As filed with the Securities and Exchange Commission
on October 20, 2026
UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
TO
Tender
Offer Statement
Under Section
14(d)(1) or
13(e)(1)
of the Securities
Exchange Act of 1934
Amendment
No. 2
HERZFELD
CREDIT INCOME FUND, INC.
(Name of
Subject Company (Issuer))
Herzfeld
Credit Income
Fund, Inc.
(Name of
Filing Person (Issuer))
Common
Stock, par
value $0.001
(Title of
Class of Securities)
42804T205
(CUSIP Number
of Securities)
Thomas
K. Morgan
Herzfeld
Credit Income
Fund, Inc.
119 Washington
Avenue, Suite
405
Miami
Beach, Florida
33139
Telephone:
(305) 777-1660
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
With
a Copy
to:
Adam
D. Kanter
Mayer
Brown LLP
1999
K Street NW
Washington,
DC 20006
[
] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender
offer.
Check the
appropriate boxes below to designate any transactions to which the statement relates:
|
|
[ ] |
Third-party
tender offer
subject to
Rule 14d-1. |
[X] Issuer
tender offer
subject to
Rule 13e-4.
|
|
[ ] |
Going-private
transaction subject
to Rule
13e-3. |
|
|
[ ] |
Amendment
to Schedule
13D under
Rule 13d-2. |
Check
the following
box if
the filing
is a
final amendment
reporting the
results of
the tender offer [X]
This Amendment No. 2 (“Amendment No. 2”) amends and supplements
the Tender Offer Statement on Schedule TO originally filed by Herzfeld Credit Income Fund, Inc. (the “Fund”) with the Securities
and Exchange Commission on September 17, 2026 (“Schedule TO”). The Schedule TO relates to the offer by the Fund to purchase
for cash up to 5% or 100,886 shares of its outstanding common stock, with par value of $0.001 (the “Shares”), upon the terms
and subject to the conditions set forth in the Fund’s Offer to Purchase dated September 17, 2026 (the “Offer to Purchase”)
and the related Letter of Transmittal (the “Letter of Transmittal,” which, together with the Offer to Purchase, set forth
the terms that constitute the “Offer”), both of which are attached to Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.
This Amendment No. 2 is being filed to report the final results of the
Offer and is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) promulgated under the Securities Exchange Act of 1934,
as amended. Only those items amended are reported in this Amendment No. 2. The information set forth in Schedule TO is incorporated herein
by reference, except that such information is hereby amended and supplemented to the extent amended and supplemented by the exhibit filed
herewith.
You should read this Amendment No. 2 together with Schedule TO, and all
exhibits attached thereto, including the Offer to Purchase and the Letter of Transmittal, as each may have been amended or supplemented
from time to time.
ITEMS
11.
Item 11 is hereby amended and supplemented by
adding at the end thereof the following text:
“On October 20, 2026, the Fund issued a
press release announcing the final results of the Offer, which expired on October 15, 2026 at 5:00 p.m. Eastern Time. A copy of the press
release is filed as Exhibit (a)(5)(iv) to this Schedule TO and is incorporated herein by reference.”
ITEM
12. EXHIBITS.
Item 12 of Schedule TO is hereby amended and
supplemented to add the following exhibit:
(a)(5)(iv) Press Release dated October 20, 2026*
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
| |
Herzfeld Credit Income Fund, Inc. |
|
| |
|
|
|
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By: |
/s/ Erik M. Herzfeld |
|
| |
Name: |
Erik M. Herzfeld |
|
| |
Title: |
President |
|
Dated
as of: October 20, 2026
EXHIBIT
INDEX
Exhibit No. Document
(a)(5)(iv) Press Release, dated October 20, 2026 (Filed herewith).
