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Amendment No. 5 to Schedule 13D reports that on August 20, 2025 CMB.TECH NV, through its subsidiary CMBT Subsidiary, completed a merger in which Golden Ocean Group Limited merged into the CMBT Subsidiary. Each outstanding Golden Ocean share (other than those owned by CMBT, its subsidiary or Golden Ocean) was exchanged for 0.95 ordinary shares of CMB.TECH. CMB.TECH issued an aggregate of 95,952,934 ordinary shares to former Golden Ocean shareholders. As a result, Golden Ocean's shares were cancelled and delisted from the Nasdaq Stock Market and the Oslo Stock Exchange. The Reporting Persons now report beneficial ownership of 0 shares (0%), and the filing constitutes their exit filing.
Golden Ocean Group Ltd submitted a Form 25 notification indicating the company's class of securities will be removed from listing and/or registration on the Nasdaq Stock Market LLC. The filing certifies Nasdaq has filed under the prescribed rules for striking or withdrawing the securities and references compliance with the applicable Exchange Act provisions. The document does not state reasons for or the effective date of the removal.
Golden Ocean Group Ltd. reported that it has taken key corporate actions to effect a stock-for-stock merger with CMB.TECH NV. The company issued press releases on August 18 and 19, 2025 announcing the merger timetable and that the last day of trading and listing of Golden Ocean common shares will be August 19, 2025, subject to shareholder approval and completion of the Merger. Golden Ocean held a Special General Meeting on August 19, 2025 where all resolutions in the notice were approved, including the merger of Golden Ocean into CMB.TECH Bermuda Ltd., a wholly owned CMB.TECH NV subsidiary, with CMB.TECH Bermuda Ltd. as the surviving entity and CMB.TECH NV as issuer of the merger consideration shares.