acquire the Offer Shares either directly through a Managers’ U.S. subsidiary or affiliate, a U.S. registered broker-dealer owned or controlled by or affiliated with such Manager, or through a Manager pursuant to its chaperoning arrangement with its respective U.S. broker dealer subsidiary or affiliate in accordance with Rule 15a-6 under the U.S. Securities Exchange Act of 1934. The Applicant irrevocably authorizes the Company and/or the Managers to produce this Application Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

 

[SPECIFICATION OF APPLICATION FOLLOWS ON THE NEXT PAGE]

 

 

Okeanis Eco Tankers Corp. – Application From – Offering

 

SPECIFICATION OF APPLICATION

 

Please specify the number of Offer Shares or USD amount applied for, subject to the price limitations set forth below. If no specification is given below, the “no price limit” option will apply. Please state clearly whether the Application is in number of Offer Shares or amount.

 

Offer price per share: Number of shares or USD amount applied
for at the stated price limitations:
For the use of the
Managers
From USD _____ up to and including USD _____    
From USD _____ up to and including USD _____    
From USD _____ up to and including USD _____    
No price limit    

 

INFORMATION ON THE APPLICANT – ALL FIELDS MUST BE COMPLETED

 

In order to deliver the Offer Shares to the Applicant’s DTC brokerage account or the DTC brokerage account of a designee, the below fields must be correctly completed. For the avoidance of doubt, a designee must qualify as an “Affiliate”1 or “Related Fund”2 of the Applicant in order to receive the Offer Shares in the DTC.

 

Name of the Applicant  
DTC Participant Name  
DTC Participant Number  
DTC Account Number  
Legal Entity Identifier (“LEI”) / National Client Identifier (“NID”)  

 

The Company and the Managers have the right to disregard the application, without any liability towards the Applicant, if any compulsory information requested in this Application Agreement is not provided. Notwithstanding the aforementioned, any compulsory information is not filled in by the Applicant, the Company and the Managers reserve the right to obtain such information through publicly available sources and use such information in this Application Agreement.

 

Please note: If this Application Agreement is sent to the Managers by e-mail, the e-mail will be unsecured unless the Applicant itself takes measures to secure it. This Application Agreement may contain sensitive information, and the Managers recommend the Applicant to send this Application Agreement to the Managers in a secured e-mail. Please refer to Exhibit I for further information on the Managers’ processing of personal data.

 

The Applicant hereby acknowledges to have received and accepted the terms set out in this Application Agreement (including Exhibit I) and that the application and subscription is subject to the terms set out herein.

 

 

 

Application date and place  

Binding signature

 

The Applicant must have legal capacity. When signing by authorisation, documentation in form of company certificate or power of attorney must be enclosed

 

 

 

1 For the purpose of this specification of application to the Application agreement, “Affiliate” shall mean, with respect to any person, any other person controlled by, controlling or under common control with such person and shall also include any “Related Fund” of such person. As used in this definition, “control” (including, with its correlative meanings, “controlling,” “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities, by contract or otherwise).
2 For the purpose of this specification of application to the Application agreement, “Related Fund” shall mean, with respect to any person, any fund, account or investment vehicle that is controlled or managed by (a) such person, (b) an “Affiliate” of such person or (c) the same investment manager, advisor or subadvisor as such person or an “Affiliate” of such investment manager, advisor or subadvisor.

 

 

Okeanis Eco Tankers Corp. – Application From – Offering

 

EXHIBIT I

Terms and conditions of application

 

Selling and transfer restrictions:

 

General: This Application Agreement does not constitute an offer to sell or a solicitation of an offer to buy Offer Shares in any jurisdiction in which such offer or solicitation is unlawful or where this would require registration, publication of a prospectus or similar action.

 

No EEA or UK prospectus: The Investor Documentation or any other material related to the Offer Shares does not constitute or form part of a prospectus within the meaning of the EU Prospectus Regulation, as implemented in any member state of the European Economic Area (the “EEA”) (each, a “Relevant Member State”) and the United Kingdom. The expression “EU Prospectus Regulation” means in relation to the EU/EEA Regulation (EU) 2017/1129 (and amendments thereto) and in relation to the United Kingdom the Regulation (EU) 2017/1129 as it forms part of the United Kingdom (“UK”) domestic law by virtue of the European Union Withdrawal Act 2018 (the “UK Prospectus Regulation”) and includes any relevant implementing measure in each Relevant Member State. The Investor Documentation or any other material related to the Offer Shares has therefore not been, and will not be, reviewed by or registered with the Financial Supervisory Authority of Norway (No. Finanstilsynet) or any other regulator or public authority. Accordingly, the Offer Shares will only be offered or sold within the EEA in reliance on applicable exemptions from preparing a prospectus pursuant to the EU Prospectus Regulation and in the United Kingdom according to applicable exemptions under the UK Prospectus Regulation, together with any connected legislation for member states of the EEA or the UK, as applicable.

 

United Kingdom: Each UK Applicant confirms that it understands that the Offering has only been communicated (a) to persons who have professional experience, knowledge and expertise in matters relating to investments and are “investment professionals” for the purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons being referred to as “relevant persons”) and (b) only in circumstances where, in accordance with section 86(1)(c) and (d) of the Financial and Services Markets Act 2000 (“FSMA”), the requirement to provide an approved prospectus in accordance with the requirement under section 85 FSMA does not apply as the minimum denomination of and purchase of the Offer Shares exceeds EUR 100,000 or an equivalent amount. Consequently, the Applicant understands that the Offer Shares may be offered only to “qualified investors” for the purposes of sections 86(1) and 86(7) FSMA, or to limited numbers of UK investors, or only where minima are placed on the consideration or denomination of securities that can be made available. Any application or purchase of Offer Shares is available only to relevant persons and will be engaged in only with relevant persons and each UK Applicant warrants that it is a relevant person.

 

Canada: The distribution of the Offer Shares in Canada is being made only on a private-placement basis, thus exempting it from the requirement that the Company prepare and file a prospectus with the applicable securities regulatory authorities. The Offer Shares are being offered in those jurisdictions and to those persons where and to whom they may lawfully be offered for sale, and therein only by persons permitted to sell such securities. Each Canadian purchaser who purchases Offer Shares must be entitled under applicable securities laws to purchase such securities without the benefit of a prospectus qualified under such securities laws; must be an “accredited investor” within the meaning of National Instrument 45-106 – Prospectus and Registration Exemptions and purchasing the Offer Shares as principal or deemed principal for its own account; and must be a “permitted client” within the meaning of National Instrument 31-103 – Registration Requirements and Exemptions. There is currently no public market for the Offer Shares in Canada and any resale of the Offer Shares in Canada must be made in accordance with applicable securities laws.

 

Australia and Japan: The Offer Shares will not be registered under the applicable securities laws of Australia or Japan and may not be offered, sold, resold or delivered, directly or indirectly, in or into Australia or Japan except pursuant to an applicable exemption from applicable securities laws.

 

Switzerland: The Offering is not intended to constitute, and does not constitute, an offer to the public or solicitation to purchase or invest in the Offer Shares. The Offer Shares may not be publicly offered, sold or marketed, directly or indirectly, in or into Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”), except under the following exemptions under the FinSA: (i) to any investor that qualifies as a professional client within the meaning of the FinSA; (ii) in any other circumstances falling within Article 36 FinSA, provided, in each case, that no such offer of Offer Shares referred to in (i) and (ii) shall require the publication of a prospectus for offers of Offer Shares pursuant to the FinSA. The Offer Shares have not been and will not be admitted to trading on any trading venue in Switzerland. Neither the Investor Documentation nor any other marketing or offering material relating to the Offer Shares constitutes a prospectus within the meaning of the FinSA, and has not been, and will not be, filed with, or reviewed or approved by, a Swiss review authority, and does not comply with the disclosure requirements applicable to a prospectus within the meaning of the FinSA. Neither this Investor Documentation nor any other offering or marketing material relating to the Offer Shares may be distributed or otherwise made available in Switzerland in a manner which would require the publication of a prospectus in Switzerland pursuant to the FinSA.

 

Regulatory issues: The Managers are required to categorize all new clients in one of three categories: Eligible counterparties, professional, and retail clients. All Applicants who are not existing clients of a Manager will be categorized as retail unless otherwise is communicated in writing by the relevant Manager. For further information, the Applicant may contact the relevant Manager. The Managers will treat the Application as an execution only instruction from the Applicant to apply for Offer Shares under the offer and hence the Managers will not determine whether the Application for Offer Shares is suitable or not for the Applicant.

 

Personal data: The Applicant’s personal data will be processed confidentially and according to legal obligations. Personal data will only be shared as far as necessary to fulfil this agreement/transaction. Supplementary information on processing of personal data and the Applicants’ rights can be found on the Managers’ websites.

 

Managers’ consideration: The Managers will, subject to completion of the Offering, receive consideration from the Company for carrying out their assignment as Managers in line with market practice.

 

Legal Entity Identifier (“LEI”) and National Client Identifier (“NID”): Applicants that are legal entities are required to submit a LEI. A LEI is a 20-digit, alpha-numeric code that enables clear and unique identification of legal entities participating in financial transactions. LEIs, like other identifiers, are needed by the Managers to fulfil certain reporting obligations under financial regulations and directives. LEIs are also key for matching and aggregating market data, both for transparency and regulatory purposes. The code is linked to a set of key reference information relating to the legal entity in question e.g., name and address. Once a legal entity obtains a LEI code, the code is assigned to that legal entity for its entire life. A LEI number may be obtained by contacting the preferred LEI issuing organisation (LEI issuer, also known as Local Operating Unit). The list of LEI issuers is available on the Global LEI Foundation (GLEIF) website https://www.gleif.org/en/.

 

Applicants that are natural persons are required to submit their NID. The appropriate form of NID will depend on the home country of the Applicant. An exhaustive list of countries and corresponding form of NID is set out in Annex 2 of Commission Delegated Regulation 2017/590.

 

 

Okeanis Eco Tankers Corp. – Application From – Offering

 

Information exchange and barriers: The Applicant acknowledges that there is a duty of secrecy between the different units of a Manager as well as between a Manager and the other entities in such Manager’s group. This may entail that other employees of a Manager or a Manager’s group may have information that may be relevant to the Applicant, but which a Manager will not have access to in its capacity as Manager for the Offering. The Managers are part of securities firms that offer a broad range of investment services. In order to ensure that assignments undertaken in certain departments are kept confidential, the other activities, including analysis and stock broking, are separated from the respective departments by information walls. The Applicant acknowledges that the analysis and stock broking activity within the securities firms may conflict with the Applicant’s interests with regard to transactions in the Offer Shares as a consequence of such information walls.

 

Mandatory anti-money laundering procedures: The Offering is subject to applicable anti-money laundering legislation, including the Norwegian Money Laundering Act of 1 June 2018 no. 23 and the Norwegian Money Laundering Regulation of 14 September 2018 no. 1324 (collectively the “Anti-Money Laundering Legislation”). Applicants who are not currently registered as customers of a Manager may, if applicable, be subject to customer due diligence measures (“KYC”) to comply with Anti-Money Laundering Legislation. Applicants who have not completed the required KYC (if any) prior to the expiry of the Application Period may not be allocated Offer Shares.

 

Commission: It is not allowed to apply or subscribe for Offer Shares by commission or similar arrangements.

 

Cancellation: The Applicant acknowledges that the Offering will be cancelled if the Conditions are not fulfilled and may be cancelled and/or modified by the Company in its sole discretion for any other reason. The Managers will not be liable for any losses if the Offering is cancelled, irrespective of the reason for such cancellation.

 

Relation to law, regulations and by-laws: The Applicant has full power and authority to execute and deliver this Application Agreement and to approve these terms and conditions and to apply and subscribe for the Offer Shares and is authorised to pay all amounts it has committed to pay subject to the satisfaction of the terms stated herein for completion of the Offering. The execution and delivery of this Application Agreement has been authorised by all necessary action by the Applicant or on the Applicant’s behalf, and this Application Agreement shall constitute valid and binding obligations, enforceable against the Applicant in accordance with its terms. The Applicant bears the full risk for its legal ability to apply for, purchase for and own shares in the Company, and its monetary liability under this undertaking will not cease to be effective in the event that subscription and ownership of the Offer Shares would be illegal due to applicable statutory law and regulations. In such event, the Applicant shall fulfil the payment obligations that have been effected and will designate a third party to whom the Offer Shares are to be issued.

 

Subscriptions: The Managers reserve the right to apply for Offer Shares for an amount up to its respective agreed fees payable to the Managers by the Company in connection with the Offering. In the event a Manager applies for Offer Shares, the Company will, in consultation with such Manager, reduce allocations to such Manager in case of over-subscription in the Offering.

 

Overdue and missing payments: Overdue payments will be charged with interest at the applicable rate under the Norwegian Act on Interest on Overdue Payment of 17 December 1976 No. 100. A defaulting Applicant will be solely responsible for any deficit amount. The Managers reserve the right to advance payment on behalf of Applicants who have not paid for the Offer Shares allocated to the Applicant. A non-paying Applicant will remain fully liable for the subscription amount payable for the Offer Shares allocated to it, irrespective of any payment made on its behalf by a Manager. However, the Managers reserve the right to sell or assume ownership of Offer Shares without further notice to the Applicant in question if payment has not been received. If the Offer Shares are sold on behalf of the Applicant, the Applicant will be liable for any loss, costs, charges and expenses suffered or incurred by a Manager or the Company as a result of or in connection with such Offer Shares.

 

Target Market: The manufacturer Target Market (MIFID II product governance) for the Offering is non-professional, professional and eligible counterparties (all distribution channels, subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable), who; b) have at least a common/normal understanding of the capital markets, c) are able to bear the losses of their invested amount and, d) are willing to accept risks connected with the Offer Shares, and e) have an investment horizon which takes into consideration the liquidity of the shares. The issuer for the Offering has not published sufficient data for the manufacturer to determine whether an investment in the Offering is compatible for investors who have expressed sustainability related objectives with their investments based on that which i) is an environmentally sustainable investment under the EU Taxonomy Regulation, ii) represents a sustainable investment under the SFDR, and/or iii) takes into consideration any Principle Adverse Impacts on sustainably factors as per the SFDR. The negative target market for the Offer Shares are investors that seek full capital protection or full repayment of the amount invested, are fully risk averse/have no risk tolerance or need a fully guaranteed income or fully predictable return profile.

 

Notwithstanding, and without affecting the manufacturers target market assessment as per the above, the Managers will only allow distribution through their distribution channels to investors who in the EU meet the requirements set out in the manufacturers target market assessment.

 

For distribution to investors located outside of the EU, distribution of the shares is only allowed to such investors which a) the Managers can approach as per the rules of the jurisdiction in which the investor reside, and b) which can provide adequate confirmations to this effect, and c) which as per minimum meets the requirements of the manufacturers target market assessment.

 

Third party rights: The terms and obligations in this Application Agreement are undertaken in favour of both the Company and the Managers in so far as is stipulated herein.

 

Governing law: The Offering and all related Investor Documentation shall be governed by Norwegian law, and any disputes (whether contractual or non-contractual) which cannot be resolved amicably, shall be referred to the ordinary courts of Norway and the Applicant accepts the non-exclusive jurisdiction of the Oslo District Court (No. Oslo tingrett).

 

United States: This Offering will be made only by means of the Application Agreement, the Term Sheet and the Prospectus Supplement and the accompanying base prospectus. A Prospectus Supplement related to the Offering has been filed with the SEC and is available on the SEC’s website located at www.sec.gov. Copies of the Prospectus Supplement and the accompanying base prospectus may be obtained from contacting Fearnley Securities AS at prospectus@fearnleys.com or Clarksons Securities AS at compliance.oslo@clarksons.com. This Offering will be made pursuant to the Company’s existing shelf registration statement on Form F-3 (Registration No. 333-287032) previously filed with the SEC and declared effective. This Application Agreement shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities, in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The Company plans to file the Final Prospectus Supplement with the SEC under Rule 424(b) under the U.S. Securities Act of 1933 in connection with the completion of the Offering.

 

 

 

EX-5.1 4 tm2531451d5_ex5-1.htm EXHIBIT 5.1

 

Exhibit 5.1

 

 

Okeanis Eco Tankers Corp.

c/o OET Chartering Inc.

Ethnarchou Makariou Ave., & 2 D. Falireos St.

185 47 N. Faliro, Greece

 

 

November 20, 2025

 

Okeanis Eco Tankers Corp.: Exhibit 5.1 Opinion

 

Dear Sirs:

 

We have acted as counsel as to matters of the law of the Republic of the Marshall Islands (“Marshall Islands Law”) for Okeanis Eco Tankers Corp., a Marshall Islands corporation (the “Corporation”), in connection with the offering and sale by the Corporation of up to 3,239,436 shares of common stock, par value $0.001 per share (the “Common Shares”), being issued and sold by the Corporation in accordance with the Engagement Letter dated November 17, 2025, between the Corporation and the placement agents listed therein (the “Engagement Letter”), pursuant to the Corporation’s registration statement on Form F-3 (File No. 333-287032) (the “Registration Statement”), the base prospectus dated May 21, 2025 (the “Base Prospectus”), the preliminary prospectus supplement dated November 18, 2025 to the Base Prospectus (together with the Base Prospectus, the “Preliminary Prospectus”), and the final prospectus supplement dated November 19, 2025 to the Base Prospectus (together with the Base Prospectus, the “Final Prospectus”).

 

As such counsel, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

 

i. the Registration Statement;

 

ii. the Preliminary Prospectus;

 

iii. the Final Prospectus;

 

iv. the Engagement Letter;

 

 

 


 

    Page 2
 

 

v. the form of Application Agreement (the “Application Agreement”) to be entered into between the Corporation and each purchaser of Common Shares; and

 

vi. such corporate records, certificates, agreements, documents or other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Corporation as we have deemed relevant and necessary.

 

In such examination, we have assumed (a) the legal capacity of each natural person, (b) the genuineness of all signatures and the authenticity of all documents submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as conformed or photostatic copies, (d) that the documents reviewed by us in connection with the rendering of the opinion set forth herein are true, correct and complete and (e) the truthfulness of each statement as to all factual matters contained in any document or certificate encompassed within the due diligence review undertaken by us.

 

We have also assumed that:

 

(i) that the issuance and sale of the Common Shares will comply in all respects with the terms, conditions and restrictions set forth in the Engagement Letter, the Application Agreement, the Preliminary Prospectus, and the Final Prospectus, and all of the instruments and other documents relating thereto or executed in connection therewith;

 

(ii) that each of the Engagement Letter and Application Agreement was duly and validly authorized by the parties thereto (other than the Corporation), and executed and delivered by the parties thereto; and

 

(iii) the validity and enforceability of the Engagement Letter and Application Agreement against the parties thereto (other than pursuant to Marshall Islands law).

 

This opinion is limited to the law of the Republic of the Marshall Islands. We expressly disclaim any responsibility to advise of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinions expressed herein.

 

Based on the foregoing, and having regard to legal considerations which we deem relevant, and subject to the qualifications, limitations and assumptions set forth herein, we are of the opinion that the Common Shares, when issued, sold and paid for in accordance with the terms of the Registration Statement, the Preliminary Prospectus, the Final Prospectus, the Engagement Letter and the Application Agreement, will be validly issued, fully paid, and nonassessable.

 


 

    Page 3
 

 

We hereby consent to the use of this opinion as an exhibit to a Report on Form 6-K of the Corporation, to the discussions of this opinion in the Registration Statement, the Preliminary Prospectus, and the Final Prospectus, and to the references to our firm in the Registration Statement, the Preliminary Prospectus, and the Final Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act.

 

Very truly yours,

 

Watson Farley & Williams LLP

 

/s/ Watson Farley & Williams LLP