Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended to replace the Item 4 disclosure contained in Amendment No. 17 to the Schedule 13D, filed September 15, 2025, with the following: On September 11, 2025, OCM Njord Holdings S.a r.l. ("OCM Njord") entered into a sale and purchase agreement dated September 11, 2025 (the "Sale and Purchase Agreement") by and between OCM Njord and Hafnia Limited ("Hafnia" and together with OCM Njord, the "Parties"). Pursuant to the Sale and Purchase Agreement, Hafnia has agreed to buy 14,156,061 Class A Shares (the "Sale Shares") from OCM Njord, at a price of $22.00 per Sale Share, or $311,433,342 in aggregate cash proceeds to OCM Njord (the "Purchase"). The closing of the Purchase is expected to occur before February 11, 2026 (the "Closing"). The Purchase is subject to certain closing conditions, including, but not limited to, (i) the appointment of a nominee, selected by OCM Njord in consultation with Hafnia, as both a director of the Issuer and chair of the Issuer's board of directors, which shall include circumstances where such appointments are made conditional upon and/or are expressed to take effect from or immediately after Closing, (ii) that no new material transactions or arrangements concerning the Issuer that are not on arm's-length terms and with a value in excess of US$1,000,000.00 or in the event of multiple transactions, an aggregate value in excess of US$5,000,000.00, are approved or implemented between the date of the Sale and Purchase Agreement and Closing, (iii) receipt of regulatory approval in Brazil and foreign direct investment authorization in Denmark and (iv) the expiration or early termination of any applicable waiting periods and/or the receipt, approval or clearance by Hafnia under any applicable antitrust law and/or any applicable foreign direct investment law of any jurisdiction and/or pursuant to any other regulatory regime requiring review and approval required by any applicable governmental agency or authority in any jurisdiction. Between the date of the Sale and Purchase Agreement and Closing, OCM Njord has undertaken not to exercise its shareholder or voting rights to restrict or prevent the Issuer and its direct and indirect subsidiaries from being operated in the ordinary course of their business, or to approve any matters put to the Issuer's shareholders in accordance with Article 137 of the Issuer's articles of association without Hafnia's consent. OCM Njord has also undertaken to use all reasonable endeavours to procure that, other than with Hafnia's consent: (i) no change is made to the Issuer's dividend policy its financial calendar and the dates for the issuance of its financial statements; (ii) no demerger or spin-out transaction is approved, no new share class is created and/or no amendment, or reclassification, is made to existing share classes; (iii) no transactions or series of connected transactions with an aggregate value in excess of US$1,000,000.00 between the Issuer's group and OCM Njord's group are approved; (iv) no material change to the business of the Issuer group taken as a whole is approved; (v) no sale, in one or a series of connected transactions, of more than 35% of the gross assets of the Issuer group is approved; and (vi) no merger or consolidation, involving a member of the Issuer's group, relating to 50% or more of the gross assets or EBITDA of the Issuer's group is approved. These undertakings are subject to certain exceptions, which include any actions required to comply with applicable law, pre-existing obligations or the terms of the transaction documents. For the avoidance of doubt, the Issuer is not a party to the Sale and Purchase Agreement and has not given any undertakings or commitments thereunder or otherwise in relation to the Purchase. The foregoing description of the Sale and Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sale and Purchase Agreement, a copy of which is attached hereto as Exhibit A and which is incorporated by reference herein.