F-1/A

Description

Location in balance sheet

December 31, 2024

Technical License (Amortizable intangible asset)

Intangible Asset, net

Unaudited Condensed Consolidated Statements of Operations


	Three months ended March 31, 2025			Three months ended March 31, 2024
Revenues:
Trade revenues	$	834,047		$	680,643
Trade revenues – related parties	$	1,504,138		$	2,580,653
Time charter revenues	$	3,235,407		$	4,700,982
Syndication income, related party	–			$	664,621
Other revenues	$	262,471		–
Total revenues	$	5,836,063		$	8,626,899
Expenses/(Income):
Cost of other revenues	$	61,941		–
Voyage expenses	$	8,495		$	624,963
Gain on inventories	$	(174,453	)	–
Operating lease expenses	$	2,441,721		$	2,453,428
Charter-in expenses	–			$	931,912
Other operating income	$	(728,004	)	–
General and administrative expenses	$	6,087,186		$	2,235,063
Depreciation and amortization of intangible asset	$	19,328		$	5,087
Total expenses	$	7,716,214		$	6,250,453
Operating (loss)/income	$	(1,880,151	)	$	2,376,446
Other income / (expenses), net:
Interest income, net	$	130,131		$	98,278
Interest income – related parties	$	5,060		–
Foreign exchange gains / (losses)	$	54,706		$	(140,995	)
Finance costs	$	(407,450	)	$	(523,450	)
Finance costs, related party	–			$	83,660
Share of loss from joint venture	$	(49,439	)	–
Other expenses, net	$	(3,885,877	)	–
Total other expenses, net	$	(4,152,869	)	$	(649,787	)
Net (loss)/income from continuing operations – controlling interest	$	(6,033,020	)	$	1,726,659
Net loss from discontinued operations	$	(100	)	–
Net (loss)/income	$	(6,033,120	)	$	1,726,659

Unaudited Condensed Consolidated Balance Sheet Data


	March 31, 2025		December 31, 2024
ASSETS	(unaudited)		(audited)
Cash and cash equivalents	$	19,159,218	$	20,029,506
Other current assets		12,553,255		10,222,269
Investment in joint venture		76,544		1,569,573
Other noncurrent assets		15,721,579		5,300,148
Total assets	$	47,510,596	$	38,121,496

LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	3,581,534	$	1,730,308
Other liabilities		18,153,057		18,175,778
Total stockholders' equity		25,776,005		18,215,410
Total liabilities and stockholders' equity	$	47,510,596	$	38,121,496

Other Financial Data (unaudited)


	Three months ended March 31,
	2025			2024
Net cash provided by operating activities	$	3,131,604			4,320,529
Net cash provided by/(used in) investing activities		3,618,932			(184,171	)
Net cash used in financing activities	$	(8,047,766	)		(19,217	)

Committed Equity Facility

Agreements

On June 6, 2025, we entered into a common shares purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with B. Riley Principal Capital II LLC (“BRPC II”). Pursuant to the Purchase Agreement, we have the right to sell to BRPC II, from time to time during the term of the Purchase Agreement, up to $20 million of our Common Shares, subject to certain limitations and conditions set forth in the Purchase Agreement.

Sales of our Common Shares pursuant to the Purchase Agreement, and the timing of any sales, are solely at our option, and we are under no obligation to sell any securities to BRPC II under the Purchase Agreement. In accordance with our obligations under the Registration Rights Agreement, we have filed the registration statement that includes this prospectus with the SEC to register under the Securities Act the resale by BRPC II of up to 11,080,332 of our Common Shares that we may, in our sole discretion, elect to sell to BRPC II in one or more transactions from time to time after the date of this prospectus.

Our right to cause BRPC II to purchase our Common Shares is subject to certain conditions set forth in the Purchase Agreement, including that the registration statement that includes this prospectus be declared effective by the SEC. The satisfaction of these conditions is referred to as the “Commencement”, and the date on which these conditions are satisfied is the “Commencement Date”.

Purchases

Beginning on the Commencement Date, and for 36 months thereafter, we will have the right, but not the obligation, from time to time, at our sole discretion, to direct BRPC II to purchase a specified number of our Common Shares (each, a “Purchase”). Each Purchase shall not exceed the lesser of the following (the “Purchase Maximum Amount”): (i) 1,000,000 of our Common Shares and (ii) a percentage to be specified by us, not to exceed 25% (the “VWAP Purchase Percentage”), times the aggregate number of our Common Shares traded on Nasdaq during the applicable Purchase Valuation Period (as defined below). The number of shares to be purchased by the Selling Shareholder in a given Purchase (the “Purchase Share Amount”) will be adjusted to the extent necessary to give effect to the applicable Purchase Maximum Amount and certain additional limitations set forth in the Purchase Agreement.

We may elect to initiate a Purchase by timely delivering written notice to BRPC II (a “Purchase Notice”) prior to 9:00 a.m., New York City time, on any trading day (each, a “Purchase Date”), so long as (a) the closing sale price of our Common Shares on Nasdaq on the trading day immediately prior to such Purchase Date is not less than $1.00, subject to adjustment as set forth in the Purchase Agreement (the “Threshold Price”), and (b) all Common Shares subject to all prior Purchases effected by us under the Purchase Agreement have been received by BRPC II prior to the time we deliver the Purchase Notice.

The per share purchase price that BRPC II is required to pay for our Common Shares in a Purchase will be 97.0% of the volume weighted average price of our Common Shares (the “VWAP”) over a specified period on the Purchase Date. This period (the “Purchase Valuation Period”) begins at the official open of the regular trading session on Nasdaq on the applicable Purchase Date, and ends at the earliest to occur of (i) 3:59 p.m., New York City time, on that Purchase Date or such earlier time publicly announced by the trading market as the official close of the regular trading session on that Purchase Date, (ii) such time that the total aggregate number of our Common Shares traded on Nasdaq during the Purchase Valuation Period reaches the applicable share volume maximum amount for such Purchase (the “Purchase Share Volume Maximum”), calculated by dividing (a) the applicable Purchase Share Amount for that Purchase, by (b) the Purchase Valuation Percentage for that Purchase, and (iii) if we further specify in the applicable Purchase Notice for such Purchase that a “limit order discontinue election” shall apply to such

Purchase (a “Limit Order Discontinue Election”), such time that the trading price of our Common Shares on Nasdaq during the Purchase Valuation Period falls below the applicable minimum price threshold for that Purchase specified by us in the Purchase Notice, or if we do not specify a minimum price threshold in such Purchase Notice, a price equal to 75% of the closing sale price of our Common Shares on the trading day immediately prior to the applicable Purchase Date for such Purchase (the “Minimum Price Threshold”).

Under the Purchase Agreement, for purposes of calculating the volume of Common Shares traded during a Purchase Valuation Period, as well as the VWAP for a Purchase Valuation Period, the following transactions, to the extent they occur during such Purchase Valuation Period, shall be excluded: (x) the opening or first purchase of Common Shares at or following the official open of the regular trading session on Nasdaq on the applicable Purchase Date for such Purchase, (y) the last or closing sale of Common Shares at or prior to the official close of the regular trading session on Nasdaq on the applicable Purchase Date for such Purchase, and (z) if we have specified in the applicable Purchase Notice for such Purchase that a “limit order continue election” (a “Limit Order Continue Election”) shall apply to such Purchase (instead of specifying that a Limit Order Discontinue Election shall apply), all purchases and sales of Common Shares on Nasdaq during such Purchase Valuation Period at a price per share that is less than the applicable Minimum Price Threshold for such Purchase.

Intraday Purchases

In addition to the regular Purchases described above, after the Commencement, we will also have the right, but not the obligation, subject to the continued satisfaction of the conditions set forth in the Purchase Agreement, to direct BRPC II to purchase, on any trading day, including on a Purchase Date on which a regular Purchase is effected, a specified number of our Common Shares (each, an “Intraday Purchase”). Each Intraday Purchase is not to exceed the lesser of the following (the “Intraday Purchase Maximum Amount”): (i) 1,000,000 of our Common Shares and (ii) a percentage to be specified by us, not to exceed 25% (the “Intraday Purchase Percentage”), times the total aggregate volume of Common Shares traded on Nasdaq during the applicable “Intraday Purchase Valuation Period.” The number of shares to be purchased by the Selling Shareholder in a given Intraday Purchase (the “Intraday Purchase Share Amount”) will be adjusted to the extent necessary to give effect to the applicable Intraday Purchase Maximum Amount and certain additional limitations set forth in the Purchase Agreement.

We may elect to initiate an Intraday Purchase by timely delivering irrevocable written notice (an “Intraday Purchase Notice”) to BRPC II after the later of (a) 10:00 a.m., New York City time (b) the end of the Purchase Valuation Period for any prior regular Purchase on that Purchase Date and (c) the end of the Intraday Purchase Valuation Period for the most recent prior Intraday Purchase effected on that Purchase Date (if any), and prior to 3:30 p.m., New York City time, on such Purchase Date. We may only deliver an Intraday Purchase Notice so long as (i) the closing sale price of our Common Shares on the trading day immediately prior to such Purchase Date is not less than the Threshold Price and (ii) all Common Shares subject to all prior Purchases and all prior Intraday Purchases effected by us under the Purchase Agreement have been received by BRPC II prior to the time we deliver the Intraday Purchase Notice.

The per share purchase price for our Common Shares that we elect to sell to BRPC II in an Intraday Purchase pursuant to the Purchase Agreement, if any, will be calculated in the same manner as in the case of a regular Purchase, provided that the VWAP for each Intraday Purchase effected on a Purchase Date will be calculated over a different period during the regular trading session on Nasdaq on the relevant Purchase Date, each of which will commence and end at different times on that Purchase Date.

Other Terms

The Purchase Agreement does not set an upper limit on the price per share that BRPC II could be obligated to pay for Common Shares that we elect to sell to it in any Purchase or any Intraday Purchase. In the case of Purchases and Intraday Purchases, all share and dollar amounts used in determining the purchase price per share, or in determining the applicable maximum purchase share amounts or applicable volume or price threshold amounts, will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during any period used to calculate any per share purchase price, maximum purchase share amount or applicable volume or price threshold amount.

From and after Commencement, we will control the timing and amount of any sales of our Common Shares to BRPC II. Whether we conduct actual sales of Common Shares to BRPC II under the Purchase Agreement, and the size and terms of those sales, will depend on a variety of factors to be determined by us from time to time, including,

among other things, market conditions, the trading price of our Common Shares and determinations by us as to the appropriate sources of funding for our business and operations.

The net proceeds to us from sales that we elect to make to BRPC II under the Purchase Agreement, if any, will depend on the frequency and prices at which we sell our Common Shares to BRPC II. We expect that any proceeds received by us from such sales to BRPC II will be used for working capital and general corporate purposes.

We may not issue or sell any share of our Common Shares to BRPC II under the Purchase Agreement that, when aggregated with all other Common Shares then beneficially owned by BRPC II and its affiliates would result in BRPC II beneficially owning more than 4.99% of the outstanding Common Shares (the “Beneficial Ownership Limitation”).

Neither the Purchase Agreement nor the Registration Rights Agreement has restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages, other than a prohibition (with certain limited exceptions) on entering into an “equity line of credit,” an “at the market offering” or other similar continuous offering.

BRPC II has agreed that none of BRPC II, its sole member or any entity managed or controlled by BRPC II or its sole member, or any of their respective officers, will engage in or effect, directly or indirectly, for its own account or for the account of any other of such persons or entities, any short sales of our Common Shares or hedging transaction that establishes a net short position in our Common Shares during the term of the Purchase Agreement.

The Purchase Agreement will automatically terminate on the earliest to occur of (i) the first day of the month next following the third anniversary of the Commencement Date, (ii) the date on which the Selling Shareholder shall have purchased from us under the Purchase Agreement Common Shares for an aggregate gross purchase price of $20 million, (iii) the date on which our Common Shares shall have failed to be listed or quoted on Nasdaq or another U.S. national securities exchange identified as an “eligible market” in the Purchase Agreement, (iv) the 30th trading day after the date on which a voluntary or involuntary bankruptcy proceeding involving our company has been commenced that is not discharged or dismissed prior to such trading day, and (v) the date on which a bankruptcy custodian is appointed for all or substantially all of our property or we make a general assignment for the benefit of creditors.

We have the right to terminate the Purchase Agreement at any time after Commencement, at no cost or penalty, upon 10 trading days’ prior written notice to BRPC II. We and BRPC II may also agree to terminate the Purchase Agreement by mutual written consent, provided that no termination of the Purchase Agreement will be effective during the pendency of any Purchase or any Intraday Purchase that has not then fully settled in accordance with the Purchase Agreement. Neither we nor BRPC II may assign or transfer our respective rights and obligations under the Purchase Agreement or the Registration Rights Agreement, and no provision of the Purchase Agreement or the Registration Rights Agreement may be modified or waived by us or BRPC II.

As consideration for BRPC II’s commitment to purchase Common Shares at our direction under the Purchase Agreement, upon execution of the Purchase Agreement, we paid a commitment fee to BRPC II of $200,000, equal to 1.0% of the full amount of the gross proceeds under the Purchase Agreement. Furthermore, we have agreed to reimburse BRPC II for the reasonable legal fees and disbursements of BRPC II’s legal counsel in an amount not to exceed $240,000 in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement, consisting of $150,000 upon execution of the Purchase Agreement and $7,500 per fiscal quarter for the maximum three-year term of the Purchase Agreement.

The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions and indemnification obligations of the parties. Copies of the agreements have been filed as exhibits to the registration statement that includes this prospectus and are available electronically on the SEC’s website at www.sec.gov.

We do not know what the purchase price for our Common Shares will be and therefore cannot be certain as to the number of shares we might issue to BRPC II under the Purchase Agreement after the Commencement Date. As of June 3, 2025, we had 58,163,341 Common Shares outstanding, of which 5,093,203 shares were held by non-affiliates of our company (based on information available to us as of June 3, 2025). Although the Purchase Agreement provides that we may sell up to $20,000,000 of our Common Shares to BRPC II, we are registering only 11,080,332 Common Shares under the Securities Act for resale by the Selling Shareholder under this prospectus. Depending on the market price of our Common Shares at the times we elect to issue and sell shares to BRPC II

under the Purchase Agreement, we may need to register under the Securities Act additional Common Shares for resale by the Selling Shareholder in order to receive aggregate gross proceeds equal to the full amount available to us under the Purchase Agreement. If all of the 11,080,332 Common Shares offered for resale by BRPC II under this prospectus were issued and outstanding as of the date hereof, those shares would represent approximately 16.0% of the total number of outstanding Common Shares and approximately 68.5% of the total number of outstanding Common Shares held by non-affiliates of our company, in each case as of June 3, 2025. If we elect to issue and sell more than the 11,080,332 shares offered under this prospectus to BRPC II, which we have the right, but not the obligation, to do, we must first register under the Securities Act and have the SEC declare effective the sale by BPRC II of additional Common Shares, which could cause additional substantial dilution to our shareholders.

The number of our Common Shares ultimately offered for resale by BRPC II through this prospectus is dependent upon the number of Common Shares, if any, we elect to sell to BRPC II under the Purchase Agreement from and after the Commencement Date. The issuance of our Common Shares to BRPC II pursuant to the Purchase Agreement will not affect the rights or privileges of our existing shareholders, except that the economic and voting interests of each of our existing shareholders will be diluted. Although the number of Common Shares that our existing shareholders own will not decrease, the Common Shares owned by our existing shareholders will represent a smaller percentage of our total outstanding Common Shares after any such issuance.

Implications of Our Corporate Status

Implications of Being a Foreign Private Issuer

We are a “foreign private issuer,” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). This means that the information we are required to publicly disclose is different from the information required of domestic public companies, including the following.

We do not have to provide certain information as often or as quickly as domestic filers, including quarterly reports on Form 10-Q or current reports on Form 8-K.

Our directors, officers and Affiliates (“insiders”) are not subject to the provisions of Section 16 of the Exchange Act requiring disclosure of stock purchases and sales, which means investors have less information in this regard than they do about domestic public companies.

Our insiders also aren’t subject to “short swing” profit liability in Section 16 of the Exchange Act.

We are not subject to the provisions of the Exchange Act regulating the solicitation of proxies, and our proxy statements are not subject to review by the SEC, which means there may be less public information regarding the Company and its governance than for domestic companies.

We are not subject to the selective disclosure rules relating to material nonpublic information under Regulation FD.

We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of Nasdaq. We will also furnish our press releases relating to financial results and material events to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information, which would be made available to you, were you investing in a U.S. domestic issuer. Further, these factors could make our common shares less attractive to some investors or otherwise harm our share price.

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

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exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley;

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exemption from new or revised financial accounting standards applicable to public companies until such standards are also applicable to private companies; and

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exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and financial statements.

We may take advantage of these provisions until the end of the fiscal year following the fifth anniversary of our initial public offering or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company if we have more than $1.235 billion in “total annual gross revenues” during our most recently completed fiscal year, or we have issued more than $1 billion in non-convertible debt in the past three years, or we become a “large accelerated filer”. For as long as we take advantage of the reduced reporting obligations, the information that we provide shareholders may be different from information provided by other public companies.

We are choosing to take advantage of these reduced burdens, save for the exemption from new or revised financial accounting standards applicable to public companies until such standards are also applicable to private companies. We are choosing to “opt out” of such extended transition period and will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth public companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

Implications of Being a Controlled Company

Our Reference Shareholders control a majority of the voting power of our outstanding common shares. As a result, we are a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

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the requirement that a majority of our board of directors consists of “independent directors” as defined under the rules of Nasdaq;

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the requirement that our board of directors form a compensation committee composed of at least two independent directors with a written charter addressing the committee’s responsibilities; and

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the requirement that nominees of our board of directors be selected by either (a) independent directors constituting a majority of our board’s independent directors or (b) a nominations committee comprised solely of independent directors.

As a foreign private issuer, we must disclose in our annual report on Form 20-F that we are a controlled company and the basis for that determination. In the future, we may utilize some or all of these exemptions. As a result, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

Risk Factor Summary

An investment in our securities is subject to a number of risks, including risks relating to our industry, business and corporate structure. The following summarizes some, but not all, of these risks, the occurrence of which could have a material adverse effect on our business, financial condition and results of operations, which could cause the trading price of our Common Shares to decline and could result in a loss of all or part of your investment. Please carefully consider all of the information discussed in the section entitled “Risk Factors” in this prospectus for a more thorough description of these and other risks.

Risks Related to Our Business and Industry

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A failure to meet our customers’ quality and compliance standards could harm our profitability.

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A failure by our charterers and pool members to provide vessels may harm our financial performance.

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We may not recruit the employees necessary for us to expand our fleet.

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Vessels may be withdrawn from our pools.

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A failure to effectively manage vessel operating costs could harm our reputation and finances.

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A failure to maintain high utilization of our vessels, would harm our reputation and results of operations.

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A change in tanker ownership or technical management could cause a vessel to lose customer approvals.

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High fuel prices or limited fuel availability may adversely affect our net income.

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A failure to effectively compete with new entrants and established companies in seaborne transportation.

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Our future or current counterparties could fail to meet their obligations to us.

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Restrictive covenants in debt agreements may limit our financial flexibility.

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Adverse effects from decreases in spot market rates and from missing improvements in charter rates while our boats are on charter.

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The cyclicality and volatility of charter hire rates for both dry bulk and tanker vessels.

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We depend upon a few customers, and the loss of one or more of them could adversely affect us.

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Litigation not resolved in our favor and not sufficiently insured against could harm our financial condition.

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Exchange rate fluctuations could adversely affect our results of operations.

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An inability to retain key personnel, including management, could adversely affect us.

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Oversupply of vessel capacity could lead to a reduction in charter rates, vessel values, and our profitability.

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Decreases in the shipments of crude oil may adversely affect our financial performance.

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Shifts in consumer demand from oil or changes in trade patterns for oil could adversely affect us.

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Operational risks unique to dry bulk and tanker vessels could adversely affect our business and reputation.

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An increase in trade protectionism could harm our business.

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Our business has inherent operational risks, which may not be adequately covered by insurance.

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Risks of international operations, such as political instability, terrorist or other attacks, piracy, war, international hostilities, economic sanctions and global public health concerns.

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Seasonal fluctuations could adversely affect our financial condition.

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Inability to manage our growth properly, which could increase our expenses.

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Disruptions to the nature of shipbroking, which is largely transacted via personal relationships.

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Safety, environmental, governmental and other requirements expose us to liability and cost increases.

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Increased scrutiny of environmental, social, and governance policies, could increase our costs.

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Climate change and greenhouse gas restrictions could adversely impact operations.

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Increased inspection procedures, tighter controls, and security standards could increase our costs.

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Security breaches or failures of our information systems could harm our business.

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Macroeconomic conditions could adversely affect our business.

Risks Related to Our Status as a Public Company

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We may not be able to maintain compliance with Nasdaq’s continued listing standards.

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We have reduced reporting requirements as both an “emerging growth company” and as a “foreign private issuer,” which could make our shares less attractive to investors.

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We are exempt from certain of Nasdaq’s corporate governance requirements because we are a “controlled company.”

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We are permitted to follow “home country” governance practices rather than those of Nasdaq.

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If we lose our status as a “foreign private issuer” we could face increased costs.

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Failure to timely and effectively implement requirements of Section 404(a) of the Sarbanes-Oxley Act could have a material adverse effect on our business.

Risks Related to Our Common Shares

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The majority of our shares are held by two shareholders, and their interests may conflict with yours.

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Future sales of our common shares and the future exercise of registration rights may cause the market price of our common shares to drop.

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The market price of our common shares may be volatile, which could cause you to lose all or part of your investment and could subject us to securities class action litigation.

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We might not be able to maintain an active trading market for our shares.

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We are a holding company that depends on the ability of our subsidiaries to distribute funds to us.

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Our ability to pay dividends may be limited in certain instances.

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Our investors may suffer adverse tax consequences in connection with the acquisition, ownership, and disposal of our common shares.

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The number of issued shares may fluctuate substantially leading to adverse tax consequences for holders.

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A lack of research reports on our business could affect the price and volume of our common shares.

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Failure to maintain an effective system of internal control over financial reporting could affect investor confidence and the market price of our common shares.

Risks Related to U.S. Federal Income Taxation

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We may not be treated as a non-U.S. corporation or a surrogate foreign corporation for tax purposes.

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We could be treated as a passive foreign investment company, leading to adverse tax consequences for our shareholders.

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Our status as a controlled foreign corporation could result in adverse tax consequences for shareholders.

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If we become subject to U.S. federal income tax on U.S. source income, our earnings may be reduced.

Risks Related to Our Incorporation in the Marshall Islands

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Our shareholders may be limited in their ability to protect their interests because the Marshall Islands has a less well-developed body of law.

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We may become subject to economic substance requirements.

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Forum selection provisions in our articles of incorporation could limit our shareholders’ ability to obtain a favorable judicial forum for disputes.

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Investors may not be able to serve process on or enforce U.S. judgements against us.

Corporate Information

Heidmar Maritime Holdings Corp. is a holding company existing under the laws of the Marshall Islands. Our principal executive offices are located at 89 Akti Mialouli, Piraeus, Greece 18538, and our telephone number at that address is +30 216-002-4900. Our website address is https://www.heidmar.com. The information contained on or accessible through our website is not incorporated by reference into this prospectus.

THE OFFERING


Issuer		Heidmar Maritime Holdings Corp., a Marshall Islands corporation.

Common Shares Currently Outstanding		58,163,341

Common Shares being registered for resale by the Selling Shareholder		Up to 11,080,332 Common Shares that we may elect, in our sole discretion, to issue and sell to BRPC II, from time to time from and after the Commencement Date in the Purchase Agreement.

Nasdaq Symbol		“HMR”

Use of Proceeds		All of the Common Shares being sold in this offering are being sold by the Selling Shareholder. We will not receive any proceeds from these sales. We may receive up to $20 million in aggregate gross proceeds from the Selling Shareholder under the Purchase Agreement in connection with sales of our Common Shares to the Selling Shareholder. We estimate that the net proceeds to us from the sale of our Common Shares to the Selling Shareholder could be up to $19.5 million, after estimated fees and expenses, over a 36-month period, assuming that we sell Common Shares to them for aggregate gross proceeds of $20 million. The net proceeds from sales, if any, under the Purchase Agreement, will depend on the frequency and prices at which we sell our Common Shares to the Holder after the date of this prospectus. See “Plan of Distribution (Conflict of Interest)” and “The Committed Equity Financing” elsewhere in this prospectus for more information. We intend to use the net proceeds from sales under the Purchase Agreement to acquire vessels, as well as for general corporate purposes, which may include, among other things, funding for working capital needs.

Conflict of Interest		BRPC II is an affiliate of B. Riley Securities, Inc. (“BRS”), a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). BRS will act as an executing broker that will effectuate resales to the public in this offering of the Common Shares that BRPC II may acquire from us pursuant to the Purchase Agreement. Because BRPC II will receive all the net proceeds from those resales, BRS is deemed to have a “conflict of interest” within the meaning of FINRA Rule 5121. Consequently, this offering will be conducted in compliance with the provisions of FINRA Rule 5121. FINRA Rule 5121 requires that a “qualified independent underwriter” (as defined in FINRA Rule 5121) participate in the preparation of the registration statement that includes this prospectus and exercise the usual standards of “due diligence” with respect thereto. Accordingly, we have engaged Seaport Global Securities LLC, a registered broker-dealer and FINRA member (“QIU”), to be the qualified independent underwriter in this offering and, in


		such capacity, participate in the preparation of the registration statement that includes this prospectus and exercise the usual standards of “due diligence” with respect thereto. BRPC II has agreed to pay the QIU a cash fee of $50,000 upon completion of this offering as consideration for its services and to reimburse the QIU up to $5,000 for expenses incurred in connection with acting as the qualified independent underwriter in this offering. The QIU will receive no other compensation for acting as the qualified independent underwriter in this offering. In addition, in accordance with FINRA Rule 5121, BRS is not permitted to sell our Common Shares in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder. See “Plan of Distribution (Conflict of Interest).”

Risk Factors		An investment in our common shares involves risks. You should carefully consider each of the factors described or referred to under “Risk Factors” beginning on page 12 before you make an investment in our common shares.

RISK FACTORS

The risk factors below provide certain information regarding risks and uncertainties relating to the Company and its securities. The risks and uncertainties described below are not the only risks and uncertainties that the Company may face. Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial may also impair the Company’s business operations. If any of these risks actually occur, the Company’s business, financial condition and results of operations could suffer. As a result, the trading price of the Company’s common shares could decline, perhaps significantly, and you could lose all or part of your investment. The risks discussed below (or incorporated by reference herein) also include forward-looking statements and the Company’s actual results and performance may differ substantially from those discussed in these forward-looking statements. See the section entitled “Forward-Looking Statements.”

Risks Related to Our Business and Industry

If we cannot meet our customers’ quality and compliance requirements, we may not be able to operate our managed vessels profitably, which could have an adverse effect on our future performance, results of operations, cash flows and financial position.

Customers, in particular those in the shipping industry, have an increasingly high focus on quality and compliance standards with their suppliers across the entire value chain, including the shipping and transportation segment. Our continuous compliance with these standards and quality requirements is vital for our operations. Related risks could materialize in multiple ways, including a sudden and unexpected breach in quality and/or compliance concerning one or more vessels, or a continuous decrease in the quality concerning one or more vessels occurring over time. Moreover, continuous increasing requirements from oil industry constituents can further complicate our ability to meet the standards. If we fail to comply, either suddenly or over a period of time, with our pooling, management and charter agreements or the expectations or requirements of our customers, or if customers, in particular oil operators, increase their requirements above and beyond what we deliver, this may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

We rely on our charterers and pool members to provide the vessels we manage, and if they do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition, and results of operations could be adversely affected.

Our asset-light business model means that we do not currently own any vessels although we may acquire vessels in the future. This means that we rely on third parties and related parties to provide the vessels that we commercially manage, charter and operate, and this reliance would continue should we begin to acquire our own vessels. Should we experience complications with any of the third-party vessels, we may need to delay or cancel charters. We face the risk that any of the companies that are engaged in our commercial vessel management pools (our “Pools”) may not fulfill their contracts and deliver their services on a timely basis, or at all. We have experienced, and may in the future experience, operational complications with our charterers. The ability of our charterers to effectively satisfy our requirements could also be impacted by a charterer’s financial difficulty or damage to their operations caused by fire, terrorist attack, piracy, natural disaster, public health threats, or other events, including the ongoing conflicts between Russia and Ukraine and Israel and Hamas. The failure of any of our managed or chartered vessels to perform to our expectations could result in delayed or cancelled charters and harm our business. Our reliance on our and our subsidiaries’ pooling arrangements and our inability to fully control any operational difficulties without them could have a material adverse effect on our business, financial condition and results of operations.

As we expand the fleet for which we provide vessel management services, we may not be able to recruit suitable employees and crew for our managed vessels, which may limit our growth and cause our financial performance to suffer.

As we continue to expand the fleet we manage, we will need to recruit suitable and reliable agents and administrative and management personnel. Recruiting new employees has become challenging in many industries and markets, and we may not be able to hire suitable employees to support our expansion. If we are unable to recruit suitable employees and crews, we may not be able to provide our services to customers at an appropriate level of quality or at all. This could limit our growth and cause our financial performance to suffer.

The vessels that enter into our Pools may cease operating in that pool.

We enter into pooling contracts with a number of shipping companies, pursuant to which they contribute one or more vessels to a Heidmar Pool, and we assume the commercial management and operation of the vessels. Typically, any participant in a Heidmar Pool has the right to withdraw any or all its vessels upon notice in accordance with the terms of the relevant pool agreement. We cannot assure you that the vessels that currently participate in the Pools will continue that participation. While the pool agreements typically include cancellation fees at full rates for 30 days and half-rate for the following 90 days, these do not replace the full revenue a vessel would earn for the pool or ensure its vitality for the longer term. If, for any reason vessels cease to participate in the Pools, or the Pools are significantly restricted, the net revenues paid to us and our counterparties by the pool could decrease. In addition, one or more pool participants could use their ability to withdraw vessels from a pool in an effort to negotiate a reduction of our fees. Any of these, could have an adverse effect on our financial condition and results of operations.

If we fail to effectively manage the operating costs of the vessels in our pools, this could harm our reputation and our financial performance.

Our commercial management and operation of vessels, includes many aspects of the costs of their operation, including negotiating fees and the costs of fuel. Although our clients typically bear these costs, if we fail to properly manage the costs of a given pool, its efficiency and profitability would decline. Further, our reputation for profitable vessel management would be harmed. These could adversely affect our results of operations.

The profitability of each Heidmar Pool is substantially dependent on the utilization we can achieve for its vessels, so our failure to maintain a high utilization would harm our reputation and our results of operations.

Participation in our pools is intended to enhance the financial performance of our customers’ vessels, in part through higher vessel utilization. If we fail to find customers to engage the vessels we manage in a given pool, the profitability of that pool will decline. Further, our income from a pool consists in part on commissions on freight and demurrage. Accordingly, low vessel utilization would adversely impact our results of operations. In addition, if our pools fail to deliver appropriate vessel utilization, our charterers may decline to keep their vessels in the Pools, which would adversely affect our business and its growth. Factors affecting fleet utilization include, but are not limited to: supply of and demand for vessels in the seaborne transportation industry, dry-docking days, as well as any other event that would render a vessel unable to earn revenue.

When a tanker changes ownership or technical management, it may lose customer approvals.

Most users of seaborne oil transportation services require vetting of a vessel before it approves that vessel to service its account. This represents a risk to our company as it is difficult to efficiently employ a vessel until its vetting approvals are in place. As commercial managers of seaborne oil transportation services, we conduct inspections and assessments of our customers’ vessels. These inspections must be carried out regularly for a vessel to have valid approvals from users of seaborne oil transportation services. Any change in a vessel’s ownership or technical manager causes that vessel to lose its approval status, which means it must be re-inspected and re-assessed by the users of seaborne oil transportation services. Increasingly longer voyages in the very large crude carrier (“VLCC”) trade, as well as trading route disruptions from various regional conflicts could make timely vetting inspections challenging and thus could result in vessels not obtaining vetting approvals in time to secure their next employment at market rates.

High prices of fuel, or bunkers, as well as a lack of availability of fuel, may adversely affect our net income.

Fuel is a significant, if not the largest, expense in shipping when vessels are under voyage charter. As a result, a lack of availability of fuel and/or an increase in the price of fuel beyond our expectations at the time of charter negotiation may adversely affect our profitability, when our chartered in vessels are on voyage charter. Additionally, our profitability may be adversely affected by fluctuations in fuel prices, as charterers take fuel price increases into account when negotiating charter hire rates. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, particularly economic developments in emerging markets such as China and India, the status of trade relations between countries, including the United States and China, global economic conditions, including recession and inflation, geopolitical developments, supply of and demand for oil and gas, actions by the Organization of Petroleum Exporting Countries, or OPEC, and other oil and gas producers and production cuts, war and geopolitical conflicts, including the armed conflicts between Russia and Ukraine and Israel

and Hamas, unrest in oil producing countries and regions, regional production patterns and environmental concerns and regulations. Further increases in fuel prices in the future may reduce the profitability and competitiveness of our business versus other forms of transportation, such as truck or rail. Other future regulations may have a similar impact.

Any increases to bunker costs have an adverse impact on our operating results and cash flows. This might lead to a decrease in the economic viability of older vessels that lack fuel efficiency and a reduction of useful lives of those vessels.

In the highly competitive international seaborne transportation industry, we may not be able to compete for charters with new entrants or established companies with greater resources, and as a result we may be unable to employ our managed vessels profitably.

We manage, charter and operate vessels in a highly competitive and highly fragmented market, and face competition both to identify and secure vessels to operate and manage as well for goods to transport. Competition for vessels arises primarily from other pooling companies and vessel owners and depends on our relationships with vessel owners and customers, the type and age of a vessel and desirability of vessels based on quality and other factors, amongst other things. Competition for seaborne transportation of goods and products is intense and depends on charter rates and the location, size, age, condition and acceptability of the vessel and its operators to charterers. Due in part to the highly fragmented market, competitors with greater resources could operate larger fleets than we may operate and thus be able to offer lower charter rates and terms to vessel owners. We therefore may be unable to retain or attract new customers or charterers on attractive terms or at all, which may have a material adverse effect on our business, financial condition and results of operations. Although we believe that no single competitor has a dominant position in the markets in which we compete, we are aware that certain competitors may be able to devote greater financial and other resources to certain activities than we can, resulting in a significant competitive threat to us. Vessels in the Pools operate in a highly competitive market and our existing and potential competitors may have significantly greater financial resources than us. We cannot give assurances that we will continue to compete successfully with our competitors or that these factors will not erode our competitive position in the future.

We face substantial competition in trying to expand relationships with existing customers and obtain new customers.

The process of obtaining new charter agreements is highly competitive and generally involves an intensive screening and competitive bidding process, which, in certain cases, extends for several months. Contracts in the time charter market are awarded based upon a variety of factors, including:

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the size, age, fuel efficiency, emissions levels, and condition of a vessel;

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the operator’s industry relationships, experience and reputation for customer service, quality operations and safety;

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the quality, experience and technical capability of the crew;

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the experience of the crew with the operator and type of vessel;

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the operator’s relationships with shipyards and the ability to get suitable berths;

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the operator’s construction management experience, including the ability to obtain on-time delivery of new vessels according to customer specifications; and

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the operator’s willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure events.

Contracts in the spot market are awarded based upon a variety of factors as well, and include:

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the location of the vessel; and

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competitiveness of the bid in terms of overall price.

Vessels operating in the Pools operate in a highly competitive market and we expect substantial competition for providing transportation services from a number of companies (both tanker and dry bulk vessel owners and operators). Our existing and potential competitors may have significantly greater financial resources than us. In addition, competitors with greater resources may have larger fleets, or could operate larger fleets through

consolidations, acquisitions, newbuildings or pooling of their vessels with other companies, and, therefore, may be able to offer a more competitive service than us or the Pools, including better charter rates. We expect competition from a number of experienced companies providing contracts for oil and dry bulk transportation services to potential customers, including state-sponsored entities and major energy companies affiliated with the projects requiring shipping services. As a result, we (including the Pools) may be unable to expand our relationships with existing customers or to obtain new customers on a profitable basis, if at all, which would have a material adverse effect on our business, financial condition and operating results.

We are subject to risks with respect to counterparties, and failure of those counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.

We and the Pools enter into various contracts, including charter agreements, pooling arrangements, commercial vessel management agreements and asset agreements, credit facilities and financing arrangements, that subject us and the Pools to counterparty risks. The ability and willingness of these counterparties to perform their obligations under any contract will depend on a number of factors that are beyond our control and may include, among other things, general economic or political conditions, the condition of the maritime and shipping industries, the overall financial condition of the counterparty, charter rates for specific types of vessels, and various expenses. For example, a reduction of cash flow resulting from declines in world trade or the lack of availability of debt or equity financing may result in a significant reduction in the ability of our charterers or the Pools’ charterers to make required charter payments. In addition, in depressed market conditions, charterers and customers may no longer need a vessel that is then under charter or contract or may be able to obtain a comparable vessel at lower rates. As a result, charterers and customers may seek to renegotiate the terms of their existing charter agreements or avoid their obligations under those contracts. Furthermore, it is possible that parties with whom we have charter contracts may be impacted by events in Russia and Ukraine and in the Middle East, including in the Red Sea area, and any resulting sanctions. Should a charterer fail to honor its obligations under agreements with us or a Heidmar Pool, it may be difficult for us or the Heidmar Pool to secure substitute employment for its vessels, and any new charter arrangements that we secure could be at lower rates or on less favorable terms. Should a counterparty fail to honor its obligations under agreements with us or a Heidmar Pool, we could sustain significant losses and a significant reduction in the charter hire we earn from the Heidmar Pool, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Although we assess the creditworthiness of our counterparties, a prolonged period of difficult industry conditions could lead to changes in a counterparty’s liquidity and increase our exposure to credit risk and bad debts. In addition, we may offer extended payment terms to our customers in order to secure contracts, which may lead to more frequent collection issues and adversely affect our financial results and liquidity.

Our financing arrangements contain certain restrictive covenants that may limit our liquidity and corporate activities, which could limit our operational flexibility and have an adverse effect on our financial condition and results of operations.

In order to facilitate growth, we have incurred debt at the subsidiary level. Any changes in interest rates may have an adverse effect on our business, financial condition, results of operations and/or cash flows.

Our ability to obtain new financing for working capital, capital expenditures, acquisitions, general corporate and other purposes may be limited by our existing leverage and/or by market conditions, and no guarantee can be made that we will be able to arrange new borrowing or refinance existing facilitates on favorable terms, or at all. Uncertainty relating to global financial markets and economic conditions may affect our ability to obtain financing and related costs of any financing. These borrowings are denominated in U.S. dollars, and although we generate almost all of our revenues in U.S. dollars we incur a portion of our expenses in other currencies. Accordingly, any strengthening of those currencies against the U.S. dollar could make it more difficult for us to repay our indebtedness.

The terms and conditions of our existing financing arrangements require us or our subsidiaries to maintain specified financial ratios and to satisfy covenants, such as paid-in capital contributions and maintain retained distributions in each of our pools at no less than the amount specified in the relevant pool agreement and/or to maintain a certain number of vessels in a particular Heidmar Pool. Should tanker charter rates or spot market rates values materially decline in the future to an extent that would result in a breach under one or more of the covenants, it could constitute an event of default, and/or cross default, under multiple facilities. Prior thereto, we would need to try and seek waivers or amendments from our lenders with respect to those covenant breaches, or we may be

required to take action to reduce our debt or to act in a manner contrary to our business objectives to comply with those covenants, failure to do so may cause the lenders to accelerate the relevant loans. The occurrence of any of these events may materially adversely affect our business.

We are dependent on the spot market and any decrease in spot market rates in the future may adversely affect the earnings of the Company and our ability to pay dividends.

We employ most of the vessels that we operate in the spot market and operate some vessels under time charter. These practices expose us to fluctuations in spot market charter rates.

Although the number of vessels in our managed fleet that participate in the spot market will vary from time to time, we anticipate that a significant portion of our managed fleet will participate in this market. As a result, our financial performance will be significantly affected by conditions in the tanker spot market, and only our vessels that operate under fixed-rate time charters may, during the period such vessels operate under such time charters, provide a fixed source of revenue to us.

Historically, the tanker market has been volatile because of the many conditions and factors that can affect the price, supply and demand for tanker capacity. The spot market may fluctuate significantly based upon supply of and demand for vessels and cargoes. The successful operation of our managed vessels in the competitive spot market depends upon, among other things, obtaining profitable charters and minimizing, to the extent possible, time spent waiting for charters and time spent in ballast. The spot market is very volatile, and, in the past, there have been periods when spot rates have declined below the operating cost of vessels. If future spot market rates decline or stay at current depressed levels, then we may be unable to operate our managed vessels trading in the spot market profitably, meet our obligations, including payments on indebtedness, or to pay dividends in the future. Furthermore, as charter rates in the spot market are fixed for a single voyage, which may last up to several weeks, during periods in which charter rates are rising, we will generally experience delays in realizing the benefits from such increases.

Our ability to renew the charters on our managed vessels on the expiration or termination of our current charters or on vessels that we may acquire in the future, the charter rates payable under any new charters, and vessel values will all depend upon, among other things, economic conditions in the sectors in which our managed vessels operate at that time, changes in the supply and demand for vessel capacity and changes in the supply and demand for the seaborne transportation of energy resources.

Our fixed rate time charters may limit our ability to benefit from any improvement in charter rates, and at the same time, our revenues may be adversely affected if we do not successfully employ our vessels on the expiration of our charters.

While fixed rate time charters generally provide more reliable revenues, they also limit the portion of our fleet available for spot market voyages during an upswing in the tanker industry cycle, when spot market voyages might be more profitable. By the same token, we cannot assure you that we will be able to successfully employ our vessels in the future or renew existing charters at rates sufficient to allow us to operate our business profitably or meet our obligations. A decline in charter or spot rates or a failure to successfully charter our vessels could have a material adverse effect on our business, financial condition, results of operations and ability to pay dividends.

The tanker vessel industry is cyclical and volatile, which may lead to volatility in the charter rates we are able to obtain for our managed vessels.

The tanker industry is both cyclical and volatile in terms of charter rates and profitability. For example, during the ten-year period from 2013 through 2022, time charter equivalent (“TCE”) spot rates for an Aframax tanker trading between the Caribbean and the U.S. Gulf fluctuated between $3,507 to $210,524 per day. Periodic adjustments to the supply of and demand for oil tankers cause the industry to be cyclical in nature. Fluctuations in charter rates and vessel values result from changes in the supply of and demand for tanker capacity and changes in the supply of and demand for oil and oil products. Because the Company earns a commission on each managed vessel’s daily gross freight rate, which is in part composed of TCE rates, substantial volatility in TCE spot rates for our managed tanker vessels could have a material adverse effect on our business and financial condition.

A drop in spot market rates may provide an incentive for some customers to default on their charters, and the failure of our counterparties to meet their obligations could cause us to suffer losses or otherwise adversely affect our business.

Often, when we enter into a time charter, the rates under that charter are fixed for the term of the charter. The time charters have a maximum remaining duration of approximately two years. If the spot market rates or short-term time charter rates in the tanker industry become significantly lower than the time charter equivalent rates that some of our customers are obligated to pay us under our existing charters, the customers may have incentive to default under that charter or attempt to renegotiate the charter. If our customers fail to pay their obligations, we would have to attempt to re-charter a vessel, which if re-chartered at lower rates, may affect our ability to operate vessels in our fleet profitably and may affect our ability to comply with current or future covenants contained in our loan agreements.

We depend upon a limited number of charter customers and ship owners for a large part of our revenues, and the loss of any of these could adversely affect our business, results of operations and financial condition.

We conduct a substantial portion of our charter activity through a limited number of charter customers and depend on a single ship owner for a large portion of the vessels that we manage. Accordingly, a deterioration in our relationships with any of these parties such that they reduced or eliminated the business they conduct with us, or the unwillingness or inability of any of them to pay their bills to us, could adversely affect our business, results of operation and financial condition.

Our top three customers accounted for between 13% and 45% each and in the aggregate 71% of our total operating revenues during the year ended December 31, 2024, equivalent to $20.7 million of our total revenue. During the year ended December 31, 2023, our top three customers accounted for between 11% and 22% each, and in aggregate, 50% of our total operating revenues, equivalent to $24.5 million of our total revenues. If our charter business with any of these customers were to decline, our business, revenues and results of operations would suffer, and this decrease in business could also adversely affect the interest of ship owners to contribute vessels to our Pools.

Further, we rely on a limited number of vessel owners to enter vessels to the Pools. In particular, Capital Maritime and Trading Corp. (“Capital”) has placed most of its tanker vessels, trading in the spot market, into the Pools. The Capital vessels compose 26 of the 39 vessels currently managed by Heidmar and accounted for 23% of our total revenues from the Pools during the year ended December 31, 2024. Capital is owned by the father of the indirect owner of Maistros Shipinvest Corp., one of our major shareholders. A decision by Capital, or any of our other major pool partners, to withdraw its vessels from the Pools may have a material adverse effect on our business, results of operations and financial condition.

We may be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on our business, results of operations and financial condition.

We may be, from time to time, involved in various litigation matters. These matters may include, among other things, contract disputes, personal injury claims, environmental claims or proceedings, employment matters, governmental claims for taxes or duties, and other litigation that arises in the ordinary course of our business. The ultimate outcome of any litigation or the potential costs to resolve them may have a material adverse effect on us. Insurance may not be applicable or sufficient in all cases and/or insurers may not remain solvent which may have a material adverse effect on our business, results of operations and financial condition.

Exchange rate fluctuations could have an adverse impact on our results of operations.

We generate all of our revenues in U.S. dollars, and the majority of our expenses are denominated in U.S. dollars. However, a portion of voyage and administrative expenses are denominated in currencies other than U.S. dollars. If our expenditures on such costs and fees were significant, and the U.S. dollar was weak against such currencies, our business, results of operations, cash flows, financial condition and ability to pay dividends could be adversely affected.

Our directors and officers may in the future hold direct or indirect interests in companies that compete with us.

Our directors and officers have a history of involvement in the shipping industry and some of them currently, and some of them may in the future, directly or indirectly, hold investments in companies that compete with us. In that case, they may face conflicts between their own interests and their obligations to us.

It is possible that our directors and officers will not be influenced by their interests in or affiliation with other shipping companies, or our competitors, and seek to cause us to take courses of action that might involve risks to our other shareholders or adversely affect us or our shareholders. However, we have written policies in our Code of Conduct to address such situations if they arise.

We may be unable to retain key management personnel, which may negatively impact the effectiveness of our management and our results of operations.

Heidmar is a people-based business and people are vital to its success. Our success will depend to a significant extent upon the abilities and efforts of the following personnel: Pankaj Khanna, Niki Fotiou, Andreas Konialidis, Gerry Ventouris, Vassilis Loutradis and Kalliopi Michalopoulou. These and other members of our management, along with the members of our board of directors are crucial to the execution of our business. If these individuals were no to longer be affiliated with Heidmar, or if Heidmar were to otherwise cease to receive advisory services from them, Heidmar may be unable to recruit other management personnel with equivalent talent and experience, and its business and financial condition may suffer as a result. Inadequate policies and reward structures could incentivize negative behaviors, create internal conflict, lead to reputational damage or contribute to failure in attracting and/or retaining personnel. Lack of appropriate consideration of environmental and social issues could also contribute to any inability to attract and retain skilled personnel.

An over-supply of vessel capacity may lead to reductions in charter hire rates, vessel values and profitability.

The supply of vessels generally increases with deliveries of new vessels and decreases with the recycling of older vessels, conversion of vessels to other uses, such as floating production and storage facilities, and loss of tonnage as a result of casualties. An over-supply of vessel capacity, combined with a decline in the demand for such vessels, may result in a reduction of charter hire rates. Generally, increased competition in the form of increases in newbuild orders at shipyards and/or new shipowner entrants to the tanker shipping market may negatively affect the number of vessels available to us. Upon the expiration or termination of customers’ vessels’ current charters, if we are unable to re-charter these vessels at rates sufficient to allow us to operate these vessels profitably or at all such inability, would have a material adverse effect on our revenues and profitability.

Any decrease in shipments of crude oil may adversely affect our financial performance.

The demand for our managed tankers derives primarily from demand for Arabian Gulf, West African, North Sea, Caribbean, Russian and U.S. shale crude oil, which, in turn, primarily depends on the economies of the world’s industrial countries and competition from alternative energy sources. Any decrease in shipments of crude oil or change in trade patterns from these geographical areas would have a material adverse effect on our financial performance. Among the factors which could lead to such a decrease are:

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increased crude oil production from other areas;

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increased refining capacity in the Arabian Gulf or West Africa;

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increased use of existing and future crude oil pipelines in the Arabian Gulf or West Africa;

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a decision by oil-producing nations to increase their crude oil prices or to further decrease or limit their crude oil production;

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armed conflict between Ukraine and Russia and related sanctions;

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expansion of other sanctions programs maintained by the United States or other jurisdictions;

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armed conflict in the Arabian Gulf and West Africa and political or other factors; and

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the development, availability and the costs of nuclear power, natural gas, coal and other alternative sources of energy.

With crude oil as a particularly sensitive commodity in international trade and of first-rate significance in sanctions measures, we as a tanker management company are particularly exposed to the effects of trade embargoes and sanctions-related measures. Such measures may also negatively affect demand for our commercial management and other services.

In addition, volatile economic conditions affecting world economies may result in reduced consumption of oil products and a decreased demand for our managed vessels and lower charter rates, which could have a material adverse effect on our earnings and our ability to pay dividends.

A shift in consumer demand from oil towards other energy sources or changes to trade patterns for crude oil or refined oil products may have a material adverse effect on our business.

A significant portion of our earnings are related to the oil industry. The demand for our services depends on the level of activity in the oil industry, including oil companies’ willingness and ability to continue making operating and capital expenditures to explore, develop and produce crude oil and refined petroleum products, which are directly affected by trends in oil prices. A shift in or disruption of consumer demand from oil towards other energy sources such as electricity, natural gas, liquified natural gas, hydrogen or ammonia will potentially affect the demand for our managed vessels. A shift from the use of internal combustion engine vehicles may also reduce the demand for oil. These factors could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

“Peak oil” is the year when the maximum rate of extraction of oil is reached. Recent forecasts of “peak oil” range from the late 2020s to 2040, depending on economics and how governments respond to global warming. OPEC maintains that demand for oil will plateau around 2040, despite transition toward other energy sources. Irrespective of “peak oil”, the continuing shift in consumer demand from oil towards other energy resources such as wind energy, solar energy, hydrogen energy or nuclear energy, as well as shifts in government commitments and support for energy transition programs, may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Seaborne trading and distribution patterns are primarily influenced by the relative advantage of the various sources of production, locations of consumption, pricing differentials and seasonality. Changes to the trade patterns of crude oil or refined oil products may have a significant negative or positive impact on the ton-mile and therefore the demand for our tankers. This could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

The operation of tankers involves certain unique operational risks.

The operation of tankers has unique operational risks associated with the transportation of oil. An oil spill may cause significant environmental damage, and a catastrophic spill could exceed the insurance coverage available. Compared to other types of vessels, tankers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision, or other cause, due to the high flammability and high volume of the oil transported in tankers.

Further, our managed vessels and their cargoes will be at risk of being damaged or lost because of events such as marine disasters and other bad weather, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy and other circumstances or events. Changing economic, regulatory and political conditions in some countries, including political and military conflicts, have from time to time resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes and boycotts. These hazards may result in death or injury to persons, loss of revenues or property, the payment of ransoms, environmental damage, higher insurance rates, damage to our customer relationships and market disruptions, delay or rerouting.

If our managed vessels suffer damage, they may need to be repaired at a drydocking facility. While we are not financially responsible for the drydocking and repair of our managed vessels in the event of damages, the loss of earnings while these vessels are forced to wait for space or to travel to more distant drydocking facilities may adversely affect our business and financial condition. Further, the total loss of any of our managed vessels could harm our reputation as a safe and reliable vessel owner and operator. If we are unable to adequately maintain or safeguard our managed vessels, we may be unable to prevent any such damage, costs or loss which could negatively impact our business, financial condition, results of operations, cash flows and ability to pay dividends.

Our business could be harmed by an increase in trade protectionism, the unravelling of multilateral trade agreements or a decrease in the level of China’s export of goods and import of raw materials.

The nature of our operations means that increased trade protectionism could adversely affect our business. Protectionist measures, such as increases in tariffs, greater regulation of imports, and the unraveling of multilateral trade agreements, could decrease the demand for shipping, adversely affect our charterers’ businesses and accordingly, adversely affect our own business.

Recently, the U.S. government has threatened or enacted trade barriers in order to protect or revive its domestic industries. These include a dramatic increase in tariff rates on a large number of foreign countries, as well as on imports of particular products, such as steel and aluminum. Certain countries affected by the new tariffs have reacted by imposing, or threatening to impose, their own retaliatory tariffs or other trade barriers on U.S. goods and services. The situation remains particularly fluid and uncertain, as policies have been imposed and then rescinded or changed and threatened but not yet implemented, and it is unclear whether and to what extent new tariffs (or other new trade barriers) will be adopted or once adopted will remain in place. Tariffs and other trade barriers can lead to a decrease in shipping traffic and shipping rates both generally and along specific routes, and thereby have an adverse effect on our business, results of operations and financial condition.

Additionally, the U.S. trade confrontation with China may escalate beyond tariffs with a proposal by the Trump administration to impose significant fees on any vessel entering a U.S. port where that vessel is owned by a Chinese shipping company or by a vessel operator whose fleet includes one or more Chinese-built vessels or that has newbuilding orders at a Chinese shipyard. The proposal of the U.S. trade representative (USTR), if adopted as proposed, would require Chinese shipping companies-to pay up to $1 million per port call and those operating Chinese-built vessels or that have newbuilding orders with Chinese shipyards to be charged up to $1.5 million per U.S. port call, depending on the percentage of Chinese-built vessels in their fleet or newbuilding orders at Chinese shipyards. It is unknown whether and to what extent these new port fees on Chinese shipping companies and vessels will be adopted, or the effect that they would have on us or our industry generally. To the extent these fees (or others like them) disrupt or decrease global shipping, our business could suffer.

Restrictions on imports, including in the form of tariffs, could have a major impact on global trade and demand for shipping. Specifically, increasing trade protectionism in the markets that our charterers serve may cause an increase in (i) the cost of goods exported from exporting countries, (ii) the length of time required to deliver goods from exporting countries, (iii) the costs of such delivery and (iv) the risks associated with exporting goods. These factors may result in a decrease in the quantity of goods to be shipped. Protectionist developments, or the perception they may occur, may have a material adverse effect on global economic conditions, and may significantly reduce global trade and consequently the demand for commercial shipping. These developments would also have an adverse impact on our charterers’ business, operating results and financial condition which could, in turn, affect our charterers’ ability to make timely charter hire payments to us and impair our ability to renew charters and grow our business. Any of these developments could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our shareholders.

Our business has inherent operational risks, which may not be adequately covered by insurance.

The vessels that we manage and charter and their cargoes are at risk of being damaged or lost because of events such as marine disasters, adverse weather conditions, mechanical failures, human error, environmental accidents, war, terrorism, piracy and other circumstances or events. In addition, transporting cargoes across a wide variety of international jurisdictions creates a risk of business interruptions due to political circumstances in foreign countries, hostilities, labor strikes and boycotts, the potential changes in tax rates or policies, and the potential for government expropriation of our managed vessels. Any of these events may result in loss of revenues, increased costs and decreased cash flows to the Pools and our counterparties, which could impair their ability to make payments to us under our charters.

We generally maintain charters liability insurance, freight demurrage and defense insurance, charterers freight insurance and kidnap and ransom insurance in connection with our commercial management and operation.

Our counterparties may not be insured in amounts sufficient to address all risks and may not be able to obtain adequate insurance coverage for their vessels in the future or may not be able to obtain certain coverage at reasonable rates. For example, in the past more stringent environmental regulations have led to increased costs for, and in the future may result in the lack of availability of, insurance against risks of environmental damage or pollution. Such inadequacy of insurance could have a material adverse effect on our results of operations and financial condition.

Further, insurers may not pay particular claims. For example, certain insurance policies may exclude losses caused by war, strikes, nuclear contamination, or intentional acts. As the shipping business faces increasing new risks (such as cybersecurity threats, stricter environmental regulations, and extreme weather events), insurance premiums may rise significantly. Our counterparties’ insurance policies contain deductibles for which they will be responsible and limitations and exclusions which may increase their costs or lower our revenues. Moreover, insurers may default on claims they are required to pay. Any of these factors could have a material adverse effect on our financial condition.

Inability to obtain or maintain adequate insurance coverage could adversely affect our results of operations.

As part of our overall risk management strategy, we have obtained and maintain insurance coverage. Although we have been able to obtain reasonably priced insurance coverage to meet our requirements in the past, there is no assurance that we will be able to do so in the future. For example, catastrophic events can result in decreased coverage limits, more limited coverage, and increased premium costs or deductibles. If we are unable to obtain adequate insurance coverage, we may not be able to procure certain contracts or pursue certain business opportunities, which could materially adversely affect our financial position, results of operations, cash flows or liquidity.

Our operations outside the United States expose us to global risks such as political instability, economic sanctions restrictions, terrorist or other attacks, and war and international hostilities, all of which may affect the tanker industry and adversely affect our business.

We are an international company and primarily conduct our operations outside of the United States, and our business, results of operations, cash flows, financial condition and ability to pay dividends, if any, may be adversely affected by changing economic, political and government conditions in the countries and regions where our managed vessels are employed or registered. Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political conflicts, including the current political instability in the Middle East and the South China Sea region and other geographic countries and areas, war (or threatened war), such as those between Russia and Ukraine and Israel and Hamas, or international hostilities, such as increasing tensions between the United States and China, North Korea or Iran. Terrorist attacks, as well as the frequent incidents of terrorism in the Middle East, and the continuing response of the United States and others to these attacks, as well as the threat of future terrorist attacks around the world, continue to cause uncertainty in the world’s financial markets and may affect our business, operating results and financial condition. Continuing conflicts and recent developments in Ukraine and the Middle East may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further economic instability in the global financial markets.

In the past, political instability has also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region, in the Black Sea in connection with the conflict between Russia and Ukraine, and in the Red Sea in connection with the conflict between Israel and Hamas. Acts of terrorism and piracy have also affected vessels trading in regions such as the Black Sea, the South China Sea, the Gulf of Guinea off the coast of West Africa and the Gulf of Aden off the coast of Somalia, among others.

Additionally, since December 2023, there have been multiple drone and missile attacks on commercial vessels transiting international waters in the southern Red Sea by groups believed to be affiliated with the Yemen-based Houthi rebel group purportedly in response to the ongoing military conflict between Israel and Hamas. Recent attacks on U.S. military installations in Jordan and other locations in the Middle East, the military actions by the U.S. government and certain of its allies against the Houthi rebel group, which the U.S. government believes to be supported by the government of Iran and the ongoing military conflict between Israel and Hamas continue to threaten the political stability of the region and may lead to further military conflicts, including continued hostile actions towards commercial shipping in the region. We cannot predict the severity or length of the current conditions impacting international shipping in this region and the continuing disruption of the trade routes in the region of the Red Sea. It is also possible that these conditions could have a material and adverse impact on our financial condition, results of operations, and future performance.

The military conflict in Ukraine has had a significant direct and indirect impact on the trade of refined petroleum and drybulk products.

Beginning in February of 2022, the United States, the United Kingdom, and the European Union, among other countries, announced various economic sanctions against Russia in connection with its invasion of Ukraine, which may adversely impact our business, given Russia’s role as a major global exporter of crude oil and natural gas. The ongoing conflict could result in the imposition of further economic sanctions or new categories of export restrictions against individuals or entities in or connected to Russia. While in general much uncertainty remains regarding the global impact of the conflict in Ukraine, it is possible that such tensions could adversely affect our business, financial conditions, operations results, and cash flows.

The United States has issued several executive orders that prohibit certain transactions related to Russia, including prohibitions on the import of certain Russian energy products into the United States (including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal), and all new investments in Russia by U.S. persons, among other prohibitions and export controls, and has issued numerous determinations authorizing the imposition of sanctions on persons who operate or have operated in the energy, metals and mining, and marine sectors of the Russian Federation economy, among others. Increased restrictions on these sectors, or the expansion of sanctions to new sectors, may pose additional risks that could adversely affect our business and operations.

Furthermore, the United States, in conjunction with the G7, has implemented a Russian petroleum “price cap policy” which prohibits a variety specified services related to the maritime transport of Russian Federation origin crude oil and petroleum products, including trading/commodities brokering, financing, shipping, insurance (including reinsurance and protection and indemnity), flagging, and customs brokering. An exception exists to permit such services when the price of the seaborne Russian oil does not exceed the relevant price cap; but implementation of this price exception relies on a recordkeeping and attestation process that requires each party in the supply chain of seaborne Russian oil to demonstrate or confirm that oil has been purchased at or below the price cap. Further, effective as of February 27, 2025, the United States has also prohibited the provision of petroleum services by U.S. persons to persons location in Russia. An exception exists for the provision of petroleum services in certain specified circumstances, including for the provision of services for products purchased at or below the aforementioned price caps. Violations of the petroleum services policy or price cap policy or the risk that information, documentation, or attestations provided by parties in the supply chain are later determined to be false may pose additional risks adversely affecting our business.

Our business could also be adversely impacted by trade tariffs, trade embargoes or other economic sanctions that limit trading activities between the United States or other countries against countries in the Middle East, Asia or elsewhere as a result of terrorist attacks, hostilities or diplomatic or political pressures, including as a result of ongoing tensions involving Russia, Iran, and China and the current conflicts in the Middle East, which may, among other things, impair or prevent certain of our counterparties from performing their obligations under contracts with us or with the pools in which our managed vessels operate.

Any of these occurrences could have a material adverse impact on our future performance, results of operations, cash flows, financial position and our ability to pay any cash distributions to our shareholders.

Our future results of operations will be subject to seasonal fluctuations, which may adversely affect our financial condition.

We have recently expanded our services to include dry bulk operating pools, and those dry bulk vessels may operate in markets that have historically exhibited seasonal variations in demand, particularly in the Capesize segment given its share of the iron ore trade, and, as a result, in charter hire rates. As China is the most significant market for dry bulk shipping, the public holidays in relation to the Chinese New Year during the first quarter usually results in a decrease in market activity during this period. In addition, unpredictable and adverse weather conditions and patterns in the Southern Hemisphere, which often occur during the first quarter, have had a negative impact on iron ore exports from Australia and from Brazil. Both Australia and Brazil are very important loading areas for Capesize and Panamax vessels. This seasonality may affect our business, results of operations, financial condition, and could affect our ability to pay dividends, if any, in the future.

As we expand our business, we may have difficulty managing our growth, which could increase expenses.

We plan to grow our business by continuing to develop our relationships with vessel owners and charterers and potentially by selective acquisitions, joint ventures or strategic expansion into complementary service offerings.

We may, from time to time, selectively pursue new business lines, strategic acquisitions or joint ventures we believe are complementary to our business. Existing as well as new projects entail opportunity and risk. Any strategic transaction that is a departure from our historical operations in the tanker shipping industry could present unforeseen challenges and result in a competitive disadvantage relative to our more established competitors. In March 2024, we acquired Landbridge Ship Management (HK) Limited, a technical manager of vessels, and have since expanded our services to technical management. We cannot assure you that our expansion into this business line will be successful, and our inability to realize the anticipated benefits of the acquisition may affect our results of operations and financial condition.

There is always a possibility that intended transactions may not conclude due to various execution risks related to, but not limited to, documentation, inspection of the vessels and/or class records and due diligence. Thus, there may be certain external and third-party costs, including for example, the costs of legal and/or financial advisers, carried by us that are not recoverable.

We will operate dry bulk vessels worldwide and the dry bulk business has inherent operational risks, which may reduce our revenue or increase our expenses.

Our expansion into the management and operation of dry bulk vessels exposes us to certain risks particular to these vessels. With a dry bulk carrier, the cargo itself and its interaction with the vessel can be an operational risk. By their nature, dry bulk cargoes are often heavy, dense, easily shifted, and react badly to water exposure. In addition, dry bulk carriers are often subjected to battering treatment during unloading operations with grabs, jackhammers (to pry encrusted cargoes out of the hold) and small bulldozers. This treatment may damage the vessel, which can be expensive and, if not repaired properly, could make the vessel more susceptible to breach at sea. Hull breaches in dry bulk carriers may lead to the flooding of the vessels’ holds. If a dry bulk carrier suffers flooding in its forward holds, the bulk cargo may become so dense and waterlogged that its pressure may buckle the vessel’s bulkheads, leading to the loss of the vessel. Any of these circumstances or events may have a material adverse effect on our business, results of operations and financial condition. In addition, the loss of any of our managed vessels could harm our reputation as a safe and reliable commercial management company.

Charter hire rates for dry bulk vessels are volatile, have fluctuated significantly in recent years, and may decrease below our cash break-even rates in the future, which may adversely affect our business, results of operations and financial condition.

As we expand into the management and operation of dry bulk vessels, we will be increasingly affected by the cyclicality and volatility of the dry bulk shipping industry. Time charter and spot market rates for dry bulk vessels have in the recent past declined below the operating costs of vessels. When we charter our managed vessels pursuant to time charters, we will be exposed to changes in charter rates for dry bulk carriers and such changes may adversely affect our earnings.

Charter rate fluctuations result from changes in the supply and demand for vessel capacity for the major commodities carried on water internationally. Because the factors affecting the supply and demand for vessels are outside of our control and are unpredictable, the nature, timing, direction and degree of changes in charter rates are also unpredictable. Since we currently, and may continue to, charter our managed dry bulk carriers principally in the spot market, we are exposed to the cyclicality and volatility of the spot market. We may not be able to predict whether future spot rates will be sufficient to enable our managed vessels to be operated profitably.

Demand for dry bulk oceangoing vessels is dependent upon world economic growth, seasonal and regional changes in demand, changes to the capacity of the global dry bulk fleet and the sources and supply of dry bulk cargo transported by sea. Continued adverse economic, political or social conditions or other developments could further negatively impact charter rates and therefore have a material adverse effect in the future on our business and results of operations.

Factors that influence the supply of vessel capacity include:

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the number of newbuilding orders and deliveries, including delays in vessel deliveries;

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the number of shipyards and ability of shipyards to deliver vessels;

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port or canal congestion;

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potential disruption, including supply chain disruptions, of shipping routes due to accidents or political events;

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speed of vessel operation;

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vessel casualties;

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technological advances in vessel design, capacity, propulsion technology and fuel consumption efficiency;

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the extent of scrapping or recycling of older vessels, depending, among other things, on scrapping or recycling rates and international scrapping or recycling regulations;

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the price of steel and vessel equipment;

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product imbalances (affecting the level of trading activity) and developments in international trade;

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number of vessels that are out of service, namely those that are laid-up, drydocked, awaiting repairs or otherwise not available for hire;

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availability of financing for new vessels and shipping activity;

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changes in national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage; and

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changes in environmental and other regulations that may limit the useful lives of vessels.

In addition to the prevailing and anticipated freight rates, factors that affect the rate of newbuilding, scrapping and laying-up include newbuilding prices, secondhand vessel values in relation to scrap prices, costs of bunkers and other operating costs, costs associated with classification society surveys, normal maintenance costs, insurance coverage costs, the efficiency and age profile of the existing dry bulk fleet in the market, and government and industry regulation of maritime transportation practices, particularly environmental protection laws and regulations. These factors influencing the supply of and demand for shipping capacity are outside of our control, and we may not be able to correctly assess the nature, timing and degree of changes in industry conditions.

Further, the market may fluctuate widely based on a variety of factors including changes in overall market movements, political and economic events, wars, including the ongoing conflict between Russia and Ukraine and Israel and Hamas, acts of terrorism, natural disasters (including disease, epidemics and pandemics) and changes in interest rates or inflation rates.

Shipbroking is a business largely transacted via personal relationships.

Shipbroking remains a business that is largely transacted via personal relationships, which are dependent upon quality service. The risk of technological change, disintermediation and increased consumer demands for enhanced technological offerings could render aspects of our current services obsolete, potentially resulting in a loss of customers. Relationships could be devalued and replaced by disruptive technology platforms which could result in increased competition, consequent price reductions and loss of revenue.

Outbreaks of epidemic and pandemic diseases and governmental responses thereto could adversely affect our business.

Our operations are particularly vulnerable to risks related to pandemics, epidemics or other infectious disease outbreaks and government responses thereto. The extent to which our business, the global economy and the petroleum product transportation industry may be negatively affected by future pandemics, epidemics or other outbreaks of infectious diseases is highly uncertain and will depend on numerous evolving factors that we cannot predict, including, but not limited to (i) the duration and severity of the infectious disease outbreak; (ii) the imposition of restrictive measures to combat the outbreak and slow disease transmission; (iii) the introduction of financial support measures to reduce the impact of the outbreak on the economy; (iv) volatility in the demand for and price of oil and gas; (v) shortages or reductions in the supply of essential goods, services or labor; and (vi) fluctuations in general economic or financial conditions tied to the outbreak, such as a sharp increase in interest rates or reduction in the availability of credit. We cannot predict the effect that an outbreak of any future infectious disease outbreak, pandemic or epidemic may have on our business, results of operations and financial condition, which could be material and adverse.

Safety, environmental, governmental and other requirements expose us to liability, and compliance with current and future regulations could require significant additional expenditures, which could have a material adverse effect on our business and financial results.

Our operations are affected by extensive and changing international, national, state and local laws, regulations, treaties, conventions and standards in force in international waters, the jurisdictions where we operate the vessels we manage, and the country or countries in which the vessels we manage are registered. These obligations address matters such as the management and disposal of hazardous substances and wastes, the cleanup of oil spills and other contamination, air emissions (including greenhouse gases), and water discharges and ballast and bilge water management. The regulations applicable to us and the vessels we manage include, but are not limited to, the U.S. Oil Pollution Act of 1990 (“OPA”), requirements of the U.S. Coast Guard, or the USCG, and the U.S. Environmental Protection Agency (the “EPA”), the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), the U.S. Clean Water Act, the U.S. Maritime Transportation Security Act of 2002, and regulations of the IMO, including the International Convention for the Safety of Life at Sea of 1974 (“SOLAS”), the International Convention for the Prevention of Pollution from Ships of 1973 (“MARPOL”), including the designation thereunder of Emission Control Areas (“ECAs”), the International Convention on Civil Liability for Oil Pollution Damage of 1969 (“CLC”), and the International Convention on Load Lines of 1966. In particular, IMO’s Marine Environmental Protection Committee (“MEPC”) 73, amendments to Annex VI prohibiting the carriage of bunkers above 0.5% sulfur content in fuel on ships took effect March 1, 2020 and may cause us to incur substantial costs. Compliance with these regulations could have a material adverse effect on our business and financial results.

In addition, vessel classification societies and the requirements set forth in the IMO’s International Management Code for the Safe Operation of Ships and for Pollution Prevention, or the ISM Code, also impose significant safety and other requirements on our managed vessels. In complying with current and future environmental requirements, vessel owners and operators may also incur significant additional costs in meeting new maintenance and inspection requirements, in developing contingency arrangements for potential spills and in obtaining insurance coverage. Government regulation of vessels, particularly in the areas of safety and environmental requirements, can be expected to become stricter in the future and require vessel owners to incur significant capital expenditures on our managed vessels to keep them in compliance, or even to recycle or sell certain vessels altogether. While Heidmar does not bear the cost of ensuring our managed vessels comply with safety and environmental requirements, any additional costs or requirements could have a material adverse effect on our business.

Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and Governance (“ESG”) policies may impose additional costs on us or expose us to additional risks.

Companies across all industries are facing increasing scrutiny relating to their ESG policies. Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments. The increased focus and activism related to ESG and similar matters may hinder access to capital, as investors and lenders may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices. Companies which do not adapt to or comply with investor, lender or other industry shareholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage, costs related to litigation, and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.

We may face increasing pressures from investors, lenders and other market participants, who are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability. As a result, we may be required to implement more stringent ESG procedures or standards so that our existing and future investors and lenders remain invested in us and make further investments in us, especially given the highly focused and specific trade of crude oil transportation in which we are engaged. Such ESG corporate transformation calls for an increased resource allocation to serve the necessary changes in that sector, increasing costs and capital expenditure. If we do not meet these standards, our business and/or our ability to access capital could be harmed.

Additionally, certain investors and lenders may exclude companies involved in the oil transportation industry, such as us, from their investing portfolios altogether due to ESG factors. These limitations in both the debt and equity capital markets may affect our ability to grow as our plans for growth may include accessing the equity and debt capital markets. If those markets are unavailable, or if we are unable to access alternative means of financing on acceptable terms, or at all, we may be unable to implement our business strategy, which would have a material adverse effect on our financial condition and results of operations and impair our ability to service our indebtedness. Further, it is likely that we will incur additional costs and require additional resources to monitor, report and comply with wide ranging ESG requirements. The occurrence of any of the foregoing could have a material adverse effect on our business and financial condition.

Climate change and greenhouse gas restrictions may adversely impact our operations and markets.

Due to concern over the risk of climate change, a number of countries, the European Commission and the IMO have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. These regulatory measures may include, among others, adoption of cap-and-trade regimes, carbon taxes, taxonomy of ‘green’ economic activities, increased efficiency standards and incentives or mandates for renewable energy. More specifically, on October 27, 2016, IMO’s MEPC announced its decision concerning the implementation of regulations mandating a reduction in sulfur content of fuel oil from 3.5% currently to 0.5% as of the beginning of January 1, 2020. Additionally, in April 2018, nations at the MEPC 72 adopted an initial strategy to reduce greenhouse gas emissions from ships. The initial strategy identified levels of ambition to reducing greenhouse gas emissions and notes that technological innovation, alternative fuels and/or energy sources for international shipping will be integral to achieve the ambitions. On July 7, 2023, at the MEPC’s 80th session, the MEPC adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, which, in part, includes (1) further decreasing the carbon intensity from ships through improvement of energy efficiency; (2) reducing carbon intensity of international shipping; (3) increasing adoption of zero or near-zero emissions technologies, fuels, and energy sources; and (4) achieving net zero greenhouse gas (“GHG”) emissions from international shipping. Furthermore, the following indicative checkpoints were adopted in order to reach net zero GHG emissions from international shipping: (1) reduce the total annual GHG emissions from international shipping by at least 20%, striving for 30%, by 2030, compared to 2008 levels; and (2) reduce the total annual GHG emissions from international shipping by at least 70%, striving for 80%, by 2040, compared to 2008 levels. In March 2024, MEPC 81 further developed the goal-based marine fuel standard regulating the phased reduction of marine fuel’s GHG intensity as part of its mid-term measures. In Fall 2024, MEPC 82 made further progress on the development of these mid-term measures, and the Committee is expected to approve amendments at MEPC 83 (Spring 2025) for adoption in October 2025.These regulations may cause us to incur additional substantial expenses in the future and therefore could impact the cost of our operations and adversely affect our business.

On September 15, 2020, the European Parliament voted to include greenhouse gas emissions from the maritime sector in the European Union’s carbon market, the EU Emissions Trading System (“EU ETS”) as part of its “Fit-for-55” legislation to reduce net greenhouse gas emissions by at least 55% by 2030. It is expected that shipowners will need to purchase and surrender a number of emission allowances that represent their recorded carbon emission exposure for a specific reporting period. The person or organization responsible for the compliance with the EU ETS should be the shipping company, defined as the shipowner or any other organization or person, such as the manager or the bareboat charterer, that has assumed the responsibility for the operation of the ship from the shipowner. On December 18, 2022, the Environmental Council and European Parliament agreed to include maritime shipping emissions within the scope of the EU ETS on a gradual introduction of obligations for shipping companies to surrender allowances: 40% for verified emissions from 2024, 70% for 2025 and 100% for 2026. Most large vessels will be included in the scope of the EU ETS from the outset. Big offshore vessels of 5,000 gross tonnage and above will be included in the Monitoring, Reporting and Verification (“MRV”) of CO2 emissions from maritime transport regulation from 2025 and in the EU ETS from 2027. General cargo vessels and off-shore vessels between 400-5,000 gross tonnage will be included in the MRV regulation from 2025 and their inclusion in EU ETS will be reviewed in 2026. Furthermore, starting from January 1, 2026, the ETS regulations will expand to include emissions of two additional greenhouse gases: nitrous oxide and methane.

The EU also adopted the FuelEU Maritime regulation, a proposal included in the "Fit-for-55" legislation. Starting from January 2025, FuelEU Maritime sets requirements on the annual average GHG intensity of energy used by ships trading within the EU or European Economic Area (EEA). This intensity is measured as GHG emissions per energy unit (gCO2e/MJ) and, in turn, GHG emissions are calculated in a well-to-wake perspective. The calculation takes into account emissions related to the extraction, cultivation, production and transportation of

fuel, in addition to emissions from energy used on board the ship. The baseline for the calculation is the average well-to-wake GHG intensity of the fleet in 2020: 91.16 gCO2e/MJ. This will start at a 2% reduction in 2025, increasing to 6% in 2030, and accelerating from 2035 to reach an 80% reduction by 2050. Compliance with the Maritime EU ETS and the FuelEU Maritime regulation could result in additional compliance and administration costs to properly incorporate the provisions of the Directive into our business routines. Additional EU regulations which are part of the EU’s Fit-for-55, could also affect our financial position in terms of compliance and administration costs when they take effect. Territorial taxonomy regulations in geographies where we are operating and are regulatory liable, such as EU Taxonomy, might jeopardize the level of access to capital. For example, the EU has already introduced a set of criteria for economic activities which should be framed as ‘green’, called EU Taxonomy. The EU Taxonomy is a classification regulatory system which attempts to identify environmentally sustainable economic activities. The requirement to deliver sustainability indicators under Article 8 of the Taxonomy Regulation is applicable as of January 1, 2022, to companies subject to the obligation to publish non-financial statements in accordance with Article 19a or Article 29a of the Accounting Directive 2013/34/EU. The Non-financial Reporting Directive (Directive 2014/95/EU, NFRD) is an amendment to the Accounting Directive (Directive 2013/34/EU). Under the NFRD, large listed companies, banks and insurance companies with more than 500 employees are required to publish reports on the policies they implement in relation to social responsibility and other sustainability related information (Act 14, Art. 1 and Art. 29a). Article 8 of the Taxonomy Regulation requires companies falling within the scope of the existing NFRD, and additional companies brought under the scope of the proposed Corporate Sustainability Reporting Directive, to report certain indicators on the extent to which their activities are sustainable as defined by the EU Taxonomy.

Since January 1, 2020, ships must either remove sulfur from emissions or buy fuel with low sulfur content, which may lead to increased costs and supplementary investments for ship owners. The interpretation of “fuel oil used on board” includes use in main engine, auxiliary engines and boilers. Shipowners may comply with this regulation by (i) using 0.5% sulfur fuels on board, which are available around the world but at a higher cost; (ii) installing scrubbers for cleaning of the exhaust gas; or (iii) by retrofitting vessels to be powered by liquefied natural gas or other alternative energy sources, which may not be a viable option due to the lack of supply network and high costs involved in this process. Costs of compliance with these regulatory changes may be significant and may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

In 2022, MEPC amended Annex VI to impose new regulations to reduce greenhouse gas emissions from ships. These amendments introduce requirements to assess and measure the energy efficiency of all ships and set the required attainment values, with the goal of reducing the carbon intensity of international shipping. To achieve a 40% reduction in carbon emissions by 2023 compared to 2008, shipping companies are required to include: (i) a technical requirement to reduce carbon intensity based on a new Energy Efficiency Existing Ship Index (“EEXI”), and (ii) operational carbon intensity reduction requirements, based on a new operational Carbon Intensity Indicator (“CII”). The EEXI is required to be calculated for ships of 400 gross tonnage and above. The IMO and MEPC will calculate “required” EEXI levels based on the vessel’s technical design, such as vessel type, date of creation, size and baseline. Additionally, an “attained” EEXI will be calculated to determine the actual energy efficiency of the vessel. A vessel’s attained EEXI must be less than the vessel’s required EEXI. Non-compliant vessels will have to upgrade their engine to continue to travel. Vessels that continually receive subpar CII ratings will be required to submit corrective action plans to ensure compliance. MEPC 79 also adopted amendments to MARPOL Annex VI, Appendix IX to include the attained and required CII values, the CII rating and attained EEXI for existing ships in the required information to be submitted to the IMO Ship Fuel Oil Consumption Database. The amendments will enter into force on May 1, 2024.

Additionally, all ships above 400 gross tonnage must have an approved Ship Energy Efficiency Management Plan (“SEEMP”), on board. For ships above 5,000 gross tonnage, the SEEMP would need to include certain mandatory content. That same year MEPC also amended MARPOL Annex I to prohibit the use and carriage for use as fuel of heavy fuel oil by ships in Arctic waters on and after July 1, 2024.

MPEC 76 adopted amendments to the International Convention on the Control of Harmful Anti-Fouling Systems on Ships, 2001, or the AFS Convention, which have been entered into force on January 1, 2023. From this date, all ships shall not apply or re-apply anti-fouling systems containing cybutryne; all ships bearing an anti-fouling system that contains cybutryne in the external coating layer of their hulls or external parts or surfaced on January 1, 2023 shall either: remove the anti-fouling system or apply a coating that forms a barrier to this substance leaching from the underlying non-compliance anti-fouling system.

Adverse effects upon the oil and gas industry relating to climate change, including growing public concern about the environmental impact of climate change, may also adversely affect demand for our services. For example, increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for oil and gas in the future or create greater incentives for use of alternative energy sources. In addition to the peak oil risk from a demand perspective, the physical effects of climate change, including changes in weather patterns, extreme weather events, rising sea levels, scarcity of water resources, may negatively impact our operations. Any long-term material adverse effect on the oil and gas industry could have a significant financial and operational adverse impact on our business that we cannot predict with certainty at this time.

Increased inspection procedures, tighter import and export controls and security standards could increase costs and disrupt our business.

International shipping is subject to various security and customs inspection and related procedures in countries of origin and destination and trans-shipment points. In addition, pursuant to the SOLAS Convention, dry bulk vessels and the ports in which we plan to operate are subject to the International Ship and Port Facility Security Code (“ISPS Code”), which is designed to enhance the security of ports and ships against terrorism. Inspection procedures may result in the seizure of contents of our managed vessels, delays in the loading, offloading, trans-shipment or delivery and the levying of customs duties, fines or other penalties against us.

International shipping is subject to security and customs inspection and related procedures in countries of origin, destination and trans-shipment points. Under the U.S. Maritime Transportation Security Act of 2002 (the “MTSA”), the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities. These security procedures can result in the seizure of the contents of our managed vessels, delays in the loading, offloading or trans- shipment, and the levying of customs duties, fines or other penalties against exporters or importers and, in some cases, carriers.

It is possible that changes to inspection procedures and security standards could impose additional financial and legal obligations on us. Changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business results, results of operations and financial condition.

We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.

The safety and security of our managed vessels and efficient operation of our business, including processing, transmitting and storing electronic and financial information, depend on computer hardware and software systems, which are increasingly vulnerable to security breaches and other disruptions.

We may experience threats to our data and systems, including malware and computer virus attacks, internet network scams, systems failures and disruptions. A cyberattack that bypasses our IT security systems, causing an IT security breach, could lead to a material disruption of our IT systems and adversely impact our daily operations and cause the loss of sensitive information, including our own proprietary information and that of our customers, suppliers and employees. Such losses could harm our reputation and result in competitive disadvantages, litigation, regulatory enforcement actions, lost revenues, additional costs and liability. While we devote substantial resources to maintaining adequate levels of cybersecurity, our resources and technical sophistication may not be adequate to prevent all types of cyberattacks. We will continue to depend upon our ability to protect our information systems against damage or system interruptions from natural disasters, technical failures and other events beyond our control.

We rely on industry accepted security and control frameworks and technology to securely maintain confidential and proprietary information and personal data maintained on our information systems. However, these measures and technology may not adequately prevent security breaches. A breach could be caused by an insider, an external party, inadequate physical security, insecure software development or inadequate supply chain management. In addition, the unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased operating costs, causing our business and results of operations to suffer. In order to compete effectively and meet our clients’ needs, we will need to maintain our systems as well as invest in improved technology. Any significant

interruption or failure of our information systems or any significant breach in the confidentiality, integrity or availability of our IT systems and data could adversely affect our business, results of operations and financial condition, cash flows and our reputation.

Cyberattacks against the Ukrainian government and other countries in the region have been reported in connection with the ongoing conflict between Russia and Ukraine. To the extent such attacks have collateral effects on global critical infrastructure or financial institutions, such developments could adversely affect our business, operating results and financial condition. It is difficult to assess the likelihood of such a threat and any potential impact at this time. Further, as a result of generally increased remote working, the business has seen an increased volume of spam, targeted phishing type email and ransomware attacks. The recent identification of the Log4j vulnerability, the increased frequency of zero-day attacks and more sophisticated methods of attack are further examples of the risks we face.

Cybersecurity threats are of immediate concern, and constitute a potential risk to us, with contingent exposure to us and our subsidiaries.

In June 2024, we experienced a cybersecurity incident involving the Akira ransomware group, which gained unauthorized access to certain systems and encrypted a portion of our data. Our backup systems remained unaffected, and all impacted systems were reformatted and restored from backup within a short timeframe. We did not experience any financial losses as a result of the incident and did not identify any material disruption to our business operations, customer relationships, or contractual obligations.

In July 2023, the SEC adopted amendments to its rules on cybersecurity risk management, strategy, governance, and incident disclosure. The amendments require us to report material cybersecurity incidents involving our information systems and periodic reporting regarding our policies and procedures to identify and manage cybersecurity risks, amongst other disclosures. During the year ended December 31, 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. A failure to disclose could result in the imposition of injunctions, fines and other penalties by the SEC. Complying with these obligations could cause us to incur substantial costs and could increase negative publicity surrounding any cybersecurity incident.

Sanctions and embargoes imposed by the U.S. government, the United Kingdom, the European Union, the United Nations or other governmental authorities could prevent us from calling on certain ports or serving certain clients and could lead us to suffer monetary fines or penalties.

The shipping sector is high risk with respect to sanctions compliance. Although we intend to maintain compliance with all applicable sanctions, and we endeavor to take precautions reasonably designed to mitigate such risks, it is possible that in the future our managed vessels may call on ports located in countries or territories that are the subject of country-wide or territory-wide sanctions or embargoes imposed by the U.S. government or other applicable governmental authorities (“Sanctioned Jurisdictions”) on charterers’ instructions and/or without our consent. If such activities result in a violation of sanctions, we could be subject to monetary fines, penalties, or other sanctions, and our reputation and the market for our common shares could be adversely affected. We currently have written policies in place to avoid and/or minimize the possibility of such situations, and we also seek “sanctions clauses” when negotiating contracts with counterparties.

The applicable sanctions and embargo laws and regulations vary in their application and by jurisdiction and do not all apply to the same covered persons or proscribe the same activities. Some sanctions regimes with which we are required to comply provide that entities owned or controlled by the persons or entities designated in such lists are also subject to sanctions. In addition, the evolving nature of sanctions laws and regulations require us to be diligent in maintaining compliance. The sanctions of each jurisdiction may be amended to increase or reduce the restrictions imposed over time, and the lists of persons and entities designated under these sanctions are amended frequently. Additional countries or territories, as well as additional persons or entities located, organized, or resident in those countries or territories, may in the future become the target of sanctions if such additional countries or territories become Sanctioned Jurisdictions. Changes to such laws or regulations, including the imposition of sanctions on new persons or entities could mean the loss of significant customers, restrictions on our ability to provide bunker procurement services to certain customers or in specific jurisdictions, or delays in processing and releasing payments through our banks during the resolution of any legal and regulatory compliance queries, any of which could have an adverse effect on our business, financial condition, results of operations and/or cash flows.

Our current or future counterparties may become, or may be owned, controlled, or affiliated with persons or entities that are or may be in the future become the subject of sanctions imposed by the U.S., the U.K., E.U. or other governmental authorities to which we are subject. If we determine that such sanctions require us to terminate existing or future contracts to which we, or the Pools, are party or if we are found to be in violation of such applicable sanctions, our results of operations may be adversely affected, and/or we may suffer reputational harm. In addition, ports that we call on may have their country or other jurisdiction become subject to sanctions, which could prevent us from continuing to call on those ports.

As a result of Russia’s actions in Ukraine, the U.S., the U.K., and the EU, together with numerous other countries, have imposed significant sanctions on persons and entities associated with Russia and Belarus, as well as comprehensive sanctions on the Crimea, Donetsk, and Luhansk regions of Ukraine. Such sanctions also apply to entities owned or controlled by such designated persons or entities and to any persons or entities located, organized, or resident in any comprehensively sanctioned jurisdiction. These sanctions adversely affect our ability to operate in the region and also restrict parties whose cargo we may carry.

As of December 31, 2024, four of our currently managed vessels continued to call, based on the previous three months of voyages, at Russian ports to the extent permitted by sanctions. In respect of the vessels that previously called at Russia ports, the respective charterers of such vessels changed the trade routes that such vessels were employed on so that such vessels now call on other ports outside of Russia. All of these vessels remain fully employed under their respective time charter agreements and no charterer has requested the early redelivery of any of these vessels.

Although we believe that we are and have been in compliance with all applicable sanctions laws and regulations in 2024, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and the scope of such sanctions may change quickly and without notice. Any such violation could result in reputational damages, fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us.

Our business is affected by macroeconomic conditions, including rising inflation, interest rates, market volatility, economic uncertainty and supply chain constraints.

Various macroeconomic factors could adversely affect our business and the results of our operations and financial condition, including changes in inflation, interest rates and overall economic conditions and uncertainties such as those resulting from the current and future conditions in the global financial markets. For instance, inflation has negatively impacted us by increasing our labor costs, through higher wages and higher interest rates, and operating costs. Supply chain constraints have led to higher inflation, which if sustained could have a negative impact on our product development and operations. If inflation or other factors were to significantly increase, our business operations may be negatively affected.

We are exposed to significant changes in interest rates. Any changes in interest rates will directly affect the cost of our financings, which are not on fixed interest rates, as well as our returns on investments. Interest rates, the liquidity of the credit markets and the volatility of the capital markets could also affect the operation of our business and our ability to raise capital on favorable terms, or at all, in order to fund our operations or growth.

Inflation, including rising prices for items such as fuel, parts and components, freight, packaging, supplies, labor and energy, increases our operating costs. We do not currently use financial derivatives to hedge against volatility in commodity prices. We use market prices for materials, fuel, parts and components, and we may be unable to pass these rising costs onto our customers. To mitigate this exposure, we attempt to include cost escalation clauses in our longer-term marine transportation contracts, whereby we can largely pass certain costs, including fuel, through to our customers. Our results of operations and margin performance can be negatively affected if we are unable to mitigate the impact of these cost increases through contractual means or increase prices to sufficiently offset the effect of these cost increases.

Any failure to comply with the U.S. Foreign Corrupt Practices Act could result in fines, criminal penalties, contract terminations and an adverse effect on our business, results of operations and financial condition.

We expect our managed vessels to operate in a number of countries, such as China, Brazil, Singapore and in some developing economies, including countries known to have a reputation for corruption, which can involve

inherent risks associated with fraud, bribery and corruption and where strict compliance with anti-corruption laws may conflict with local customs and practices. As a result, we may be subject to risks under the U.S. Foreign Corrupt Practices Act, as amended, or the FCPA, the U.K. Bribery Act 2010, the Bermuda Bribery Act 2016 and similar laws in other jurisdictions that generally prohibit companies and their intermediaries from making, offering or authorizing improper payments to government officials for the purpose of obtaining or retaining business.

We are committed to doing business in accordance with applicable anti-corruption laws and have policies and procedures, including a code of business conduct and ethics, which are designed to promote legal and regulatory compliance with such laws and regulations. We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of anti-corruption laws, including the FCPA. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties and curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations or financial condition. Our customers in relevant jurisdictions could seek to impose penalties or take other actions adverse to our interests. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our contracted senior management.

Natural or man-made disasters and other similar events may significantly disrupt our business and could have an adverse effect on our business, results of operations and financial condition.

Natural or man-made disasters, including earthquakes, power outages, fires, floods, nuclear disasters, terrorist attacks or other criminal activities or acts of crew malfeasance, may render it difficult or impossible for us to operate our business for some period of time. Any disruptions in our operations related to the repair or replacement of our managed vessels or disruption of or reduced demand for shipping could have a material adverse impact on our business, results of operations and financial condition. In addition, we may not carry business insurance sufficient to compensate for losses that may occur.

Acts of piracy on ocean-going vessels may have an adverse effect on our business, results of operations and financial condition.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, Strait of Malacca, Arabian Sea, Red Sea, the Indian Ocean, the Gulf of Aden off the coast of Somalia, Sulu Sea, Celebes Sea and in the Gulf of Guinea. Although the frequency of sea piracy worldwide has generally decreased since 2013, sea piracy incidents continue to occur, particularly in the South China Sea, the Indian Ocean, in the Gulf of Guinea and the Strait of Malacca and with dry bulk vessels particularly vulnerable to these attacks. Acts of piracy could result in harm or danger to the crews that man our managed vessels. If these piracy attacks result in regions in which our managed vessels are deployed being characterized as “war risk” zones by insurers or Joint War Committee “war and strikes” listed areas, premiums payable for insurance coverage could increase significantly and that coverage may become more difficult to obtain. In addition, crew costs, including due to employing on-board security guards, could increase in such circumstances. Furthermore, while we believe the charterer remains liable for charter payments when a vessel is seized by pirates, the charterer may dispute this and withhold charter hire until the vessel is released. A charterer may also claim that a vessel seized by pirates was not “on-hire” for a certain number of days and is therefore entitled to cancel the charter party, a claim that we would dispute. Although we plan to obtain insurance to cover risks associated with piracy acts, we may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, any detention or hijacking as a result of an act of piracy against our managed vessels, or an increase in cost, or unavailability, of insurance for our managed vessels, could have a material adverse effect on our business, results of operations and financial condition.

The smuggling of drugs or other contraband onto our managed vessels may lead to governmental claims against us.

We expect that our managed vessels will call on ports where smugglers may attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. To the extent our managed vessels are found with drugs, contraband or stowaways, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims which could have an adverse effect on our business, results of operations, reputation and financial condition. Under some jurisdictions, vessels used for the conveyance of illegal drugs could result in forfeiture of the subject vessel to the government of such jurisdiction.

Maritime claimants could arrest or attach one or more of our managed vessels, which could interrupt our cash flows.

Crew members, suppliers of goods and services to a vessel, shippers of cargo, lenders, and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lien holder may enforce its lien by “arresting” or “attaching” a vessel through judicial or foreclosure proceedings.

This could require the payment of a large sum of money to have the arrest or attachment lifted and may prevent the operation of the vessel until that payment is made. Accordingly, the arrest or attachment of one or more of our managed vessels could interrupt the cash flows of the charterer and/or our cash flow and have an adverse effect on our business, results of operations and financial condition. In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel that is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. Claimants could attempt to assert “sister ship” liability against one vessel in our pool for claims relating to another vessel with the same owner.

Governments could requisition our managed vessels during a period of war or emergency, which could negatively impact our business, results of operations and financial condition.

A government could requisition one or more of our managed vessels for title or for hire, and any such requisition could interrupt our cash flow and operations. Requisition for title occurs when a government takes control of a vessel and becomes its owner, while requisition for hire occurs when a government takes control of a vessel and effectively becomes its charterer at dictated charter rates. Generally, requisitions occur during periods of war or emergency, although governments may elect to requisition vessels in other circumstances. Government requisition of one or more of our managed vessels may negatively impact our business, results of operations and financial condition, and reduce the amount of cash we may have available for distribution as dividends to our shareholders, if any such dividends are declared.

Risks involved with operating ocean-going vessels could result in the loss of life or harm to our seafarers, environmental accidents or affect our business and reputation, which could have a material adverse effect on our results of operations and financial condition.

The operation of an ocean-going vessel carries inherent risks. These risks include the possibility of:

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loss of life or harm to seafarers;

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a marine accident or disaster;

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environmental accidents and pollution;

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cargo and property losses or damage; and

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business interruptions caused by mechanical failure, human error, war, terrorism, piracy, political action in various countries, labor strikes, or adverse weather conditions.

Any of these circumstances or events could increase our costs or lower our revenues. The involvement of our vessels in an accident or oil spill or other environmental disaster may harm our reputation as a safe and reliable pool manager.

Risks Related to Our Status as a Public Company

There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq or any other national securities exchange.

In connection with the closing of the Business Combination (as defined below), we listed our common shares on Nasdaq under the symbol “HMR”. If, at any time in the future, Nasdaq delists our common shares from trading on its exchange for failure to meet the listing standards and we are not able to list our common shares on another national securities exchange, we expect our common shares could be quoted on an over-the-counter market. If this were to occur, the Company and its shareholders could face significant material adverse consequences including:

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a limited availability of market quotations for the Company’s shares;

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reduced liquidity for the Company’s shares;

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a determination that the Company’s shares are “penny stock,” which would require brokers trading the Company’s shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for the Company’s shares

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a limited amount of news and analyst coverage for the Company; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

We are an emerging growth company and will therefore be subject to reduced reporting requirements that may make its shares less attractive to investors.

We are an emerging growth company, as defined in the Jumpstart our Business Startups Act (the “JOBS Act”). For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including exemption from compliance with the auditor attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, an emerging growth company’s auditor is exempt from the requirement to communicate critical audit matters in the auditor’s report. Use of these exemptions may prevent our investors from having access to certain information they deem important. We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (x) during which the fifth anniversary of the closing of the Business Combination occurs, (y) in which we have total annual gross revenue of at least $1.235 billion or (z) in which we are deemed to be a large accelerated filer (which means the market value of our shares held by non-affiliates exceeds $700.0 million as of the last business day of the second fiscal quarter of that fiscal year), and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We may elect to avail ourselves of this exemption from new or revised accounting standards in the future and, therefore, we would not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

We cannot predict if investors will find our common shares less attractive because we may rely on these exemptions. If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and its market price may be more volatile.

We are a “controlled company” within the meaning of the Nasdaq rules, which will exempt us from certain corporate governance requirements.

Rhea Marine Ltd. (“Rhea”) and Maistros Shipinvest Corp. (“Maistros” and, together with Rhea, our “Reference Shareholders”) control of a majority of the voting power of our outstanding common shares.

As a result, we are a “controlled company” within the meaning of the corporate governance standards of Nasdaq, which means that more than 50% of the voting power for the election of directors is held by an individual, group or another company. Under these rules, we may elect not to comply with certain corporate governance requirements, including:

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the requirement that a majority of our board of directors (the “Board”) consist of “independent directors” as defined under the rules of Nasdaq;

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the requirement that the Board form a compensation committee composed of at least two independent directors with a written charter addressing the committee’s responsibilities; and

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the requirement that nominees of the Board be selected by either (a) independent directors constituting a majority of the Board’s independent directors or (b) a nominations committee comprised solely of independent directors.

We currently comply with these corporate governance requirements as a domestic company would, but we may utilize some or all of these exemptions in the future. As a result, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

We are a “foreign private issuer” under U.S. securities laws, which exempts us from certain reporting and other obligations and could make our common shares less attractive to some investors.

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We do not have to provide certain information as often or as quickly as domestic filers, including quarterly reports on Form 10-Q or current reports on Form 8-K.

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Our directors, officers and affiliates (“insiders”) are not subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requiring disclosure of stock purchases and sales, which means investors have less information in this regard than they do about domestic public companies.

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Our insiders also aren’t subject to “short swing” profit liability in Section 16 of the Exchange Act.

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We are not subject to the selective disclosure rules relating to material nonpublic information under Regulation FD.

We are permitted to follow certain “home country” governance practices in the Marshall Islands rather than the corporate governance requirements of the Nasdaq.

As a foreign private issuer, we have the option to follow certain home country corporate governance practices rather than those of the Nasdaq, provided that we disclose the requirements we are not following and describe the home country practices we do follow. We rely on this “foreign private issuer exemption” with respect to Nasdaq rules requiring the Board to meet in executive sessions. We may in the future elect to follow home country practices with regard to other matters. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

A company’s foreign private issuer status is determined annually on the last business day of its most recent second fiscal quarter, and, accordingly, we will make the next determination with respect to our company on June 30, 2025. In the future, we would lose our foreign private issuer status if (a) more than 50% of our outstanding voting securities are owned by U.S. residents and (b) one of the following three things are true: (1) a majority of our directors or executive officers are U.S. citizens or residents, (2) we administer our business principally from the United States or (3) a majority of our assets are located in the United States. If we lose our foreign private issuer status, we would be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We would also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders would become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we would incur significant additional legal, accounting and other expenses that it does not incur as a foreign private issuer.

Our failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act could have a material adverse effect on our business.

We are required to provide management’s attestation on internal controls. The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those previously required of us as a privately held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that are now applicable. If we are not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, we may not be able to assess whether our internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of our securities.

Risks Related to Our Common Shares

Our Reference Shareholders have substantial control over the Company pursuant to the terms of our organizational documents and a shareholders’ agreement between the Company and the Reference Shareholders, and their interests may conflict with those of other shareholders.

Our Reference Shareholders hold approximately 91.9% of our common shares. In addition, on February 19, 2025, we, Rhea and Maistros became parties to a shareholders’ agreement (the “Shareholders Agreement”) and a registration rights agreement (the “Registration Rights Agreement”). In addition, our amended and restated Articles of Incorporation (“Articles”) and amended and restated Bylaws (“Bylaws”) provide the Reference Shareholders with certain rights and powers.

For example, pursuant to the Shareholders Agreement, the Reference Shareholders have the power to determine, among other things our policies and the persons who are nominated to the board of directors at any annual meeting, so long as either Reference Shareholder beneficially owns at least 15% of our outstanding shares. Further, the Reference Shareholders also have control over actions requiring shareholder approval.

In addition, pursuant to our Articles during the term set forth in the Shareholders Agreement with respect to each of the Reference Shareholders, certain corporate actions require the prior approval of the Reference Shareholders. The Shareholders Agreement and Registration Rights Agreement also dictate the conditions under which the parties’ shares may be registered by the Company, or sold or transferred by the Reference Shareholders, including certain tagalong and piggyback rights.

The Shareholders Agreement remains in effect until terminated (i) by the mutual written agreement of the Company and the Reference Shareholders, and (ii) with respect to a particular Reference Shareholder when it, together with its affiliates, no longer beneficially owns any voting stock of the Company.

The rights of the Reference Shareholders under the Shareholders Agreement, the Registration Rights Agreement and our Organizational Documents will therefore allow the Reference Shareholders to pursue their preferred course of action in managing the Company’s business, even if our other investors disagree with these decisions. Further, the Reference Shareholders may have interests that are in conflict with or adverse to your own. For more information regarding the Shareholders Agreement and our Articles, see the section entitled “Description of Capital Stock.”

Future sales of our common shares, including resales by our Reference Shareholders and other significant shareholders, may cause the market price of our common shares to drop significantly, even if our business is doing well.

Our Reference Shareholders are subject to lock-up agreements with us, pursuant to which the Reference Shareholders are restricted from transferring their shares for four months after the closing of the Business Combination and have limits on the number of shares they may sell during the fifth and sixth month after the closing of the Business Combination, subject to certain customary exceptions.

The sale by these holders of substantial quantities of our common shares, or the market’s perception that such a sale is pending, could cause a significant decrease in the price of our common shares. This could occur as the expiration of the lock-up or leak-out periods approach, upon an announcement of the waiver of the lock-up/leak-out restrictions applicable to some or all of the shares or for other reasons. Any of these could have the effect of increasing the volatility in, or putting significant downward pressure on, the price of our common shares. See “Shares Eligible for Future Sale.”

In addition, we could seek to issue new shares for sale or as consideration for an acquisition, which could also cause the market price of our common shares to decline or impair our ability to raise capital through a future sale of, or pay for acquisitions using, our equity securities.

The future exercise of registration rights may adversely affect the market price of our securities.

On February 19, 2025, we entered into a Registration Rights Agreement with the Reference Shareholders. Pursuant to the Registration Rights Agreement, each of the Reference Shareholders has the right to cause us to file a Registration Statement with the SEC for the resale by the Reference Shareholders of their shares beginning upon the expiration of the lock-up period in the Lock-Up/Leak Out Agreements. Once we become eligible to file a registration statement on Form F-3, each of the Reference Shareholders will have the right to cause us to file a “shelf” registration statement for the resale of their shares on a delayed or continuous basis. The Reference Shareholders will also be entitled to demand that we engage in an underwritten offering or shelf takedown of their shares and will also have certain “piggy-back” registration rights with respect to registration statements that we file for other offerings . The presence of these additional shares trading in the public market or the expectation that the Reference Shareholders plan to sell some or all of their shares may have an adverse effect on the market price of our securities.

The market price of our common shares may be volatile, and you may lose all or part of your investment.

The market price of our common shares may be volatile, because of actual and perceived changes specific events regarding our business, financial performance and prospects, general economic events and conditions, and general volatility in the stock market. The factors that could cause fluctuations in our share price may include, among other factors (including those discussed in this “Risk Factors” section) the following:

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actual or anticipated fluctuations in our results of operations;

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variance in our financial performance from the expectations of market analysts or others;

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announcements by us or our competitors of significant business developments, changes in significant customers, acquisitions or expansion plans;

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our involvement in litigation;

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our sale of our common shares or other securities in the future;

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market conditions in our industry;

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changes in key personnel;

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the trading volume of our common shares;

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the sale of a substantial number of our common shares by us or our shareholders, or the perception that such a sale may occur;

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changes in the estimation of the future size and growth rate of our markets; and

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general economic and market conditions.

In addition, the stock markets have experienced extreme price and volume fluctuations. Broad market and industry factors may materially harm the market price of our common shares, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against that company. If we were involved in any similar litigation, we could incur substantial costs and our management’s attention and resources could be diverted.

Volatility in our share price could subject us to securities class action litigation.

The market price of our common shares may be volatile and, in the past, companies that have experienced volatility in the market price of their shares have been subject to securities class action litigation. We may be the target of this type of litigation and investigations. Securities litigation against us could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm our business.

An active trading market for our common shares may not be sustained to provide adequate liquidity.

An active trading market may not be sustained for our common shares. The lack of an active market may impair your ability to sell your common shares at the time you wish to sell them or at a price that you consider reasonable. An inactive market may also impair our ability to raise capital by selling our common shares and may impair our ability to acquire other companies by using our common shares as consideration.

We are a holding company and depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial and other obligations.

We are a holding company that has no significant assets other than the cash and equity of our subsidiaries. Our ability to pay dividends and fulfill respective financial obligations depends on the performance of our subsidiaries and their ability to distribute funds to us. The ability of our subsidiaries to make these distributions may become subject to restrictions contained in those subsidiaries’ financing agreements and could be affected by a claim or other action by a third party, including a creditor, or by Marshall Islands law which regulates the payment of dividends by companies. If we are unable to obtain sufficient funds from our subsidiaries to satisfy future liquidity requirements and/or to finance future operations or if for other reasons our subsidiaries are unable to upstream funds to us, we may not be able to pay dividends.

Our ability to pay dividends is subject to limitations and risks that could cause those dividends to be lower than expected or to not be paid at all.

Heidmar Maritime Holdings Corp. has never declared or paid any dividends on its common shares.

Any payment of any dividends by us will be subject to certain limitations and qualifications including that:

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we intend to pay any dividends from our operating surplus, less amounts we retain to fund our expansion, for debt repayment and for other corporate purposes, as determined by our management and board of directors;

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our declaration and payment of dividends will be subject at all times to the discretion of our board of directors;

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the timing and amount of dividends will depend on our earnings, financial condition, cash requirements and availability, fleet renewal and expansion, restrictions in its loan agreements, the provisions of Marshall Islands law affecting the payment of dividends and other factors; and

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the requirements of Marshall Islands law, which generally prohibits the payment of dividends other than from surplus, while a company is insolvent, or if it would be rendered insolvent upon the payment of such dividends, or if there is no surplus, dividends may be declared or paid out of net income for the fiscal year in which the dividend is declared, and for the preceding fiscal year.

In addition, our ability to pay any dividends is subject to and can be diminished by the risks set forth in this “Risk Factors” section, any of which could result in us being unable to pay our expected dividends or any dividends at all. If we fail to pay dividends at the expected rate, the value of our common shares will decrease, and you could lose some or all of your investment.

Investors may suffer adverse tax consequences in connection with the acquisition, ownership and disposal of our common shares.

The tax consequences in connection with the acquisition, ownership and disposal of our common shares may differ from the tax consequences in connection with the acquisition, ownership and disposal of securities in another entity and may also differ depending on such an investor’s respective circumstances including, without limitation, where such an investor is a tax resident. Any such tax consequences could be materially adverse to such an investor and therefore, such an investor should seek its own tax advice in respect of the tax consequences in connection with the acquisition, ownership and disposal of our common shares.

The number of our issued shares may fluctuate substantially, which could lead to adverse tax consequences for the holders thereof.

It may be that the number of our issued and outstanding shares fluctuate substantially. This may have an impact on interests and certain thresholds that are relevant for investors’ tax purposes and positions, depending on their respective circumstances. The potential tax consequences in this regard could potentially be material, and

therefore, investors should seek their own tax advice with respect to the tax consequences in connection with the acquisition, ownership and disposal of our common shares.

If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our common shares, the market price and trading volume of our common shares could decline.

The trading market for our common shares is influenced by the research and reports that industry or securities analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no or few securities or industry analysts commence coverage of us, the trading price for our common shares would be negatively impacted. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us issue an adverse or misleading opinion regarding our company, our business model, our intellectual property or our stock performance, or if our results of operations fail to meet the expectations of analysts, our share price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.

Investor confidence and the market price of our common shares may be adversely impacted if our management is unable to establish and maintain an effective system of internal control over financial reporting.

SEC rules require a public company, to include a report from management of its internal control structure and procedures for financial reporting in that company’s annual report on Form 10-K or Form 20-F that contains an assessment by management of the effectiveness of its internal controls over financial reporting. This requirement will first apply to our annual report on Form 20-F for the fiscal year ending on December 31, 2025. In addition, independent registered public accountants of a public company must report on the effectiveness of that company’s internal controls over financial reporting after that company loses emerging growth company status and has met accelerated filer status. Our management may not conclude that its internal controls over financial reporting are effective. Moreover, even if our management does conclude that its internal controls over financial reporting are effective, if its independent registered public accountants are not satisfied with its internal control structure and procedures, the level at which its internal controls are documented, designed, operated or reviewed, or if the independent registered public accountants interpret the requirements, rules or regulations differently from our management, they may not concur with its management’s assessment or may not issue a report that is unqualified. Any of these outcomes could result in an adverse reaction in the financial markets due to a loss of investor confidence in the reliability of our financial statements, which could lead to a decline in the market price of our common shares. Further, the total cost of our initial compliance and the future ongoing costs of complying with U.S. public company requirements will be substantial.

Risks Related to U.S. Federal Income Taxation

The Internal Revenue Service (“IRS”) may not agree that we (i) should be treated as a non-U.S. corporation for U.S. federal income tax purposes and (ii) should not be treated as a “surrogate foreign corporation” for U.S. federal income tax purposes.

Under current U.S. federal income tax law, a corporation generally will be considered to be a U.S. corporation for U.S. federal income tax purposes only if it is created or organized in the United States or under the law of the United States or of any State or the District of Columbia. Accordingly, under generally applicable U.S. federal income tax rules, we would generally be classified as a non-U.S. corporation because we are not created or organized in the United States or under the law of the United States or of any State but are instead a Republic of the Marshall Islands incorporated entity and a tax resident of Greece. Section 7874 of the Code, and the Treasury regulations promulgated thereunder, however, contain specific rules that may cause a non-U.S. corporation to be treated as a U.S. corporation for U.S. federal income tax purposes. If it were determined that we should be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code and the Treasury regulations promulgated thereunder, we would be liable for U.S. federal income tax on our income just like any other U.S. corporation and certain distributions we make to Non-U.S. holders (as defined in “Certain Tax Considerations—U.S. Federal Income Tax Considerations”) of our shares would be subject to U.S. withholding tax. In addition, even if we are not treated as a U.S. corporation, we may be subject to unfavorable treatment as a “surrogate foreign corporation” in the event that ownership attributable to former MGO stockholders exceeds a threshold amount. If it were determined that we should be treated as a surrogate foreign corporation for U.S. federal income tax purposes under Section 7874 of the Code and the Treasury regulations promulgated thereunder,

dividends that we pay would not qualify for “qualified dividend income” treatment, and U.S. Affiliates of the Company, including MGO, could be subject to increased taxation under the inversion gain rules and Section 59A of the Code.

We believe we should not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code or as a surrogate foreign corporation. However, the interpretation of Treasury regulations relating to our required ownership is subject to uncertainty and there is limited guidance regarding their application. Accordingly, there can be no assurance that the IRS will not take a contrary position to those described above or that a court will not agree with a contrary position of the IRS in the event of litigation. You are urged to consult your tax advisor to determine the tax consequences if our classification as a non-U.S. corporation is not respected or if we are treated as a surrogate foreign corporation.

If we are a passive foreign investment company for United States federal income tax purposes for any taxable year, U.S. holders of our shares could be subject to adverse United States federal income tax consequences.

If we are or become a “passive foreign investment company,” or a PFIC, within the meaning of Section 1297 of the Code for any taxable year during which a U.S. holder holds our shares, certain adverse U.S. federal income tax consequences may apply to such U.S. holder. A non-U.S. corporation, such as us, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year in which, after applying certain look-through rules, either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. We do not believe that we will be treated as a PFIC for our current taxable year and do not expect to become one in the near future. However, PFIC status depends on the composition of a company’s income and assets and the fair market value of its assets from time to time, as well as on the application of complex statutory and regulatory rules that are subject to potentially varying or changing interpretations.

If we determine that we are a PFIC for any taxable year, we will endeavor to provide, and will endeavor to cause our non-U.S. subsidiaries that are PFICs to provide, U.S. holders with tax information necessary to enable a U.S. holder to make a qualified electing fund (QEF) election with respect to us and our non-U.S. subsidiaries.

If we are treated as a PFIC, a U.S. holder of our shares may be subject to adverse U.S. federal income tax consequences, such as taxation at the highest marginal ordinary income tax rates on capital gains and on certain actual or deemed distributions, interest charges on certain taxes treated as deferred, and additional reporting requirements. U.S. holders of our shares should consult with their tax advisors regarding the potential application of these rules.

Our status as a controlled foreign corporation for U.S. federal income tax purposes could result in adverse U.S. federal income tax consequences to certain U.S. shareholders.

If a U.S. person is treated as owning (directly, indirectly, or constructively) at least 10 percent of the value or voting power of our common shares, that person may be treated as a “U.S. shareholder” with respect to each of us and any of our direct and indirect foreign affiliates that is a “controlled foreign corporation” (“CFC”) for U.S. federal income tax purposes. In addition, as we have U.S. subsidiaries (e.g., MGO), certain of our non-U.S. subsidiaries could be treated as CFCs. A U.S. shareholder of a CFC may be required to report annually and include in its U.S. taxable income its pro rata share of “subpart F income,” “global intangible low-taxed income,” and investments in U.S. property by CFCs, regardless of whether the CFC makes any distributions. Individual U.S. shareholders of a CFC are generally not allowed certain tax deductions or foreign tax credits that are allowed to corporate U.S. shareholders. Failure to comply with applicable reporting obligations may subject a U.S. shareholder to significant monetary penalties and may prevent the statute of limitations with respect to such shareholder’s U.S. federal income tax return for the year for which reporting was due from starting. We cannot provide any assurance that we will assist investors in determining whether we or any of our non-U.S. subsidiaries is treated as a CFC or whether any investor is treated as a U.S. shareholder with respect to any such CFC or furnish to any U.S. shareholders information that may be necessary to comply with the aforementioned reporting and tax paying obligations. Each U.S. investor should consult its advisors regarding the potential application of these rules to an investment in our common shares.

We may be subject to United States federal income tax on United States source income, which may reduce our earnings.

Under the United States Internal Revenue Code of 1986, as amended (the “Code”), 50% of the gross shipping income of a vessel owning or chartering corporation, such as ourselves and certain of our subsidiaries, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States may be subject to a 4% United States federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under Section 883 of the Code and the regulations promulgated thereunder.

It is expected that we qualified for this statutory tax exemption for the prior taxable period, and we will take this position for United States federal income tax return reporting purposes. However, there are factual circumstances beyond our control that could cause us to lose the benefit of this tax exemption in the current or future taxable years and thereby become subject to United States federal income tax on our United States source income. For example, if shareholders with a five percent or greater interest in our shares were, in the aggregate, to own 50% or more of our outstanding common shares on more than half the days during the taxable year, we may not be able to qualify for exemption under Section 883. Due to the factual nature of the issues involved, we can give no assurances on our tax-exempt status or that of any of our subsidiaries.

If we are not entitled to exemption under Section 883 for any taxable year, we could be subject for those years to an effective 2% United States federal income tax on the shipping income we derive during the year that is attributable to the transport or cargoes to or from the United States. The imposition of this taxation might have a negative effect on our business and would result in decreased earnings available for distribution to our shareholders. It is also possible that a change in U.S. federal income tax law could materially and adversely impact us. See “Tax Considerations – U.S. Federal Income Taxation of the Company” for a more comprehensive discussion of United States federal income tax considerations.

Risks Related to Our Incorporation in the Marshall Islands

We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law and, as a result, shareholders may have a more limited ability to protect their interests.

Our corporate affairs are governed by our Articles and Bylaws and by the Marshall Islands Business Corporations Act (the “BCA”). The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the law of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain U.S. jurisdictions. Shareholder rights may differ as well. While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, our public shareholders may have more difficulty in protecting their interests in the face of actions by management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction.

There is uncertainty as to whether the courts of the Marshall Islands would (a) recognize or enforce judgements of courts of the United States based on civil liability provisions of applicable United States securities laws or (b) impose liabilities in original actions brought in the Republic of the Marshall Islands, based on these laws. Furthermore, the level of legal protection in the United States may be lower than comparable jurisdictions and there may be fewer judicial cases in the Republic of the Marshall Islands interpreting the rights of creditors.

As a Marshall Islands corporation with principal executive offices in Greece, our operations may be subject to economic substance requirements.

In March 2019, the Council of the European Union, or the Council, published a list of non-cooperative jurisdictions for tax purposes, the 2019 Conclusions. In the 2019 Conclusions, the Republic of the Marshall Islands, among others, was placed by the E.U. on the list of non-cooperative jurisdictions for failing to implement certain commitments previously made to the E.U. by the agreed deadline. However, it was announced by the Council in October 2019 that the Marshall Islands had been removed from the list of non-cooperative jurisdictions. Bermuda and the British Virgin Islands were similarly added and subsequently removed from the list within 2019. In February 2023, the Marshall Islands was added again to the list of non-cooperative jurisdictions, along with the British Virgin Islands, among others. In October 2023, the Marshall Islands and the British Virgin Islands were again removed from the list of non-cooperative jurisdictions. E.U. member states have agreed upon a set of measures, which they

can choose to apply against the listed countries, including, inter alia, increased monitoring and audits, withholding taxes and non-deductibility of costs. The European Commission has stated it will continue to support member states’ efforts to develop a more coordinated approach to sanctions for the listed countries. E.U. legislation prohibits E.U. funds from being channeled or transited through entities in non-cooperative jurisdictions.

We are a Marshall Islands corporations with principal executive offices in Greece. The Marshall Islands have enacted economic substance regulations with which we are obligated to comply. We believe that we are compliant with Marshall Islands economic substance requirements. However, if there were a change in the requirements or interpretation thereof, or if there were an unexpected change to our operations, any such change could result in noncompliance with the economic substance legislation and related fines or other penalties, increased monitoring and audits, and dissolution of the non-compliant entity, which could have an adverse effect on our business, financial condition or operating results.

EU Finance ministers rate jurisdictions for tax rates and tax transparency, governance and real economic activity. Countries that are viewed by such finance ministers as not adequately cooperating, including by not implementing sufficient standards in respect of the foregoing, may be put on a “grey list” or a “blacklist”.

If any jurisdiction in which we operate or are incorporated in is added to the list of non-cooperative jurisdictions in the future and sanctions or other financial, tax or regulatory measures were applied by European Member States to countries on the list or further economic substance requirements were imposed by the Marshall Islands, our business could be harmed.

EU member states have agreed upon a set of measures, which they can choose to apply against grey- or blacklisted countries, including increased monitoring and audits, withholding taxes, special documentation requirements and anti-abuse provisions. The European Commission has stated it will continue to support member states' efforts to develop a more coordinated approach to sanctions for the listed countries. EU legislation prohibits EU funds from being channeled or transited through entities in countries on the blacklist. Other jurisdictions in which we operate could be put on the blacklist in the future.

Our articles of incorporation include forum selection provisions for certain disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our articles of incorporation provide that, unless we consent in writing to the selection of an alternative forum, (A) to the fullest extent permitted by law, the High Court of the Republic of Marshall Islands shall be the sole and exclusive forum for any internal corporate claim, intra-corporate claim, or claim governed by the internal affairs doctrine, including (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or shareholder of the Company to the Company or our shareholders, and (iii) any action asserting a claim arising pursuant to any provision of the BCA or the Company’s Articles or Bylaws, and (B) the United States District Court for the Southern District of New York (or, if such court does not have jurisdiction over such claim, any other federal district court of the United States) shall be the sole and exclusive forum for all claims arising under the Securities Act or the Exchange Act, as applicable, and any rule or regulation promulgated thereunder, to the extent such claims would be subject to federal or state jurisdiction pursuant to the Securities Act or Exchange Act, as applicable, and after giving effect to clause (A) above. Therefore, to the fullest extent permitted by law, the Company has selected the High Court of the Republic of the Marshall Islands as the exclusive forum for any derivative action alleging a violation of the Securities Act or Exchange Act. Although the Company’s forum selection provisions shall not relieve it of its statutory duties to comply with the federal securities laws and the rules and regulations thereunder, and the Company’s shareholders are not deemed to have waived compliance with such laws, rules, and regulations, as applicable, the Company’s forum selection provisions may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or its directors, officers, or other employees, and may increase the costs associated with such lawsuits, which may discourage lawsuits with respect to such claims.

It may not be possible for investors to serve process on or enforce U.S. judgments against us.

We are incorporated in a jurisdiction outside the United States and substantially all of our assets are located outside the United States. In addition, a majority of our directors and officers are non-residents of the United States, and all or a substantial portion of the assets of these non-residents are located outside the United States.

As a result, it may be difficult or impossible for U.S. investors to serve process within the United States upon us or our directors and officers, or to enforce a judgment for civil liabilities in U.S. courts. In addition, you should not assume that courts in the country in which we or our subsidiaries are incorporated or where our assets or the assets of our subsidiaries are located (1) would enforce judgments of U.S. courts obtained in actions against us based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us based on those laws.

Risks Related to the Purchase Agreement and the Selling Shareholder

It is not possible to predict the actual number of shares we will sell under the Purchase Agreement to the Selling Shareholder, or the actual gross proceeds resulting from those sales.

On June 6, 2025, we entered into the Purchase Agreement with BRPC II, pursuant to which BRPC II has committed to purchase up to $20,000,000 of our common shares, subject to certain limitations and conditions set forth in the Purchase Agreement. We may issue common shares and sell them to BPRC II under the Purchase Agreement at our discretion from time to time over the 36-month period beginning on the Commencement Date. We generally have the right to control the timing and amount of any sales of our common shares to BRPC II under the Purchase Agreement. Sales of our common shares, if any, to BRPC II under the Purchase Agreement will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to BRPC II all, some or none of the common shares that may be available for us to sell to BRPC II pursuant to the Purchase Agreement. Because the purchase price that BRPC II will pay for common shares under the Purchase Agreement will fluctuate based on the market price of our common shares at the time we elect to sell shares to BRPC II, it is not possible for us to predict, as of the date of this prospectus and prior to any such sales, the number of our common shares that we will sell to BRPC II under the Purchase Agreement, the purchase price per share that BRPC II will pay for shares purchased from us under the Purchase Agreement, or the aggregate gross proceeds that we will receive from those purchases by BRPC II under the Purchase Agreement. Although the Purchase Agreement provides that we may sell up to an aggregate of $20,000,000 of our common shares to BRPC II, we are registering only 11,080,332 common shares for resale under the registration statement that includes this prospectus. If it becomes necessary for us to issue and sell to BRPC II more than this number of common shares in order to receive aggregate gross proceeds equal to $20,000,000 under the Purchase Agreement, we must first file with the SEC one or more additional registration statements to register under the Securities Act the resale by BRPC II of those additional common shares, and the SEC must declare them effective, in each case before we may elect to sell any additional common shares to BRPC II under the Purchase Agreement. Any issuance and sale by us under the Purchase Agreement of a substantial amount of common shares in addition to the 11,080,332 common shares being registered for resale under this prospectus could cause additional substantial dilution to our shareholders. The number of common shares ultimately offered for resale by BRPC II is dependent upon the number of common shares, if any, we ultimately elect to sell to BRPC II under the Purchase Agreement.

Investors who buy shares at different times will likely pay different prices.

Pursuant to the Purchase Agreement, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to BRPC II. If and when we do elect to sell common shares to BRPC II pursuant to the Purchase Agreement, BRPC II may resell all, some or none of those shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from BRPC II in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from BRPC II in this offering as a result of future sales made by us to BRPC II at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantial number of shares to BRPC II under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with BRPC II may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.

FORWARD-LOOKING STATEMENTS

This prospectus and other documents incorporated by reference into this prospectus include or may include “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act regarding, among other things, our plans, strategies and prospects, both business and financial. These statements are based on the beliefs and assumptions of our management. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “predicts,” “projects,” “forecasts,” “may,” “might,” “will,” “could,” “should,” “would,” “seeks,” “plans,” “scheduled,” “possible,” “continue,” “potential,” “anticipates” or “intends” or similar expressions; provided, that the absence of these words does not mean that a statement is not forward-looking. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus, any prospectus supplement, and the documents incorporated by reference herein and therein might not occur, and our actual results could differ materially from those anticipated in these forward-looking statements.

We undertake no obligation to publicly update or revise any forward-looking statement contained in this prospectus, any prospectus supplement, and the documents incorporated by reference herein and therein, whether as a result of new information, future events or otherwise, except as required by law.

In addition to these important factors and matters discussed elsewhere herein, and in the documents incorporated by reference herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include:

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availability of financing and refinancing, our ability to obtain financing and comply with the restrictions and other covenants in our financing arrangements;

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availability of skilled crew members other employees and the related labor costs;

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work stoppages or other labor disruptions by our employees or the employees of other companies in related industries;

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the impact of the U.S. presidential and congressional election results effecting the economy, future laws and regulations and trade policy matters, such as the imposition of tariffs and other import restrictions;

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changes in our operating expenses;

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planned, pending or recent acquisitions, business strategy and expected capital spending or operating expenses, including drydocking, surveys and upgrades;

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compliance with governmental, tax, environmental and safety regulation, any non-compliance with U.S. regulations;

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the impact of increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and Governance policies;

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Foreign Corrupt Practices Act of 1977 or other applicable regulations relating to bribery;

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general economic conditions and conditions in the oil industry;

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the cyclical nature of the shipping industry;

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general market conditions, including fluctuations in charter hire rates and vessel values;

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changes in demand for tanker and dry bulk vessel capacity;

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changes in our operating expenses, including bunker prices, drydocking and insurance costs;

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the strength of world economies;

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fluctuations in currencies and interest rates;

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the volatility of the price of our common shares;

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the loss of a large customer or significant business relationship;

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new environmental regulations and restrictions, whether at a global level stipulated by the International Maritime Organization, and/or imposed by regional or national authorities such as the European Union or individual countries;

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vessel breakdowns and instances of off-hire;

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potential liability from pending or future litigation;

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the impact of an interruption in or failure of our information technology and communications systems, including the impact of cyber-attacks, upon our ability to operate;

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potential conflicts of interest involving members of the Holdings Board and senior management;

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the failure of counter parties to fully perform their contracts with us;

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changes in credit risk with respect to our counterparties on contracts;

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our dependence on key personnel and our ability to attract, retain and motivate key employees;

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our ability to obtain indemnities from customers;

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changes in laws, treaties or regulations;

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our incorporation under the laws of Marshall Islands and the different rights to relief that may be available compared to other countries, including the United States;

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general domestic and international political conditions of events, including “trade wars”;

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any further changes in U.S. trade policy that could trigger retaliatory actions by the affected countries;

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potential disruption of shipping routes due to accidents, environmental factors, political events, international hostilities including the ongoing developments in the Ukraine region, acts by terrorists or acts of piracy on ocean-going vessels;

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the impact of adverse weather and natural disasters;

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Heidmar’s profitability and growth depend on the demand for shipping vessels and global economic conditions, and the impact of consumer confidence and consumer spending on shipping volume and charter rates;

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if global economic conditions weaken, it could have a material adverse effect on Heidmar’s business, financial condition and results of operations;

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if we do not compete successfully with new entrants or established companies with greater resources, its shipping business growth and results of operations may be adversely affected;

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We operate carriers worldwide and, as a result, its business has inherent operational risks, which may reduce its revenue or increase its expenses, and we may not be adequately covered by insurance; and

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We are dependent upon on a limited number of significant pool partners for its managed vessels.

We caution readers of this prospectus not to place undue reliance on these forward-looking statements.

All forward-looking statements made in this prospectus are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this prospectus, and we expressly disclaim any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, changes in future operating results over time or otherwise.

THE COMMITTED EQUITY FINANCING

On June 6,2025, we entered into the Purchase Agreement and the Registration Rights Agreement with BRPC II. Upon the terms and subject to the satisfaction of the conditions contained in the Purchase Agreement, from and after the Commencement Date, we will have the right, in our sole discretion, to sell to BRPC II up to $20 million of our Common Shares, subject to certain limitations set forth in the Purchase Agreement, from time to time after the date of this prospectus and during the term of the Purchase Agreement. Sales of Common Shares by us to BRPC II under the Purchase Agreement, and the timing of any such sales, are solely at our option, and we are under no obligation to sell any securities to BRPC II under the Purchase Agreement. In accordance with our obligations under the Registration Rights Agreement, we have filed the registration statement that includes this prospectus with the SEC to register under the Securities Act the resale by BRPC II of up to 11,080,332 Common Shares that we may, in our sole discretion, elect to sell to BRPC II, from time to time from and after the Commencement Date (defined below) pursuant to the Purchase Agreement, following our execution of the Purchase Agreement, on June 6, 2025, as consideration for its commitment to purchase our Common Shares that we may, in our sole discretion, direct BRPC II to purchase from us pursuant to the Purchase Agreement, from time to time after the date of this prospectus and during the term of the Purchase Agreement.

We do not have the right to commence any sales of our Common Shares to BRPC II under the Purchase Agreement until the Commencement Date, which is the date on which all of the conditions to BRPC II’s purchase obligation set forth in the Purchase Agreement have initially been satisfied, none of which are in BRPC II’s control, including that the registration statement that includes this prospectus shall have been declared effective by the SEC and the final form of this prospectus shall have been filed with the SEC. From and after the Commencement Date, we have the right, but not the obligation, from time to time at our sole discretion over the 36-month period beginning on the Commencement Date, to direct BRPC II to purchase up to a specified maximum amount of Common Shares in one or more Purchases and Intraday Purchases as set forth in the Purchase Agreement, by timely delivering a written Purchase Notice for each Purchase, and timely delivering a written Intraday Purchase Notice for each Intraday Purchase, if any, to BRPC II in accordance with the Purchase Agreement on any trading day we select as the Purchase Date therefor, so long as (i) the closing sale price of our Common Shares on the trading day immediately prior to such Purchase Date is not less than the Threshold Price and (ii) all Common Shares subject to all prior Purchases and all prior Intraday Purchases effected by us under the Purchase Agreement (as applicable) have been received by BRPC II in the manner set forth in the Purchase Agreement, prior to the time we deliver such notice to BRPC II.

From and after Commencement, the Company will control the timing and amount of any sales of Common Shares to BRPC II. Actual sales of shares of our Common Shares to BRPC II under the Purchase Agreement will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of our Common Shares and determinations by us as to the appropriate sources of funding for our company and its operations.

We may not issue or sell any Common Shares to BRPC II under the Purchase Agreement that, when aggregated with all other Common Shares then beneficially owned by BRPC II and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 thereunder), would result in BRPC II beneficially owning Common Shares in excess of the 4.99% Beneficial Ownership Limitation, which is defined in the Purchase Agreement as 4.99% of our outstanding Common Shares.

Neither we nor BRPC II may assign or transfer our respective rights and obligations under the Purchase Agreement or the Registration Rights Agreement, and no provision of the Purchase Agreement or the Registration Rights Agreement may be modified or waived by us or BRPC II.

As consideration for BRPC II’s commitment to purchase Common Shares at our direction upon the terms and subject to the conditions set forth in the Purchase Agreement, following our execution of the Purchase Agreement, we paid BRPC II a $200,000 Cash Commitment Fee, representing 1.0% of BRPC II’s $20 million total aggregate purchase commitment under the Purchase Agreement. In addition, we have agreed to reimburse BRPC II for the reasonable legal fees and disbursements of BRPC II’s legal counsel in an amount not to exceed $240,000, which includes (i) $150,000 upon or prior to our execution of the Purchase Agreement and Registration Rights

Agreement and (ii) $7,500 per fiscal quarter, in each case in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement.

Purchases of Common Shares Under the Purchase Agreement

Purchases

From and after the Commencement Date, we will have the right, but not the obligation, from time to time at our sole discretion over the 36-month period beginning on the Commencement Date, to direct BRPC II to purchase a specified number of Common Shares, not to exceed the applicable Purchase Maximum Amount, in a Purchase under the Purchase Agreement, by timely delivering a written Purchase Notice to BRPC II, prior to 9:00 a.m., New York City time, on any trading day we select as the Purchase Date for such Purchase, so long as:

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the closing sale price of our Common Shares on the trading day immediately prior to such Purchase Date is not less than the Threshold Price; and

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all Common Shares subject to all prior Purchases and all prior Intraday Purchases effected by us under the Purchase Agreement have been received by BRPC II prior to the time we deliver such Purchase Notice to BRPC II.

The Purchase Maximum Amount applicable to such Purchase will be equal to the lesser of:

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1,000,000 Common Shares; and

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the Purchase Percentage (as specified in the applicable Purchase Notice for such Purchase) of the total aggregate number (or volume) of shares of our Common Shares traded on Nasdaq during the applicable Purchase Valuation Period for such Purchase.

The actual number of shares of Common Shares that BRPC II will be required to purchase in a Purchase, which we refer to as the Purchase Share Amount, will be equal to the number of shares that we specify in the applicable Purchase Notice, subject to adjustment to the extent necessary to give effect to the applicable Purchase Maximum Amount and other applicable limitations set forth in the Purchase Agreement, including the Beneficial Ownership Limitation.

The per share purchase price that BRPC II will be required to pay for the Purchase Share Amount in a Purchase effected by us pursuant to the Purchase Agreement, if any, will be equal to the VWAP of our Common Shares for the applicable Purchase Valuation Period on the Purchase Date for such Purchase, less a fixed 3.0% discount to the VWAP for such Purchase Valuation Period. The Purchase Valuation Period for a Purchase is defined in the Purchase Agreement as the period beginning at the official open (or “commencement”) of the regular trading session on Nasdaq on the applicable Purchase Date for such Purchase, and ending at the earliest to occur of:

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3:59 p.m., New York City time, on such Purchase Date or such earlier time publicly announced by the trading market as the official close of the regular trading session on such Purchase Date;

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such time that the total aggregate number (or volume) of Common Shares traded on Nasdaq during such Purchase Valuation Period reaches the applicable Purchase Share Volume Maximum for such Purchase, which will be determined by dividing (a) the applicable Purchase Share Amount for such Purchase, by (b) the Purchase Percentage we specified in the applicable Purchase Notice for such Purchase); and

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if we further specify in the applicable Purchase Notice for such Purchase that a Limit Order Discontinue Election shall apply to such Purchase, such time that the trading price of our Common Shares on Nasdaq during such Purchase Valuation Period (calculated in accordance with the Purchase Agreement) falls below the applicable Minimum Price Threshold.

Under the Purchase Agreement, for purposes of calculating the volume of Common Shares traded during a Purchase Valuation Period, including for purposes of determining whether the applicable Purchase Share Volume Maximum for a Purchase has been reached, for purposes of calculating the VWAP of our Common Shares for the applicable Purchase Valuation Period, and to the extent that we specify in the applicable Purchase Notice that the Limit Order Discontinue Election will apply, the following transactions, to the extent they occur during such Purchase Valuation Period, shall be excluded: (x) the opening or first purchase of Common Shares at or following the official open of the regular trading session on Nasdaq on the applicable Purchase Date for such Purchase, (y) the last or closing sale of Common Shares at or prior to the official close of the regular trading session on Nasdaq on the applicable Purchase Date for such Purchase, and (z) if we have specified in the applicable Purchase Notice for such Purchase that a Limit Order Continue Election shall apply to such Purchase (instead of specifying that a Limit Order Discontinue Election shall apply), all purchases and sales of Common Shares on Nasdaq during such Purchase Valuation Period at a price per share that is less than the applicable Minimum Price Threshold for such Purchase.

Intraday Purchases

In addition to the Purchases described above, from and after the Commencement Date, we will also have the right, but not the obligation, subject to the continued satisfaction of the conditions set forth in the Purchase Agreement, to direct BRPC II to make Intraday Purchases, not to exceed the applicable Intraday Purchase Maximum Amount, in an Intraday Purchase under the Purchase Agreement, by timely delivering a written Intraday VWAP Purchase Notice to BRPC II, after 10:00 a.m., New York City time (and after the Purchase Valuation Period for any earlier Purchase and the Intraday Purchase Valuation Period for the most recent prior Intraday Purchase effected on the same Purchase Date if applicable, have ended), and prior to 3:30 p.m., New York City time, on such Purchase Date, so long as:

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the closing sale price of our Common Shares on the trading day immediately prior to such Purchase Date is not less than the Threshold Price; and

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all Common Shares subject to all prior Purchases and all prior Intraday Purchases effected by us under the Purchase Agreement (as applicable) have been received by BRPC II in the manner set forth in the Purchase Agreement, prior to the time we deliver such Intraday Purchase Notice to BRPC II.

The Intraday Purchase Maximum Amount applicable to such Intraday Purchase will be equal to the lesser of:

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1,000,000 Common Shares; and

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the Purchase Percentage (as specified by us in the applicable Intraday Purchase Notice for such Intraday Purchase) of the total aggregate number (or volume) of shares of our Common Shares traded on Nasdaq during the applicable Intraday Purchase Valuation Period for such Intraday Purchase.

The actual number of Common Shares that BRPC II will be required to purchase in an Intraday Purchase, which we refer to as the Intraday Purchase Share Amount, will be equal to the number of shares that we specify in the applicable Intraday Purchase Notice, subject to adjustment to the extent necessary to give effect to the applicable Intraday Purchase Maximum Amount and other applicable limitations set forth in the Purchase Agreement, including the Beneficial Ownership Limitation.

The per share purchase price that BRPC II will be required to pay for the Intraday Purchase Share Amount in an Intraday Purchase effected by us pursuant to the Purchase Agreement, if any, will be calculated in the same manner as in the case of a Purchase (including the same fixed percentage discounts to the applicable VWAP used to calculate the per share purchase price for a Purchase as described above), provided that the VWAP used to determine the purchase price for the Intraday Purchase Share Amount to be purchased in an Intraday Purchase will be equal to the VWAP for the applicable Intraday Purchase Valuation Period on the Purchase Date for such Intraday Purchase. The Intraday Purchase Valuation Period for an Intraday Purchase is defined in the Purchase Agreement as the period during the regular trading session on Nasdaq on such Purchase Date, beginning at the latest to occur of:

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such time of confirmation of BRPC II’s receipt of the applicable Intraday Purchase Notice;

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such time that the Purchase Valuation Period for any prior regular Purchase effected on the same Purchase Date (if any) has ended; and

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such time that the Intraday Purchase Valuation Period for the most recent prior Intraday Purchase effected on the same Purchase Date (if any) has ended,

•

and ending at the earliest to occur of:

3:59 p.m., New York City time, on such Purchase Date or such earlier time publicly announced by the trading market as the official close of the regular trading session on such Purchase Date;

such time that the total aggregate number (or volume) of Common Shares traded on Nasdaq during such Intraday Purchase Valuation Period reaches the applicable Intraday Purchase Share Volume Maximum for such Intraday Purchase, which will be determined by dividing (a) the applicable Intraday Purchase Share Amount for such Intraday Purchase, by (b) the Purchase Percentage we specified in the applicable Intraday Purchase Notice for determining the applicable Intraday Purchase Share Amount for such Intraday Purchase); and

if we further specify Limit Order Discontinue Election in the applicable Intraday Purchase Notice for such Intraday Purchase, such time that the trading price of our Common Shares on Nasdaq during such Intraday Purchase Valuation Period (calculated in accordance with the Purchase Agreement) falls below the applicable Minimum Price Threshold.

As with regular Purchases, for purposes of calculating the volume of Common Shares traded during an Intraday Purchase Valuation Period, including for purposes of determining whether the applicable Intraday Purchase Share Volume Maximum for an Intraday Purchase has been reached, for purposes of calculating the VWAP of our Common Shares for the applicable Intraday Purchase Valuation Period, the following transactions, to the extent they occur during such Intraday Purchase Valuation Period, are excluded: (x) the opening or first purchase of Common Shares at or following the official open of the regular trading session on Nasdaq on the applicable Purchase Date for such Intraday Purchase, (y) the last or closing sale of Common Shares at or prior to the official close of the regular trading session on Nasdaq on the applicable Purchase Date for such Intraday Purchase, and (z) if we have specified in the applicable Intraday Purchase Notice for such Intraday Purchase that a Limit Order Continue Election shall apply to such Intraday Purchase (instead of specifying that a Limit Order Discontinue Election shall apply), all purchases and sales of Common Shares on Nasdaq during such Intraday Purchase Valuation Period at a price per share that is less than the applicable Minimum Price Threshold for such Intraday Purchase.

We may, in our sole discretion, timely deliver multiple Intraday Purchase Notices to BRPC II prior to 3:30 p.m., New York City time, on a single Purchase Date to effect multiple Intraday Purchases on such same Purchase Date, provided that the Purchase Valuation Period for any earlier regular Purchase effected on the same Purchase Date (as applicable) and the Intraday Purchase Valuation Period for the most recent prior Intraday Purchase effected on the same Purchase Date have ended prior to 3:30 p.m., New York City time, on such Purchase Date, and so long as all Common Shares subject to all prior Purchases and all prior Intraday Purchases effected by us under the Purchase Agreement, including those effected earlier on the same Purchase Date (as applicable), have been received by BRPC II prior to the time we deliver to BRPC II a new Intraday Purchase Notice to effect an additional Intraday Purchase on the same Purchase Date as an earlier regular Purchase (as applicable) and one or more earlier Intraday Purchases effected on such same Purchase Date.

The terms and limitations that will apply to each subsequent additional Intraday Purchase effected on the same Purchase Date will be the same as those applicable to any earlier regular Purchase (as applicable) and any earlier Intraday Purchase effected on the same Purchase Date as such subsequent additional Intraday Purchase, and the per share purchase price for the Common Shares that we elect to sell to BRPC II in each subsequent additional Intraday Purchase effected on the same Purchase Date as an earlier regular Purchase (as applicable) and/or earlier Intraday Purchase(s) effected on such Purchase Date will be calculated in the same manner as in the case of such earlier regular Purchase (as applicable) and such earlier Intraday Purchase(s) effected on the same Purchase Date as such subsequent additional Intraday Purchase, with the exception that the Intraday Purchase Valuation Period for each subsequent additional Intraday Purchase will begin and end at different times (and may vary in duration) during the regular trading session on such Purchase Date, in each case as determined in accordance with the Purchase Agreement.

In the case of Purchases and Intraday Purchases effected by us under the Purchase Agreement, if any, all share and dollar amounts used in determining the purchase price per share of Common Shares to be purchased by BRPC II in a Purchase or an Intraday Purchase (as applicable), or in determining the applicable maximum purchase

share amounts or applicable volume or price threshold amounts in connection with any such Purchase or Intraday Purchase (as applicable), in each case, will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during any period used to calculate such per share purchase price, maximum purchase share amounts or applicable volume or price threshold amounts.

At or prior to 5:30 p.m., New York City time, on the applicable Purchase Date for a Purchase and/or Intraday Purchase, BRPC II will provide us with a written confirmation for such Purchase and/or Intraday Purchase, as applicable, setting forth the applicable purchase price (both on a per share basis and the total aggregate purchase price) to be paid by BRPC II for the Common Shares purchased by BRPC II in such Purchase and/or Intraday Purchase, as applicable.

The payment for, against delivery of, Common Shares purchased by BRPC II in any Purchase or any Intraday Purchase under the Purchase Agreement will be fully settled within one trading day immediately following the applicable Purchase Date for such Purchase or such Intraday Purchase (as applicable), as set forth in the Purchase Agreement.

Conditions Precedent to Commencement and Each Purchase

BRPC II’s obligation to accept VWAP Purchase Notices and Intraday VWAP Purchase Notices that are timely delivered by us under the Purchase Agreement and to purchase shares of our Common Shares in Purchases and Intraday Purchases under the Purchase Agreement, are subject to (i) the initial satisfaction, at the Commencement, and (ii) the satisfaction, at the applicable “Purchase Condition Satisfaction Time” (as such term is defined in the Purchase Agreement) on the applicable Purchase Date for each Purchase and Intraday Purchase after the Commencement Date, of the conditions precedent thereto set forth in the Purchase Agreement, all of which are entirely outside of BRPC II’s control, which conditions including the following:

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the accuracy in all material respects of the representations and warranties of the Company included in the Purchase Agreement;

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the Company having performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Purchase Agreement to be performed, satisfied or complied with by the Company;

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the registration statement that includes this prospectus (and any one or more additional registration statements filed with the SEC that include Common Shares that may be issued and sold by the Company to BRPC II under the Purchase Agreement) having been declared effective under the Securities Act by the SEC, and BRPC II being able to utilize this prospectus (and the prospectus included in any one or more additional registration statements filed with the SEC under the Registration Rights Agreement) to resell all of the Common Shares included in this prospectus (and included in any such additional prospectuses);

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the SEC shall not have issued any stop order suspending the effectiveness of the registration statement that includes this prospectus (or any one or more additional registration statements filed with the SEC that include Common Shares that may be issued and sold by the Company to BRPC II under the Purchase Agreement) or prohibiting or suspending the use of this prospectus (or the prospectus included in any one or more additional registration statements filed with the SEC under the Registration Rights Agreement), and the absence of any suspension of qualification or exemption from qualification of the Common Shares for offering or sale in any jurisdiction;

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FINRA shall not have provided an objection to, and shall have confirmed in writing that it has determined not to raise any objections with respect to the fairness and reasonableness of, the terms and arrangements of the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement;

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there shall not have occurred any event and there shall not exist any condition or state of facts, which makes any statement of a material fact made in the registration statement that includes this prospectus (or in any one or more additional registration statements filed with the SEC that include Common Shares that may be issued and sold by the Company to BRPC II under the Purchase Agreement) untrue or which requires the making of any additions to or changes to the statements contained therein in order to state a material fact required by the Securities Act to be

stated therein or necessary in order to make the statements then made therein (in the case of this prospectus or the prospectus included in any one or more additional registration statements filed with the SEC under the Registration Rights Agreement, in the light of the circumstances under which they were made) not misleading;

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this prospectus, in final form, shall have been filed with the SEC under the Securities Act prior to Commencement, and all reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act shall have been filed with the SEC;

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trading in the Common Shares shall not have been suspended by the SEC or Nasdaq, the Company shall not have received any final and non-appealable notice that the listing or quotation of the Common Shares on Nasdaq, shall be terminated on a date certain (unless, prior to such date, the Common Shares are listed or quoted on any other Eligible Market, as such term is defined in the Purchase Agreement), and there shall be no suspension of, or restriction on, accepting additional deposits of the Common Shares, electronic trading or book-entry services by The Depository Trust Company with respect to the Common Shares;

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the Company shall have complied with all applicable federal, state and local governmental laws, rules, regulations and ordinances in connection with the execution, delivery and performance of the Purchase Agreement and the Registration Rights Agreement;

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the absence of any statute, regulation, order, decree, writ, ruling or injunction by any court or governmental authority of competent jurisdiction which prohibits the consummation of or that would materially modify or delay any of the transactions contemplated by the Purchase Agreement or the Registration Rights Agreement;

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the absence of any action, suit or proceeding before any arbitrator or any court or governmental authority seeking to restrain, prevent or change the transactions contemplated by the Purchase Agreement or the Registration Rights Agreement, or seeking material damages in connection with such transactions;

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all of the Common Shares that may be issued pursuant to the Purchase Agreement shall have been approved for listing or quotation on Nasdaq (or if the Common Shares is not then listed on Nasdaq, then on any Eligible Market), subject only to notice of issuance;

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no condition, occurrence, state of facts or event constituting a Material Adverse Effect (as such term is defined in the Purchase Agreement) shall have occurred and be continuing;

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the absence of any bankruptcy proceeding against the Company commenced by a third party, and the Company shall not have commenced a voluntary bankruptcy proceeding, consented to the entry of an order for relief against it in an involuntary bankruptcy case, consented to the appointment of a custodian of the Company or for all or substantially all of its property in any bankruptcy proceeding, or made a general assignment for the benefit of its creditors; and

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the receipt by BRPC II of the legal opinions and negative assurances, bring-down legal opinions and negative assurances, and audit comfort letters, in each case as required under the Purchase Agreement.

Termination of the Purchase Agreement

Unless earlier terminated as provided in the Purchase Agreement, the Purchase Agreement will terminate automatically on the earliest to occur of:

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the first day of the month next following the third anniversary of the Commencement Date;

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the date on which BRPC II shall have purchased Common Shares under the Purchase Agreement for an aggregate gross purchase price equal to $20,000,000;

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the date on which the Common Shares shall have failed to be listed or quoted on Nasdaq or any other Eligible Market;

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the 30th trading day after the date on which a voluntary or involuntary bankruptcy proceeding involving our company has been commenced that is not discharged or dismissed prior to such trading day; and

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the date on which a bankruptcy custodian is appointed for all or substantially all of our property, or we make a general assignment for the benefit of our creditors.

BRPC II also has the right to terminate the Purchase Agreement upon 10 trading days’ prior written notice to us, but only upon the occurrence of certain events, including:

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the occurrence and continuation of a Material Adverse Effect (as such term is defined in the Purchase Agreement);

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the occurrence of a Fundamental Transaction (as such term defined in the Purchase Agreement) involving our company;

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if any registration statement is not filed by the applicable Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the SEC by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement), or the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 trading days after notice of such failure, breach or default is delivered to us;

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if we are in breach or default in any material respect of any of our covenants and agreements in the Purchase Agreement or in the Registration Rights Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 trading days after notice of such breach or default is delivered to us;

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the effectiveness of the registration statement that includes this prospectus or any additional registration statement we file with the SEC pursuant to the Registration Rights Agreement lapses for any reason (including the issuance of a stop order by the SEC), or this prospectus or the prospectus included in any additional registration statement we file with the SEC pursuant to the Registration Rights Agreement otherwise becomes unavailable to BRPC II for the resale of all of the Common Shares included therein, and such lapse or unavailability continues for a period of 20 consecutive trading days or for more than an aggregate of 60 trading days in any 365-day period, other than due to acts of BRPC II; or

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trading in the Common Shares on Nasdaq (or if the Common Shares is then listed on an Eligible Market, trading in the Common Shares on such Eligible Market) has been suspended for a period of three consecutive trading days.

No termination of the Purchase Agreement by us or by BRPC II will become effective prior to the fifth trading day immediately following the date on which any pending Purchase and any pending Intraday Purchase has been fully settled in accordance with the terms and conditions of the Purchase Agreement, and no termination will affect any of our respective rights and obligations under the Purchase Agreement with respect to any pending Purchase, any pending Intraday Purchase, the Cash Commitment Fee and any fees and disbursements of BRPC II’s legal counsel in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement. Both we and BRPC II have agreed to complete our respective obligations with respect to any such pending Purchase and any pending Intraday Purchase under the Purchase Agreement. Furthermore, no termination of the Purchase Agreement will affect the Registration Rights Agreement, which will survive any termination of the Purchase Agreement.

No Short-Selling or Hedging by BRPC II

BRPC II has agreed not to engage in or effect, directly or indirectly, for its own principal account or for the principal account of its sole member, any of its or its sole member’s respective officers, or any entity managed or controlled by it or its sole member, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of

the Exchange Act) of the Common Shares or (ii) hedging transaction, which establishes a net short position with respect to the Common Shares, during the term of the Purchase Agreement.

Effect of Sales of our Common Shares under the Purchase Agreement on our Shareholders

All Common Shares that may be issued or sold by us to BRPC II under the Purchase Agreement that are being registered under the Securities Act for resale by BRPC II in this offering are expected to be freely tradable. The Common Shares being registered for resale in this offering may be issued and sold by us to BRPC II from time to time at our discretion over a period of up to 36 months commencing on the Commencement Date. The resale by BRPC II of a significant amount of shares registered for resale in this offering at any given time, or the perception that these sales may occur, could cause the market price of our Common Shares to decline and to be highly volatile. Sales of our Common Shares, if any, to BRPC II under the Purchase Agreement will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to BRPC II all, some or none of the shares of our Common Shares that may be available for us to sell to BRPC II pursuant to the Purchase Agreement.

If and when we do elect to sell shares of our Common Shares to BRPC II pursuant to the Purchase Agreement, after BRPC II has acquired such shares, BRPC II may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from BRPC II in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from BRPC II in this offering as a result of future sales made by us to BRPC II at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantial number of shares to BRPC II under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with BRPC II may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.

Because the purchase price per share to be paid by BRPC II for the Common Shares that we may elect to sell to BRPC II under the Purchase Agreement, if any, will fluctuate based on the market prices of our Common Shares during the applicable Purchase Valuation Period for each Purchase, and during the applicable Intraday Purchase Valuation Period for each Intraday Purchase, made pursuant to the Purchase Agreement, if any, as of the date of this prospectus it is not possible for us to predict the number of Common Shares that we will sell to BRPC II under the Purchase Agreement, the actual purchase price per share to be paid by BRPC II for those shares, or the actual gross proceeds to be raised by us from those sales, if any.

As of June 3, 2025, we had 58,163,341 Common Shares outstanding, of which 5,093,203 shares were held by our non-affiliates. Although the Purchase Agreement provides that we may sell up to $20 million of our Common Shares to BRPC II, we are registering only 11,080,332 of our Common Shares under the Securities Act for resale by the Selling Shareholder under this prospectus. If all of the 11,080,332 shares offered for resale by BRPC II under this prospectus were issued and outstanding as of the date hereof, such shares would represent approximately 16.0% of the total number of outstanding Common Shares and approximately 68.5% of the total number of outstanding Common Shares held by non-affiliates of our company, in each case as of June 3, 2025.

If we elect to issue and sell more than the 11,080,332 shares offered under this prospectus to BRPC II, which we have the right, but not the obligation, to do, we must first file with the SEC one or more additional registration statements to register under the Securities Act the resale by BRPC II of any such additional shares of our Common Shares we wish to sell from time to time under the Purchase Agreement, which the SEC must declare effective, in each case before we may elect to sell any additional shares of our Common Shares to BRPC II under the Purchase Agreement. Any issuance and sale by us under the Purchase Agreement of a substantial amount of Common Shares in addition to the 11,080,332 Common Shares being registered for resale by BRPC II under the registration statement that includes this prospectus could cause additional substantial dilution to our shareholders.

The number of Common Shares ultimately offered for resale by BRPC II through this prospectus is dependent upon the number of Common Shares, if any, we elect to sell to BRPC II under the Purchase Agreement from and after the Commencement Date. The issuance of our Common Shares to BRPC II pursuant to the Purchase Agreement will not affect the rights or privileges of our existing shareholders, except that the economic and voting interests of each of our existing shareholders will be diluted. Although the number of shares of our Common Shares that our existing shareholders own will not decrease, the shares of our Common Shares owned by our existing

shareholders will represent a smaller percentage of our total outstanding shares of our Common Shares after any such issuance.

The following table sets forth the amount of gross proceeds we would receive from BRPC II from our sale of Common Shares to BRPC II under the Purchase Agreement at varying purchase prices:


Assumed Average Purchase Price Per Share	Number of Registered Shares to be Issued if Full Purchase (1)	Percentage of Outstanding Shares After Giving Effect to the Issuance to B. Riley Principal Capital II (2)			Gross Proceeds from the Sale of Shares to B. Riley Principal Capital II Under the Purchase Agreement
$ 1.00	20,000,000	25.6%	%	$	20,000,000
$ 1.50	13,333,333	18.6%	%	$	20,000,000
$ 1.71	11,695,906	16.7%	%	$	20,000,000
$ 2.00	10,000,000	14.7%	%	$	20,000,000
$ 2.50	8,000,000	12.1%	%	$	20,000,000
$ 3.00	6,666,667	10.3%	%	$	20,000,000
			%	$	—

(1)

Although the Purchase Agreement provides that we may sell up to $20 million of our Common Shares to BRPC II, we are only registering 11,080,332 shares under the registration statement that includes this prospectus, which may or may not cover all of the shares we ultimately sell to BRPC II under the Purchase Agreement. The number of shares to be issued as set forth in this column is without regard for the Beneficial Ownership Limitation.

(2)

The denominator is based on 58,163,341 Common Shares outstanding as of June 3, 2025, adjusted to include the issuance of the number of shares set forth in the adjacent column that we would have sold to BRPC II, assuming the average purchase price in the first column. The numerator is based on the number of shares issuable under the Purchase Agreement (that are the subject of this offering) at the corresponding assumed average purchase price set forth in the first column.

(3)

The closing sale price of our Common Shares on Nasdaq on June 5, 2025.

USE OF PROCEEDS

All of the Common Shares offered pursuant to this prospectus will be sold by the Selling Shareholder for its own account. We will not receive any proceeds from these sales of Common Shares.

However, we may receive up to $20 million in aggregate gross proceeds from the Selling Shareholder under the Purchase Agreement in connection with sales of our Common Shares to the Selling Shareholder. We estimate that the net proceeds to us from the sale of our Common Shares to the Selling Shareholder could be up to $19.5 million, after estimated fees and expenses, over a 36-month period, assuming that we sell Common Shares to them for aggregate gross proceeds of $20 million. The net proceeds from sales, if any, under the Purchase Agreement, will depend on the frequency and prices at which we sell our Common Shares to the Holder after the date of this prospectus. See “Plan of Distribution (Conflict of Interest)” and “The Committed Equity Financing” elsewhere in this prospectus for more information.

We intend to use any proceeds from sales under the Purchase Agreement to acquire vessels, as well as for general corporate purposes, which may include, among other things, funding for working capital needs. We do not intend to use any material amount of these proceeds to repay or otherwise discharge existing indebtedness for borrowed money. As of the date of this prospectus, we cannot specify with certainty all of the particular uses, and the respective amounts we may allocate to those uses, for any net proceeds we receive. We have not specifically identified any vessels to acquire, nor have we identified a material single use for which we intend to use the net proceeds, and, accordingly, we are not able to allocate the net proceeds among any of these potential uses in light of the variety of factors that will impact how we would ultimately use those net proceeds. Accordingly, we will have broad discretion in the way we use these proceeds.

The Selling Shareholder will pay any underwriting fees, discounts and selling commissions incurred by it in connection with any sale of Common Shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the Common Shares covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees and fees and expenses of our counsel and independent registered public accountants.

PRO FORMA FINANCIAL STATEMENTS

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information gives effect to the Business Combination of MGO, Heidmar Inc. and the Company and was prepared on the following bases.

•

The unaudited pro forma condensed combined balance sheet as of December 31, 2024 was prepared from the audited, historical balance sheet of MGO as of December 31, 2024 and the audited, historical balance sheet of Heidmar Inc. as of December 31, 2024, as if the Business Combination had been consummated on December 31, 2024.

•

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 was prepared from the audited, historical statement of operations of MGO for the year ended December 31, 2024 and the audited, historical statement of income of Heidmar Inc. for the year ended December 31, 2024, as if the Business Combination had been consummated on January 1, 2024.

The unaudited pro forma condensed combined financial information assumes that the Business Combination will be accounted for pursuant to Accounting Standard Codification 805 Business Combinations under U.S. generally accepted accounting principles (“GAAP”), such that Heidmar Inc. is acquiring MGO in the Business Combination. This determination is based on the fact that, immediately following the Business Combination: (i) the Reference Shareholders own a substantial majority of the voting rights in the combined organization, (ii) Heidmar Inc. designated the directors and officers of the combined organization and (iii) Heidmar Inc.’s former senior management holds all positions in the senior management of the combined company while no employees from MGO hold senior management positions with Heidmar Maritime. The following unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended.

For accounting purposes: (i) the Business Combination will be treated as the equivalent of Heidmar Inc. issuing stock to acquire the net assets of MGO, (ii) the net assets, including goodwill and other identifiable intangible assets of MGO will be recorded based upon their fair values, at the time of closing, and (iii) the reported historical operating results of the combined company prior to the Business Combination will be those of Heidmar Inc. with assets and liabilities reflected at carrying value. Any excess purchase price over the estimated fair values of the net assets acquired, if applicable, will be recognized as goodwill.

The unaudited pro forma condensed combined financial data are presented for illustrative purposes only and are not necessarily indicative of the combined financial position or results of operations of future periods or the results that would have been realized had the entities been a single entity during the periods presented. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.

The adjustments used in these unaudited pro forma condensed combined financial statements are preliminary in nature and have been based on significant estimates and assumptions, including in determining the preliminary purchase price allocations for the Business Combination. The final accounting for the Business Combination, including the final purchase price allocations, has not yet been completed. There will be differences between these preliminary estimates and the final accounting, and those differences could be material and have a material impact on the portion of the purchase price allocable to goodwill and on the historical financial statements of the Company.

Description of the Business Combination Agreement

On June 18, 2024, Heidmar Inc., Heidmar Maritime Holdings Corp., Merger Sub, MGO and the Reference Shareholders entered into the Business Combination Agreement. Pursuant to the Business Combination Agreement, on February 19, 2025, (i) MGO merged with and into Merger Sub, with MGO surviving the merger as a wholly owned subsidiary of the Company and (ii) the Reference Shareholders transferred all of their shares of common stock of Heidmar Inc., with Heidmar Inc. becoming a wholly owned subsidiary of the Company. As consideration, pursuant to the Business Combination Agreement, the Company issued to (a) the stockholders of MGO an aggregate

of 3,212,365 common shares, (b) MGO’s financial advisor 1,413,462 common shares as compensation under its advisory agreement with MGO and (c) the Reference Shareholders an aggregate of 52,476,758 common shares.

The Company, is a newly incorporated company organized and existing under the laws of Marshall Islands, formed for the purpose of participating in the transactions consummated pursuant to the Business Combination and specifically issuing the equity interests at the closing of the Business Combination. In the determination of the accounting acquirer in accordance with ASC 805-10, the Company was not deemed to be substantive and was “looked through” in the determination of the accounting acquirer, which was deemed to be Heidmar Inc.

Prior to and as a condition of the closing of the Business Combination, each outstanding and unvested MGO restricted stock unit, restricted stock, stock options and warrants accelerated in accordance with their terms and were automatically converted to MGO Shares. The common warrants issued by MGO as part of the units offering completed in December 2024 were exercised on a cashless basis prior to the closing of the Business Combination.

After the closing of the Business Combination, the former MGO stockholders held 5.6% of the Company’s common shares, the Reference Shareholders held 91.9% of the Company’s common shares and the MGO’s financial advisor held 2.5% of the Company’s common shares.

Earnout Shares

Pursuant to the Business Combination Agreement, we will also issue to each of the Reference Shareholders an additional 2,606,338 common shares (the "Earnout Shares") if we achieve any one of the following financial milestones during the 12 months ending December 31, 2025: revenue, EBITDA or Net Income equals or exceeds $45 million, $30 million or $25 million, respectively. If we meet any of these milestones, we will also issue 141,346 common shares to MGO’s financial advisor in the Business Combination, or 5,354,022 shares in the aggregate. The initial fair value of the Earnout Shares to be issued to the Reference Shareholders and to MGO’s financial advisor if the specified thresholds are met, will be classified within equity in accordance with the provisions of ASC 815-40 since Earnout Shares are indexed to the Company’s share and the Company controls the ability to settle these instruments in shares. The estimated fair value of the Earnout Shares that will be issued to the Reference Shareholders will be recognized within expenses since the Earnout Shares will not be issued pro rata to all the shareholders of the Company and the offsetting entry will increase shareholders’ equity, while the estimated fair value of the Earnout Shares that will be issued to MGO’s financial advisor will be included within the estimated purchase price consideration as contingent consideration in accordance with ASC 805, and will be classified within shareholders’ equity.

The initial fair value of the Earnout Shares to be issued to the Reference Shareholders has been reflected as a transaction accounting adjustment in the pro forma combined financial statements and has increased expenses and equity by the amount of the initial fair value, while the initial fair value of the Earnout Shares to be issued to the MGO’s financial advisor has been reflected as a transaction accounting adjustment in the pro-forma combined financial statements and has increased goodwill and Equity by the amount of the initial fair value.

Assuming the performance conditions relating to the issuance of the Earnout shares will be satisfied, the weighted average number of shares would increase by 5,354,022 shares and the pro forma basic and diluted earnings per share would amount to loss per share of $0.18 for the year ended December 31, 2024.

Unaudited Pro Forma Condensed Combined Balance Sheets as of December 31, 2024


	Heidmar Inc, December 31, 2024 (Historical)		MGO Global, Inc December 31, 2024 (Historical)			Transaction Accounting Adjustments	Notes	PRO FORMA COMBINED
Assets
Current assets:
Cash and cash equivalents	$	20,029,506	$	5,371,576	$	(1,750,000)	A		15,651,082
						(8,000,000)	H
Receivables from related parties		8,313,623		—		—			8,313,623
Accounts receivable, net		—		6,874		—			6,874
Inventories		612,165		970,524		—			1,582,689
Prepayments and other current assets		366,100		19,903		—			386,003
Other receivables		930,381		—		—			930,381
Current assets of discontinued operations		—		7,945		(7,945)	E		—
Total current assets		30,251,775		6,376,822		(9,757,945)			26,870,652
Non-current assets:
Goodwill		344,156		—		9,764,501	E		10,108,657
Intangible assets, net		420,328		—		530,000	E		950,328
Investment in joint venture		1,569,573		—		—			1,569,573
Right-of-use assets from operating lease		5,047,490		—		—			5,047,490
Property and equipment		317,510		211,177		—			528,687
Guarantees		143,445		—		—			143,445
Other non-current assets		27,219		—		—			27,219
Total non-current assets		7,869,721		211,177		10,294,501			18,375,399
Total assets	$	38,121,496	$	6,587,999		536,556			45,246,051
Shareholders’ equity and liabilities Current liabilities:
Payables to vessel owners	$	5,085,232	$	—	$	—			5,085,232
Accounts payable and accrued expenses		1,730,308		853,716		892,584	C		3,476,608
Payables to sharing partner and assignee		1,343,098		—		—			1,343,098
Payables to assignee, related party		60,892		—		—			60,892
Payables to related parties		—		2,087		—			2,087
Payables to shareholder		5,239,219		—		—			5,239,219
Acquisition installment payable current portion		177,237		—		—			177,237
Liabilities
Current portion of loan payable		—		6,538		—			6,538
Deferred revenue		1,116,000		—		—			1,116,000
Operating lease liabilities, current portion		4,889,539		—		—			4,889,539
Current liabilities from discontinued operations		—		3,754		—			3,754
Total current liabilities		19,641,525		866,095		892,584			21,400,204
Non-current liabilities:
Acquisition installment payable, net of current portion		84,968		—		—			84,968
Operating lease liabilities, non-current portion		179,593		—		—			179,593
Total non-current liabilities		264,561		—		—			264,561
Total liabilities		19,906,086		866,095		892,584			21,664,765
Stockholders’ Equity
Common stock		—		92		57,010	D		57,102
Additional paid-in capital		4,225,265		25,749,686		32,500	B
						(57,010)	D
						4,325,194	E
						(15,952,441)	E
						3,917,767	F
						103,429	G		22,344,390
Retained earnings (deficit)		12,648,598		(19,667,574)		(1,750,000)	A		(161,753)
						(32,500)	B
						(892,584)	C
						21,450,074	E
						(3,917,767)	F
						(8,000,000)	H
Non-controlling interest		—		(360,300)		360,300	E		—
Accumulated other comprehensive income		1,341,547		—					1,341,547
Total stockholders’ equity		18,215,410		5,721,904		(356,028)			23,581,286
Total stockholders’ equity and liabilities	$	38,121,496	$	6,587,999		536,556			45,246,051

Unaudited Pro Forma Condensed Combined Statement of Operations

for the year ended December 31, 2024


	Heidmar Inc. (Historical)			MGO Global Inc (Historical)			Transaction Accounting Adjustments			Notes		PRO FORMA COMBINED
Revenues:
Trade Revenues	$	3,334,142		$	—		$	—			$	3,334,142
Trade Revenues, related party		9,764,800			—			—				9,764,800
Voyage and time charter revenues		15,180,700			—			—				15,180,700
Syndication income, related party		670,231			—			—				670,231
Revenues, net		—			3,012,942			—				3,012,942
Total revenues		28,949,873			3,012,942			—				31,962,815
Expenses:
Cost of revenues					678,466			—				678,466
Voyage expenses		610,292			—			—				610,292
Loss on inventories		101,756			—			—				101,756
Operating lease expenses		9,867,091			—			—				9,867,091
Charter-in expenses		1,320,063			—			—				1,320,063
General and administrative expenses		12,899,599			8,253,233			892,584		I		21,927,551
								(117,865	)	L
Marketing and e-commerce expenses		—			2,534,458			—				2,534,458
Amortization of intangible asset		20,672										20,672
Depreciation		39,874			—			117,865		L		157,739
Total expenses		24,859,347			11,466,157			892,584				37,218,088
Operating income (loss)		4,090,526			(8,453,215	)		(892,584	)			(5,255,273	)
Other income/(expenses), net
Interest income		428,829			30,849			—				459,678
Interest income related parties		77,308			—			—				77,308
Foreign exchange gains/(losses)		(164,168	)		—			—				(164,168	)
Finance costs		(1,832,995	)		(9,982	)		—				(1,842,977	)
Finance costs, related party		(77,117	)									(77,117	)
Share of loss from joint venture		(859,400	)									(859,400	)
Other income/(loss), net		250,468			2,813			(3,917,767	)	J		(3,664,486	)
Other (loss)/income, net		(2,177,075	)		23,680			(3,917,767	)			(6,071,162	)
Income (loss) before income taxes		1,913,451			(8,429,535	)		(4,810,351	)			(11,326,435	)
Income tax		—			—			—				—
Net income (loss) from continuing operations attributable to controlling interests		1,913,451			(8,429,535	)		(4,810,351	)			(11,326,435	)
Basic and diluted weighted average shares outstanding					2,308,772					K		57,102,585
Basic and diluted (loss)/earnings per share to common stockholders from continuing operations				$	(3.65	)					$	(0.20	)

Note 1. Basis of Presentation

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination. The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of MGO and Heidmar Inc. included in this prospectus.

Note 2. Accounting Policies and Reclassifications

Management is currently performing a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of Heidmar. Based on its initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

Note 3. Estimated Purchase Price Consideration

The Business Combination is considered the acquisition of a business effected through an exchange of equity interests. As such, the acquisition-date fair value of the consideration transferred is calculated based on the fair value of the acquirer’s equity interests.

The estimated fair value of the purchase price consideration of approximately $14.3 million is based on the following.

•

At the closing of the Business Combination, the Company issued 3,212,365 common shares to the former MGO stockholders, representing 5.66% of the Company's total outstanding shares. The fair value of these shares was estimated at $9.8 million, based on a total equity valuation of the Company’s equity of $175 million as of February 19, 2025. The acquisition-date fair value of the Company’s equity was considered a more reliable measure than the market price of MGO common stock on that date. This valuation of $175 million, or approximately $3.06 per share, was determined using a Discounted Cash Flow Analysis and a Comparable Public Company Analysis.

•

At the closing of the Business Combination, the Company issued 1,413,462 common shares to MGO’s financial advisor as compensation under its advisory agreement with MGO. The fair value of these shares was estimated at $4.3 million, based on an assumed per-share valuation of $3.06, as determined through the Company’s equity valuation discussed above.

•

The estimated number of the Earnout shares that will be issued to MGO’s financial advisor if certain performance conditions are met with a fair value of $103,429.

Note 4. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The parties have elected not to present management adjustments and will only be presenting Pre-Closing funding and transaction accounting adjustments.

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statement of operations are based upon the number of the Company’s shares outstanding after the closing of the Business Combination and assume the Business Combination occurred on January 1, 2024.

Pro Forma Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Balance Sheet

The transaction accounting adjustments included in the unaudited pro forma condensed combined balance sheet are as follows.

A - Non-recurring MGO expenses for estimated compensation expense of $1,750,000 related to severance payments and bonuses resulting from pre-existing employment agreements that were paid in cash at the time of the closing of the Business Combination.

B - Reflects the recognition of stock-based compensation expense for fully vested restricted stock units and awards granted to executive directors, employees and service providers of MGO after December 31, 2024 with a grant date fair value of approximately $32,500 based on MGO’s closing stock price on the date of grant.

C - Non-recurring expenses of Heidmar Inc. related to transactions costs of approximately $892,584 for legal, audit and other professional service provider expense and director and officer tail insurance incurred by Heidmar Inc. at the closing of the Business Combination that were not accrued as of December 31, 2024.

D - This adjustment reflects the increase in common stock due to the issuance of 3,212,365 and 52,476,758 of the Company’s common shares to the former MGO Stockholders and Reference Shareholders, respectively, at the closing of the Business Combination. Additionally, 1,413,462 of the Company’s common shares were issued as compensation to MGO’s financial advisor under its advisory agreement with MGO. Each share has a par value of $0.001, resulting in a total par value of $57,102.

The necessary adjustment amounts to an increase of $57,010, accounting for the common stock of MGO included in its historical balance sheet as of December 31, 2024.

E - To account for adjustments with respect to the allocation of the preliminary purchase price to the assets acquired and liabilities assumed and the excess purchase price over net assets acquired to Goodwill.


		Amount
Purchase price consideration (1)	$	14,258,460
Total consideration	$	14,258,460
Assets acquired:
Cash and cash equivalents	$	3,621,576
Accounts receivable, net		6,874
Inventories		970,524
Prepayments and other current assets		19,903
Property and equipment		211,177
Intangible assets		530,000
Goodwill		9,764,501
Total assets acquired		15,124,555
Liabilities assumed:
Accounts payable, accrued liabilities and accounts payable to related parties	$	855,803
Loan payable		6,538
Current liabilities from discontinued operations		3,754
Total liabilities assumed		866,095
Estimated fair value of net assets acquired	$	14,258,460

(1)

See Note 3 above

$9,764,501 of the preliminary purchase price has been allocated to Goodwill. Goodwill will not be amortized, but instead will be tested for impairment at least annually or more frequently if certain indicators are present. Due to the preliminary nature of the purchase price allocation at time of this filing, there may be an increase or decrease to goodwill upon the completion of the purchase price allocation at the time of the Closing.

Below is a summary of intangible assets identified in connection with the Business Combination based on the preliminary purchase price allocation.


Identifiable Intangible Assets		Fair Value	Useful Life (Years)
Tradename	$	530,000	Indefinite
Total	$	530,000

This adjustment also:

•

eliminates the pro forma historical retained deficit of MGO of $21,450,074 (after taking into account the increase of $1,782,500 to MGO’s historical retained deficit of $19,667,574 from adjustments A and B discussed above) in accordance with business combination accounting at closing;

•

reflects the estimated zero value of the non-controlling interest at Closing as well as the elimination of current assets of discontinued operations amounting to $7,945 since these are not expected to be included in the assets acquired in connection with the Business Combination;

•

reflects the increase in additional paid-in capital with the estimated fair value of the 1,413,462 common shares of the Company issued at the closing of the Business Combination to MGO’s financial advisor as compensation under its advisory agreement with MGO amounting to $4,325,194 (See Note 3 above);

•

decreases by $15,952,441 the historical additional paid-in capital of MGO so that the increase in the additional paid-in capital of the Company following the Business Combination is equal to the estimated fair value of the net assets acquired of $14.3 million.

F - Represents the initial fair value of the Earnout Shares of $3,917,767 that will be issued to the Reference Shareholders if the specified thresholds are met, which has been reflected within stockholders’ equity in the unaudited pro forma combined balance sheet as an increase in additional paid-in capital and a decrease in retained earnings.

G - Represents the portion of the fair value relating to the Earnout shares that will be issued to MGO’s financial advisor if the specified thresholds are met, amounting to $103,429, which was treated as an increase in additional paid-in capital and as an additional purchase consideration (Note 3).

H - Represents a dividend paid by Heidmar Inc. to its shareholders on February 13, 2025 i.e. prior to the closing of the Business Combination.

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

The transaction accounting adjustments included in the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024 are as follows.

I - Non-recurring Heidmar Inc’s transaction related expenses related to transactions costs of approximately $892,584 for legal, audit and other professional service provider expense and director and officer tail insurance incurred by Heidmar Inc. at the closing of the Business Combination that were not accrued as of December 31, 2024.

J - Represents other expenses amounting to $3,917,767 relating to the fair value of the Earnout Shares that will be issued to the Heidmar Shareholders (also refer to adjustment G).

K - The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statement of operations are based upon the number of common shares of the Company at the closing of the Business Combination, assuming the Business Combination occurred on January 1, 2024. Because the Earnout Shares are contingently issuable based upon Holdings reaching specified thresholds that have not yet been achieved, the Earnout Shares have been excluded from basic and diluted pro forma net profit per share.

An analysis of the number of shares of the combined entities Common Stock outstanding is as follows.


MGO Shares December 31, 2024 weighted average shares outstanding	2,308,772
MGO Shares at the time of the Business Combination	96,370,950
In connection with the Business Combination:
Elimination of MGO common shares	(96,370,950	)
Issuance of the Company’s common shares to former MGO stockholders (based on an issuance ratio of 30 MGO common shares for every common share of the Company)	3,212,365
Issuance of the Company’s common shares to Reference Shareholders	52,476,758
Issuance of the Company’s common shares to MGO’s financial advisor	1,413,462
Combined entities Common Stock outstanding at Closing	57,102,585

L - Reflects the reclassification of depreciation expense from “General and Administrative Expenses”

to “Depreciation” so that the income statement presentation of MGO conforms to that of Heidmar.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations in conjunction with the financial statements and the notes included elsewhere in this prospectus. The following discussion contains forward-looking statements that involve certain developments, risks and uncertainties. Our actual results could differ materially from those discussed in these statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly under the “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” sections. This discussion should be read in conjunction with the audited consolidated financial statements of Heidmar Inc. for the years ended December 31, 2024, 2023 and 2022 and the related notes thereto included elsewhere in this prospectus. All dollar amounts referred to in this discussion and analysis are expressed in United States dollars except where indicated otherwise. References in this section to “we”, “our”, “us” and the “Company” generally refer to Heidmar and its consolidated subsidiaries.

Overview

We are a provider of marine transportation services on an international basis consisting of five business activities:

•

management services for pools of vessels that share operational costs and revenues (“pool management services”),

•

commercial management services for individual vessels (“commercial management services”),

•

sale and purchase services for vessels which involve assisting clients with the buying and selling of ships (“S&P services”),

•

technical management services for individual vessels (“technical management services”) and

•

chartering of vessels through charter in and charter out (“charter in – charter out”).

As of June 3, 2025, we commercially managed a fleet of 39 vessels, which includes 3 VLCCs, 5 Suezmax tankers, 2 LR2 tankers, 9 MR tankers, 5 Aframax tankers, 2 crude oil/product tankers, 1 platform supply vessel (PSV), 9 bulk carriers under pool agreements or commercial management agreements (“CMAs”), and 3 vessels as chartering brokers only. We also technically manage 4 VLCCs under technical management agreements. Our managed vessels operate worldwide.

On February 19, 2025, we acquired MGO, a brand acceleration e-commerce platform with a focus on the acquisition, optimization and monetization of consumer brands across multiple categories. The results of MGO are not included in this Management’s Discussion and Analysis of Financial Condition and Results of Operation as the acquisition occurred after December 31, 2024.

The financial statements presented in this prospectus relate to the historical operations of Heidmar Inc., which became our subsidiary in connection with the Business Combination and that comprises our business after the Business Combination. Prior to the Business Combination we were under common control with Heidmar Inc. The historical financial statements included in this prospectus include the consolidated financial statements of Heidmar Inc. for years ended December 31, 2024, 2023 and 2022.

Our financial results are largely driven by the following factors.

Trade Revenues and Trade Revenues, related party

Trade revenues consist primarily of commissions and management fees earned from pool management services and commercial management services, commissions earned from services provided on sale and purchase (“S&P”) of vessels and management fees earned from technical management services. Commissions from pool management services and commercial management services are earned based on the gross freight, dead freight, hire and demurrage revenues of the managed vessels and are recognized ratably over the duration of each voyage on a load port-to-discharge port basis. Management fees from pool management services and commercial management services are earned on a fixed rate per day, per vessel. Our pool and commercial management services do not have established terms of duration. Either party is entitled to terminate the agreement at any time after the expiry of a certain period, subject to the completion of the ongoing voyage, provided written notice of a period up to 3 months

is given by either party to the other that the agreement is to terminate. We recognize trade revenues when earned and when it is probable that future economic benefits will flow to us and that benefit can be measured reliably. The performance obligations begin to be satisfied once the vessel begins loading the cargo. We determined that our service contracts consist of a single performance obligation of providing commercial management services during the transportation of the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses and the revenue is recognized on a straight-line basis over the voyage days from the commencement of the loading of cargo to completion of discharge.

We earn management fees from technical management services for each vessel at a fixed rate per day. Our technical management services have an established duration term of four years, and either party can terminate the agreement if certain conditions are met. We recognize trade revenues when earned and when it is probable that future economic benefits will flow to us and we can reliably measure the benefit. We determined that our technical management service contracts consist of a single performance obligation of providing technical management services during the period of service and recognize revenue on a straight-line basis over the service period.

In a sales and purchase service contract, the performance obligation is typically the brokerage service fee to facilitate the sale or purchase of a vessel. This involves finding a buyer or seller, negotiating terms, and closing the transaction. We consider as earned the commissions arising from S&P services and recognize them at the point in time when the sale transaction has been completed and the ownership of the vessel has been transferred to the new owner and therefore the performance obligation is satisfied.

Voyage Revenues and Voyage expenses

In a voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage, which may contain multiple load ports and discharge ports. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charter party contracts commit for a minimum amount of cargo. The charterer is liable for any short loading of cargo known as “dead” freight.

The voyage charter party generally has a “demurrage” or “dispatch” clause. Under this clause, the charterer reimburses us for any potential delays exceeding the allowed laytime as per the charter party clause at the ports visited, which is recorded as demurrage revenue. We recognize demurrage revenue starting from the point that we determine we can estimate the amount and its collection is probable and do so on a straight line basis until the end of the voyage. Conversely, the charterer is given credit if the loading/discharging activities happen in less time than the allowed laytime known as dispatch resulting in a reduction in revenue that is recognized as the performance obligation is satisfied. In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo. The Company determined that its voyage charter contracts consist of a single performance obligation of transporting the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses and the revenue is recognized on a straight-line basis over the voyage days from the commencement of the loading of cargo to completion of discharge. The freight charters are considered service contracts which fall under the provisions of ASC 606 because we retain control over the operations of the vessels such as the routes taken or the vessels’ speed. Freight, demurrage, and miscellaneous revenues from the operations of vessels are recognized in the period earned. Such revenues and the related operating costs applicable to voyages in progress at the end of a reporting period are recognized ratably over the estimated duration of the voyage on the percentage-of-completion method of accounting.

Voyage expenses are direct expenses to voyage revenues and primarily consist of brokerage and agency commissions, port expenses, canal dues and bunker fuel. We pay brokerage and agency commissions to shipbrokers for their time and efforts for negotiating and arranging charter party agreements on our behalf, and we expense them over the related charter period. All other voyage expenses are expensed as incurred, except for expenses during the ballast portion of the voyage (period between the contract date and the date of the vessel’s arrival to the load port). Any expenses incurred during the ballast portion of the voyage such as bunker fuel expenses, canal tolls and port expenses are deferred and are recognized on a straight-line basis, in voyage expenses, over the voyage duration as Heidmar satisfies the performance obligations under the contract provided these costs are (1) incurred to fulfill a contract that we can specifically identify, (2) able to generate or enhance resources that we will use to satisfy performance of the terms of the contract, and (3) expected to be recovered from the charterer. These costs are considered ‘contract fulfillment costs’ and are included in ‘deferred voyage expenses’ in the accompanying consolidated balance sheets.

Operating Leases

Heidmar as a Lessee—Time charter-in contracts

A time charter is a contract for the use of a vessel for a specific period of time and a specified daily charter hire rate, which is generally payable in advance. The time charterer has control over the vessel’s employment within the agreed trading limits during this period. A time charter generally provides typical warranties and owner protective restrictions. The time charter contracts are considered operating leases because (i) the vessel is an identifiable asset, (ii) the owner of the vessel does not have substantive substitution rights, and (iii) the charterer has the right to control the use of the vessel during the term of the contract and derives the economic benefits from such use. In a time charter contract, the owner of the vessel is responsible for crew costs, vessel insurance, repairs and maintenance costs, and lubricants.

Our time charter-in contracts relate to the charter-in activity of vessels from third parties for a specified period of time in exchange for consideration, which is based on a daily rate. We elected the practical expedient of the ASC 842 guidance that allows for contracts with an initial lease term of 12 months or less to be excluded from the operating lease right-of-use assets and lease liabilities recognized on our consolidated balance sheets. The Company recognizes right-of-use assets (“ROU”) and corresponding lease liabilities for its operating leases. ROU assets and liabilities are recognized at the commencement date of an arrangement based on the present value of lease payments over the lease term. The operating lease ROU asset also includes any lease payments made to the lessor prior to lease commencement, less any lease incentives, and initial direct costs incurred. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

Under the guidance ASC 842, we elected the practical expedients available to lessees to not separate the lease and non-lease components included in the charter hire expense because (i) the pattern of expense recognition for the lease and non-lease components is the same as it is earned by the passage of time, and (ii) the lease component, if accounted for separately, would be classified as an operating lease. We elected not to separate the lease and non-lease components included in charter hire expense, but to recognize operating lease expense as a combined single lease component for all time charter-in contracts.

Heidmar as a Lessor Time charter-out contracts

Time charter revenue is recognized as earned on a straight-line basis over the term of the relevant time charter starting from the vessel’s delivery to the charterer, except for any off-hire period, and ending upon redelivery to the Company. Under the guidance of ASC 842, we elected the practical expedient available to lessors to not separate the lease and non-lease components included in the time charter revenue because (i) the pattern of revenue recognition for the lease and non-lease components is the same as it is earned by the passage of time and (ii) the lease component, if accounted for separately, would be classified as an operating lease.

Time charter revenues received in advance of the provision of charter service are recorded as deferred revenue and recognized when the charter service is rendered. Deferred revenue also may result from straight-line revenue recognition in respect of charter agreements that provide for varying charter rates. Deferred revenue amounts that will be recognized within the next twelve months are presented as current, with amounts to be recognized thereafter presented as non-current. Revenues earned through the profit-sharing arrangements in the time charters represent contingent rental revenues that are recognized when earned and amounts are reasonably assured based on estimates provided by the charterer.

Syndication Income, Related Party

Heidmar Investments LLC., a wholly owned subsidiary of Heidmar Inc., entered into “Syndication Agreements” (“Syndication”) with Heidmar Trading LLC., a related party, (“Syndication partner”) on two vessels (“Two Vessels”) that the Syndication partner chartered-in from unrelated parties and then chartered-out to unrelated

parties. The Syndication is an assignment and transfer of profits and losses between Heidmar Investments LLC. and the Syndication partner wherein Heidmar Investments LLC. has assumed the Syndication partner’s monthly charter hire and voyage expenses and in return has been assigned the revenues earned by the Two Vessels (the “Syndication result”). Furthermore, in accordance with the provisions of the Syndication Agreements, Heidmar Inc. has been appointed as the commercial manager of the vessels based on the provisions of the related commercial management agreements (“CMA”) entered into between Heidmar and the Syndication partner. In order to receive the proceeds from the Syndication Agreement, we need to be performing the services under the CMA. Therefore, the Syndication Agreements and the CMA are considered a single service contract that depends on the provision of a service and in accordance with the guidance in ASC 606-10-25-9 for combining contracts, the Syndication Agreement and the CMA are accounted for as a single services contract under ASC 606 (the “services contract”). We have concluded that the services contract includes a fixed and a variable consideration related to the servicing of the vessels. The variable consideration is equal to the net operating results of the two vessels which is recognized as the profits are earned or the losses are incurred during the period of the service contract as that is when the income, if any, can be reliably measured for this variable remuneration. The fixed based fee component is a fixed rate per day and a fixed commission on the gross freight, dead freight, hire and demurrage revenues of the Two Vessels. The fixed commissions earned are recognized ratably over the duration of each voyage on a load port-to-discharge port basis. Because the variable consideration is calculated after taking into account the fixed fee component recognized as an expense by the vessels in their operating results, the income related to the fixed fees is eliminated against such expense included in the variable fee income.

Profit Sharing Arrangements

We follow the provisions of ASC 470 “Debt” in order to account for the profit and loss sharing agreements entered into with related or unrelated parties. According to the provisions of the profit and loss sharing agreements, we charter in a vessel, earn revenue from the charter out of the vessel to another party, and receive an upfront cash payment from the counterparty of the profit and loss sharing agreement to be used for the operations of the vessel and the counterparty receives an agreed percentage of profits and losses (sale of future revenue), arising from the operations of the vessel. When we have significant continuing involvement in the generation of the cash flows of the vessel, we account for this transaction as debt under ASC 470-10. The proceeds received in a sale of future revenue are accounted for as debt. After the initial recognition, an entity uses the interest method (ASC 835-30-25-5: “The total amount of interest during the entire period of a cash loan is generally measured by the difference between the actual amount of cash received by the borrower and the total amount agreed to be repaid to the lender to account for the amount recorded as debt.”). Actual cash repayments are recorded as either interest expense or a reduction of the outstanding debt balance, including accrued interest, in accordance with the interest method. Interest cost is accrued in each period by applying the effective interest rate against the debt’s net carrying amount. If the timing or amount of the actual or estimated cash flows changes, the original amortization schedule for the debt is updated to reflect the revised cash flows. We have elected to adopt the prospective approach to account for changes in the amount or timing of cash flows, in which the effective interest rate is updated.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to risks associated with adverse changes in exchange rates and commodity prices. We have established risk management policies to monitor and manage such market risks, as well as credit risks.

From time to time, we may execute transactions of derivatives, in order to manage market risks. We are exposed to currency risk on purchases, receivables and payables where they are denominated in a currency other than the U.S. dollar. We do not enter into commodity contracts other than to meet our operational needs. These transactions do not meet the criteria for hedging for accounting purposes and therefore the change in their fair value is recognized directly in profit or loss.

The carrying amounts of certain financial assets and liabilities, including cash and cash equivalents, receivables from related parties, other receivables, payables to vessel owners, accounts payable and accrued expenses, payables to shareholder, payables to sharing partner and assignee, payables to assignee, related party and payables to related parties are reasonable estimates of their fair value due to the short-term nature of these financial instruments. When measuring the fair value of an asset or a liability, we use market observable data to the extent applicable.

Foreign Exchange Rate Risk

Our primary economic environment is the international shipping market. This market utilizes the US dollar as its functional currency. Consequently, virtually all of our revenues and the majority of our operating expenses are in US dollars. However, we incur some of our combined expenses in other currencies, particularly the Euro. The amount and frequency of some of these expenses (such as vessel repairs, supplies and stores) may fluctuate from period to period. Depreciation in the value of the US dollar relative to other currencies will increase the US dollar cost of us paying such expenses. The portion of our business conducted in other currencies could increase in the future, which could expand our exposure to losses arising from currency fluctuations.

There is a risk that currency fluctuations will have a negative effect on our cash flows. We have not entered into any hedging contracts to protect against currency fluctuations. However, we have some ability to shift the purchase of goods and services from one country to another and, thus, from one currency to another, on relatively short notice. We may seek to hedge this currency fluctuation risk in the future.

Inflation

We do not expect inflation to be a significant risk to direct expenses in the current and foreseeable economic environment.

For a discussion of our exposure to market risk and our periodic fair value measurements, see Note 2 and Note 18 to our audited consolidated financial statements for the years ended December 31, 2024. 2023 and 2022 included elsewhere in this prospectus.

Recent Accounting Pronouncements

On August 23, 2023, the FASB issued ASU 2023-05 that will require a joint venture, upon formation, to measure its assets and liabilities at fair value in its standalone financial statements. A joint venture will recognize the difference between the fair value of its equity and the fair value of its identifiable assets and liabilities as goodwill (or an equity adjustment, if negative) using the business combination accounting guidance regardless of whether the net assets meet the definition of a business. The new accounting standard is intended to reduce diversity in practice. This ASU applies to an entity that qualifies as either a joint venture or a corporate joint venture under GAAP. This accounting standard will become effective for joint ventures with a formation date on or after January 1, 2025, with early adoption permitted. Heidmar adopted this ASU on January 1, 2025. Heidmar concluded that these amendments will not have a material impact on its consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, which requires the disclosure of significant segment expenses that are part of an entity’s segment measure of profit or loss and regularly provided to the chief operating decision maker. In addition, it adds or makes clarifications to other segment-related disclosures, such as clarifying that the disclosure requirements in ASC 280 are required for entities with a single reportable segment and that an entity may disclose multiple measures of segment profit and loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. Heidmar adopted ASU 2023-07 as of January 1, 2024 and its adoption increased the disclosures in Heidmar’s consolidated financial statements, while there was no impact to financial position or results of operations.

In December 2023, the FASB issued ASU 2023-09, “Improvement to Income Tax Disclosure”. This standard requires more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for public entities, for annual periods beginning after December 15, 2024. Heidmar adopted this ASU on January 1, 2025. Heidmar concluded that these amendments will not have a material impact on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, that will require more detailed disclosure about specified categories of expenses (including employee compensation, depreciation and amortization) included in certain expense captions presented on the face of the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to all prior periods presented in the consolidated financial statements. Heidmar is currently evaluating the impact of these amendments on its consolidated financial statements.

Results of Operations

The following table presents consolidated statements of income for each of the years in the three year period ended December 31, 2024.


	2024		2023		2022
REVENUES:
Trade revenues		3,334,142	4,930,274		3,924,994
Trade revenues, related parties		9,764,800		13,788,955		10,447,600
Voyage and time charter revenues		15,180,700		21,968,679		9,467,373
Syndication income, related party		670,231		8,409,528		6,223,911
Total revenues		28,949,873	49,097,436		30,063,878
OPERATING EXPENSES:
Voyage expenses	610,292		762,229		1,127,878
Loss on inventories		101,756		—		—
Operating lease expenses		9,867,091		8,077,834		3,515,026
Charter-in expenses		1,320,063		10,505,532		3,412,929
General and administrative expenses		12,899,599		10,099,716		5,060,145
Amortization of intangible asset		20,672		—		—
Depreciation		39,874		12,828		21,099
Loss on sale of vehicle		—		—		8,332
Total operating expenses		24,859,347		29,458,139		13,145,409
OPERATING INCOME		4,090,526		19,639,297		16,918,469


	2024			2023			2022
OTHER INCOME / (EXPENSES):
Interest income, net		428,829			938,342			7,717
Interest income, related parties		77,308			—			—
Finance costs		(1,832,995	)		(1,368,613	)		(751,431	)
Finance costs, related party		(77,117	)		(4,833	)		—
Share of loss from joint venture		(859,400	)		—			—
Other income, net		250,468			—			—
Foreign exchange (losses)/ gains		(164,168	)		350,005			6,194
Other expenses, net		(2,177,075	)		(85,099	)		(737,520	)
NET INCOME FOR THE YEAR		1,913,451			19,554,198			16,180,949

Year ended December 31, 2024 compared to the year ended December 31, 2023

Total revenues

Total revenues reflecting income from commissions, management fees and hires from time charters were $28.9 million for the year ended December 31, 2024, a decrease of $20.2 million, or 41%, from net revenues of $49.1 million for the year ended December 31, 2023.

The following four components constitute total revenues.

Trade revenues

Trade revenues were $3.3 million for the year ended December 31, 2024 as compared to $4.9 million for the year ended December 31, 2023. Trade revenue is generated from commissions and management fees which are earned from commercial management services, technical management services and S&P services. The decrease of $1.6 million or 33% over 2023 is due mainly to the decrease in the average number of vessels under commercial management from 15.2 vessels in 2023 to 7.4 vessels in 2024. The decrease in the number of vessels is attributable to a combination of owners looking to sell their vessels whilst asset prices have been high over the past year and other owners that do not want exposure to the spot market and have opted for time charters. In addition, the market conditions in 2023 were more favorable, especially after the uncertainty of the Russian-Ukrainian conflict, which eased in 2024, resulting in higher commissions earned on freight and demurrage revenues than those achieved in 2024. The above decrease was partially offset by technical management services revenue of $0.4 million and S&P services commission of $0.2 million, which are new business activities in 2024.

Trade revenues, related parties

Trade revenues, related parties were $9.8 million for the year ended December 31, 2024 as compared to $13.8 million for the year ended December 31, 2023. Trade revenue related parties is generated from commissions and management fees which are earned from pool management services. The decrease of $4.0 million or 29% over 2023 is due to the decrease by 14% in the number of vessels under management and a decline by 14% in hire rates. The decrease in the number of vessels is attributable mainly to the owners looking to sell their vessels whilst asset prices have been high over the past year. The market conditions in 2023 were more favorable, especially after the Russian-Ukrainian conflict, resulting in higher commissions earned on freight and demurrage revenues than those achieved in 2024. The average number of vessels in the pools were 30 during the year ended December 31, 2024 as compared to 35 during the corresponding period in 2023 and the number of pool days were 10,792 during the year ended December 31, 2024 compared to 12,738 during the corresponding period in 2023, which resulted from a change in market conditions.

Voyage and time charter revenues

Voyage and time charter revenues were $15.2 million for the year ended December 31, 2024 as compared to $22.0 million for the year ended December 31, 2023. In both years, we generated time charter revenues through agreements entered into with unrelated parties for two and four vessels, respectively, which earn fixed revenue over the period of the charter. The decrease of $6.8 million is due to the termination of two charter-in agreements with original terms of 12 months or less that ended in August 2023 and December 2023.

Syndication income, related party

Syndication income, related party for the year ended December 31, 2024, was $0.7 million, compared to $8.4 million for the year ended December 31, 2023. The decrease of $7.7 million is primarily due to the termination of syndication agreements for two vessels, with the first agreement concluding in April 2023 and the second in March 2024.

Operating Expenses

Total operating expenses were $24.9 million for the year ended December 31, 2024 (or 86% of total revenues) compared to $29.5 million for the year ended December 31, 2023 (or 60% of total revenues).

Total operating expenses consist of the following.

•

Voyage expenses: Voyage expenses, which comprise mainly the cost of bunker fuel associated with a ship’s voyage were $0.6 million for the year ended December 31, 2024 compared to $0.8 million for the corresponding period in 2023. Voyage expenses for both years were associated with bunkers consumed during the ballast or idle periods of one vessel.

•

Loss on inventories: For the year ended December 31, 2024, the Company recognized a loss of $0.1 million related to the European Union Emissions Trading System (“EU ETS”) held for trading, compared to nil for the year ended December 31, 2023. This loss is attributable to a noncash allowance on the value of EU ETS held by the Company to recognize them at their net realizable value and a loss from sale of a part of the EU ETS.

•

Operating lease expenses (operating lease expense for a period greater than 12 months): Operating lease expenses were $9.9 million for the year ended December 31, 2024 compared to $8.1 million for the corresponding period in 2023. The increase of $1.8 million is mainly due to the lease expenses arising from the charter-in of one vessel for a whole year in 2024 as compared to the corresponding period in 2023, during which the vessel was in drydock activities, which significantly reduced lease expenses for that period.

•

Charter-in expenses (operating lease expenses for a period less than 12 months): Charter-in expenses, which relate to the time charter of three vessels for a defined period and rate, were $1.3 million for the year ended December 31, 2024 compared to $10.5 million for the year ended December 31, 2023. The respective decrease of $9.2 million is attributable to two vessels that were delivered to us in October 2022 (having durations of 8 and 12 months, respectively, with no extension option and a one-year extension option, respectively) that we redelivered to their owners in August 2023 and in December 2023, respectively. The decrease was partially offset by the vessel that we redelivered in August 2023 being delivered back to us in May 2024, resulting in charter-in expenses of $1.3 million for the year ended December 31, 2024.

•

General and administrative expenses: General and administrative expenses were $12.9 million for the year ended December 31, 2024, and $10.1 million for the corresponding period in 2023. The increase of $2.8 million is mainly attributed to the increase in the average number of employees from 45 employees in 2023 to 55 employees in 2024, which resulted mainly from the acquisition of Landbridge Ship Management (HK) Limited in March 2024; salary increases of $1.9 million granted to employees in our offices in London, Singapore, Dubai, Athens and Hong Kong and to the accrued expenses of $0.6 million for listing on the Nasdaq.

•

Amortization of intangible asset: The amortization of the intangible asset amounted to $0.02 million for the year ended December 31, 2024 compared to $nil for the corresponding period in 2023, relating to the amortization of a specific identified amortizable intangible asset resulting from the acquisition of Landbridge Ship Management (HK) Limited.

•

Depreciation: Depreciation was $0.04 million for the year ended December 31, 2024, compared to $0.01 million for the corresponding period in 2023 and relates to depreciation of office furniture and equipment for the new office in Athens.

Operating income

As a result of all preceding items, operating income was $4.1 million for the year ended December 31, 2024 compared to an operating income of $19.6 million for the year ended December 31, 2023.

Other income/(expenses)

Total other expenses, net for the year ended December 31, 2024 was $2.2 million compared to $0.09 million for the year ended December 31, 2023. The increase of $2.1 million is attributable to the following.

•

Interest income earned from term deposits during the year ended December 31, 2024, decreased by $0.5 million compared to the corresponding period in 2023. This reduction is primarily attributed to a lower amount of funds placed under time deposits during this period.

•

Interest income, related parties for the year ended December 31, 2024, was $0.08 million compared to $nil for the corresponding period in 2023. This increase is primarily attributable to interest income earned from the non-consolidated subsidiaries, relating to the aggregate funding of $0.9 million provided during the year ended December 31, 2024, for working capital purposes.

•

Foreign exchange (losses)/gains for the year ended December 31, 2024, declined by approximately $0.5 million compared to the corresponding period in 2023, moving from a gain to a loss. This unfavorable change was primarily attributable to fluctuations in exchange rates in key currencies.

•

Increase in finance costs of $0.5 million, which mainly derives from the accrued interest cost based on the effective interest method with regards to a profit and loss sharing agreement the Company entered into in 2022 for one vessel since the vessel achieved improved operating results during the year ended December 31, 2024 compared to the comparative period. There was an increase in operating days during the year ended December 31, 2024, which were 364, compared to 298 during the year ended December 31, 2023, since the vessel underwent her scheduled drydock in 2023.

•

Finance costs, related party during the year ended December 31, 2024 were increased by $0.07 million compared to the corresponding period in 2023, due to the accrued interest cost based on the effective interest method with regards to a profit and loss sharing agreement the Company entered into during the third quarter of 2023.

•

Share of loss from joint venture during the year ended December 31, 2024 amounted to $0.9 million, representing the share of the joint venture’s losses, based on the Company’s relative holding from a joint venture company incorporated in 2024.There was no such investment during 2023.

•

Other income during the year ended December 31, 2024, increased by $0.25 million compared to the corresponding period in 2023. This increase is mainly attributed to a refund from a pilot service company and collection of rebates.

Net income for the year

As a result of all preceding items, for the year ended December 31, 2024, our net income was $1.9 million, compared to a net income of $19.6 million for the year ended December 31, 2023.

Year ended December 31, 2023 compared to the year ended December 31, 2022

Total revenues

Total revenues reflecting income from commissions, management fees, freight revenues and hires from time charters were $49.1 million for the year ended December 31, 2023, an increase of $19.0 million, or 63%, from net revenues of $30.1 million for the year ended December 31, 2022.

The following four components constitute total revenues.

Trade revenues

Trade revenues were $4.9 million for the year ended December 31, 2023 as compared to $3.9 million for the year ended December 31, 2022. Trade revenue is generated from commissions and management fees which are earned from commercial management services. The increase of $1.0 million or 26% over 2022 is due mainly to the increase in the average number of vessels under commercial management from 10.7 vessels in 2022 to 15.2 vessels in 2023.

Trade revenues, related parties

Trade revenues, related parties were $13.8 million for the year ended December 31, 2023 as compared to $10.4 million for the year ended December 31, 2022. Trade revenue related parties is generated from commissions and management fees that are earned from pool management services. The increase of $3.4 million or 32% over 2022 is due to the increase in the number of vessels under management and the increased hire rates as the market performed better during the year 2023 giving rise to higher commissions earned on the freight and demurrage revenues. The average number of vessels in the pools were 35 during 2023 as compared to 25 during 2022 and the number of pool days were 12,738 in 2023 compared to 9,043 in 2022.

Voyage and time charter revenues

Voyage and time charter revenues were $22.0 million for the year ended December 31, 2023 as compared to $9.5 million for the year ended December 31, 2022. Time charter revenue of $22.0 million for the year ended December 31, 2023 and of $5.8 million for the year ended December 31, 2022 is generated by the agreements entered into with unrelated parties for four and three vessels, respectively which earn fixed revenue over the period of the charter. The increase of $16.2 million is mainly due to the increased operating days of the aforementioned vessels to 904 days in 2023 compared to 302 days in 2022. Voyage revenue of $3.7 million in the year ended December 31, 2022 was generated from a spot agreement for one vessel which was not extended in 2023 and therefore there was no voyage revenue in 2023.

Syndication income, related party

Syndication income, related party for the year ended December 31, 2023, was $8.4 million, compared to $6.2 million in 2022. The respective increase of $2.2 million derives from the fact that one vessel was operating under spot voyages during the first six-month period of 2022 with small profit margins as the freight rates were at low levels in an oversupplied tanker market. Since mid 2022 the tanker market has picked up especially after the Russian-Ukrainian conflict and has resulted in increased rates. More specifically, one vessel’s daily rate was $53,626 for the year ended December 31, 2023 compared to $14,815 for the year ended December 31, 2022, while a second vessel’s daily rate was $8,514 for the year ended December 31, 2023 compared to $3,484 for the year ended December 31, 2022, resulting in increased profits for the year ended December 31, 2023. In April 2023 and in March 2024, respectively, for the two aforementioned vessels, the vessels under syndication were redelivered to their owners, and as a result both of the syndication agreements were terminated.

Operating Expenses

Total operating expenses were $29.5 million for the year ended December 31, 2023 (or 60% of total revenues) compared to $13.1 million for the year ended December 31, 2022 (or 44% of total revenues).

Total operating expenses consist of the following.

•

Voyage expenses: Voyage expenses, which comprise mainly the cost of bunker fuel and miscellaneous costs associated with a ship’s voyage were $0.8 million for the year ended December 31, 2023 compared to $1.1 million for the year ended December 31, 2022. Voyage expenses in 2023 were associated with bunkers consumed at the ballast period of one vessel, while during 2022 were associated to the bunkers consumed from one vessel which was operating under a spot voyage.

•

Operating lease expenses (operating lease expense for a period greater than 12 months): Operating lease expenses were $8.1 million for the year ended December 31, 2023 compared to $3.5 million for the year ended December 31, 2022. The increase of $4.6 million is mainly due to the lease expenses arising from the charter-in of one vessel for a whole operating year in 2023 as compared to 2022, in which the charter-in agreement commenced in August 2022.

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the charter in expense of the two vessels that were delivered to us in October 2022 (having durations of 8 and 12 months, respectively, with no extension option and a one-year extension option, respectively) and that we redelivered to their owners in August 2023 and in December 2023; and

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the charter in expense of one vessel that was delivered to us in August 2023.

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General and administrative expenses: General and administrative expenses were $10.1 million (or 21% of total revenues) for the year ended December 31, 2023, and $5.1 million (or 17% of total revenues). The increase of $5.0 million is mainly attributed to an employee performance bonus, the increase in the average number of employees from 37 in 2022 to 45 in 2023 and salary increases granted to employees in our offices in London, Singapore, Dubai and Athens.

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Depreciation: Depreciation was $0.01 million for the year ended December 31, 2023, compared to $0.02 million for the year ended December 31, 2022 and relates to depreciation of office furniture and equipment in Greece.

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Loss on sale of vehicle: A loss of $0.01 million was realized during 2022 from the sale of a vehicle.

Operating income

As a result of all preceding items, operating income was $19.6 million for the year ended December 31, 2023 compared to an operating income of $16.9 million for the year ended December 31, 2022.

Other income/(expenses)

Total other expenses, net for the year ended December 31, 2023 was $0.09 million compared to $0.7 million for the year ended December 31, 2022. The decrease of $0.61 million is attributable to the following.

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In 2023, we had interest income earned from term deposits of $0.9 million and foreign exchange gains of $0.3 million. During 2022, we did not invest in term deposits, while the foreign exchange gains were immaterial.

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That increase was partially offset by the increase in finance costs of $0.59 million, which mainly derived from the interest cost of one vessel for a full operating year in 2023 as compared to four months in 2022.

Net income for the year

For the year ended December 31, 2023, our net income was $19.6 million, compared to a net income of $16.2 million for the year ended December 31, 2022.

Liquidity and Capital Resources

Our short-term liquidity requirements include payments of operating expenses, funding working capital requirements, payments to our sharing partner and assignees and payments of acquisition installments payable in respect of Landbridge Ship Management (HK) Limited (“LBSM”) acquisition. Please see Note 15, “Business Combination” to Heidmar Inc.’s audited consolidated financial statements included elsewhere in this Annual Report for more information on acquisition installments payable. Our primary sources of short-term liquidity are cash generated from operating activities and available cash balances.

Our long-term liquidity requirements include payment of operating expenses and payments of acquisition installments payable in respect of LBSM acquisition. Sources of funding for our long-term liquidity requirements include cash flows from operations. We believe that our working capital and cash flows from operations will be sufficient to meet both our short-term and long-term liquidity needs, including working capital requirements, for at least the next 12 months, provided there is no major and sustained downturn in the market conditions relevant to our specific shipping industry sectors. The following table presents cash flow information for the years ended December 31, 2024, 2023 and 2022.


	2024			2023			2022
Net cash provided by operating activities	$	6,759,303		$	12,024,498		$	14,654,090
Net cash (used in)/provided by investing activities	$	(4,027,411	)	$	(9,053	)	$	24,173
Net cash (used in)/provided by financing activities	$	(1,525,185	)	$	(18,358,547	)	$	2,972,089

Cash Flows: year ended December 31, 2024 compared to year ended December 31, 2023

Cash and cash equivalents increased to $20.0 million as of December 31, 2024, compared to $18.9 million as of December 31, 2023. Working capital is defined as current assets minus current liabilities. As of December 31, 2024, the Company had a working capital surplus of $10.6 million.

Net cash provided by operating activities decreased by $5.2 million to $6.8 million during 2024, consisting of net income, after adding back non-cash items of $12.3 million plus a decrease in working capital of $5.5 million, compared to $12.0 million during 2023, consisting of net income after adding back non-cash items of $26.6 million plus a decrease in working capital of $14.6 million.

The major drivers of the change of net cash provided by operating activities are the decrease in revenues by $20.1 million in 2024 compared to 2023, the increase in finance cost by $0.5 million in 2024 compared to 2023, the increase in general and administrative expenses by $2.8 million in 2024 compared to 2023, the decrease in interest income by $0.5 million in 2024 compared to 2023, partially offset by the decrease in operating lease and charter-in expenses by $7.4 million in 2024 compared to 2023. The major drivers of the change in working capital for 2024 are the decrease in receivable from related parties by $2.9 million, the decrease in prepayments and other current assets by $1.1 million, partially offset by the decrease in operating lease liabilities by $9.4 million. The major drivers of the change in working capital for 2023 are the decreases in payables to vessel owners, deferred revenue and operating lease liabilities by $6.1 million, $3.2 million and $7.0 million, respectively.

Net cash used in investing activities was $4.0 million during the year ended December 31, 2024, compared to $0.009 million during the corresponding period in 2023. The change in net cash used in investing activities is attributable to the payments that we incurred for the acquisition of equipment for our offices in Greece and Hong Kong of $0.3 million, during the first quarter of 2024, to payments incurred for the business acquisition of Landbridge Ship Management (HK) Limited of $0.4 million, to the contributions to the joint venture of $2.4 million and loan to the non-consolidated subsidiaries of $0.9 million.

Net cash used in financing activities was $1.5 million during the year ended December 31, 2024, compared to net cash used in financing activities of $18.4 million during the corresponding period in 2023. This change mainly relates to repayments to assignees in 2024 of $1.4 million, and principal payments attributable to the acquisition installments payable of $0.1 million compared to dividends declared and paid of $25.0 million in 2023, partially offset by proceeds from shareholder of $5.2 million, and the proceeds from assignees of $1.4 million in 2023.

Cash Flows: year ended December 31, 2023 compared to year ended December 31, 2022

Cash decreased to $18.9 million as of December 31, 2023, compared to $25.2 million as of December 31, 2022. Working capital is defined as current assets minus current liabilities.

Net cash provided by operating activities decreased by $2.7 million to $12.0 million during 2023, compared to $14.7 million during 2022. The decrease in net cash provided by operating activities is mainly attributed to a decrease in changes in assets and liabilities from working capital movements between the two years. More specifically the decrease mainly derives from a decrease in deferred revenue of $8.3 million and a decrease in payables to vessel owners of $12.6 million, an increase in inventory of $1.2 million, partially offset by a decrease in due from related parties of $12.8 million, a decrease in prepayments and other current assets of $3.1 million and an increase in net income of $3.4 million. The decrease in deferred revenue of $8.3 million is due to the fact that as of December 31, 2023 one vessel was operating under time charter agreement with pre-collected revenue whereas as of December 31, 2022, three vessels were operating under time charter agreements with pre-collected revenue, while the decrease in payables to vessel owners of $12.6 million related to the commercial management services as a result of the decreased outstanding payable balances to vessel owners. The increase in inventory is due to the fact that as of December 31, 2023, one vessel that has been chartered in was idle and bunkers remained on board and purchase of EU ETS (EU Emissions Trading System) has occurred, whereas as of December 31, 2022 the vessels were operating under time charter agreements. These were offset by the decrease in due from related parties of $12.8 million, which is attributable to the receivable from syndication partner and to the decreased receivables related to unpaid management fees and commissions earned from the non- consolidated pool subsidiaries, while the decrease in prepayments and other current assets of $3.1 million is related to the fact that during the year ended December 31, 2023, two charter-in contracts expired and no prepaid charter hire expenses were recorded for the relevant vessels. Increased net income of $3.4 million is attributable to the increased average number of vessels under commercial management from 10.7 vessels in 2022 to 15.2 vessels in 2023 and to the increased average number of vessels in the pools from 25 vessels in 2022 to 35 vessels in 2023.

Net cash used in investing activities was $0.009 million during 2023 compared to net cash provided by investing activities of $0.024 million during 2022. This change is due to payments made for acquisitions of equipment for the Singapore and Dubai offices made during 2023, while in 2022 there were inflows relating to proceeds from the sale of a vehicle.

Net cash used in financing activities was $18.4 million during 2023, compared to net cash provided by financing activities of $3.0 million during 2022. This change mainly relates to dividends declared and paid of $25.0 million in 2023, partially offset by proceeds from shareholder of $5.2 million compared to capital contributions of $2.0 million and proceeds from sharing partner of $1.0 million in 2022.

Credit Facilities

As of the date hereof, our non-consolidated subsidiaries have four credit facilities with Macquarie Bank Limited, London Branch (“Macquarie”). Each of these facilities is guaranteed by Heidmar Trading (UK) Ltd and Heidmar (Far East) Tankers Pte. Ltd., each of which are consolidated subsidiaries of Heidmar. The combined facility limit is $85.0 million, and each facility has a covenant requiring a minimum number of eligible vessels. Heidmar is currently in compliance with this covenant in respect of each of the credit facilities. This covenant could be waived by Macquarie in its sole discretion. Macquarie has the right to demand early repayment by issuing a written notice and to, acting reasonably, amend the limit of the facility for any entity.

Blue Fin Pool Facility

On March 5, 2021, Blue Fin Tankers Inc. (“Blue Fin”), our wholly owned subsidiary and operator of the Blue Fin Pool, entered into a working capital borrowing base facility agreement with Macquarie (the “Blue Fin Pool Facility”). Blue Fin used the proceeds of this facility towards its general working capital requirements in the ordinary course of business to operate the Blue Fin Pool pursuant to the related Pool Agreements. The facility limit was the aggregate of (a) $10.0 million plus (b) any additional amount that Blue Fin has requested and Macquarie agrees to make available under the facility agreement, up to a maximum amount of $20.0 million.

On December 31, 2021, Blue Fin and Macquarie amended the Blue Fin Pool Facility. The purpose of this amendment was to transition from LIBOR. Heidmar (Far East) Tankers Pte. Ltd. and Heidmar UK Trading Limited are security parties to this amendment.

On July 27, 2022, Blue Fin and Macquarie amended and restated the Blue Fin Pool Facility. The facility limit is the aggregate of (a) $10.0 million plus (b) any additional amount that Blue Fin has requested and Macquarie agrees to make available under the facility agreement, up to a maximum amount of $20.0 million. Heidmar (Far East) Tankers Pte. Ltd. and Heidmar UK Trading Limited are security parties to this amended and restated Blue Fin Pool Facility. This agreement was subsequently amended on August 19, 2022 to increase the facility limit to the aggregate of (a) $15.0 million and (b) any additional amount that Blue Fin has requested and Macquarie agreed to make available under the facility agreement, up to a maximum amount of $20.0 million.

SeaDragon Pool Facility

On July 27, 2022, Seadragon Tankers Inc. (“Seadragon”), our wholly owned subsidiary and operator of the Seadragon Pool, entered into a working capital borrowing base facility agreement with Macquarie (the “Seadragon Pool Facility”). Seadragon used the proceeds of this facility towards its general working capital requirements in the ordinary course of business to operate the Seadragon Pool pursuant to the related pool agreements. The facility limit is the aggregate of (a) $25.0 million and (b) any additional amount that Seadragon has requested and Macquarie agrees to make available under the facility agreement, up to a maximum amount of $25.0 million.

On December 13, 2022, Seadragon and Macquarie amended the Seadragon Pool Facility to increase the facility limit to the aggregate of (a) $35.0 million and (b) any additional amount that Seadragon has requested, and Macquarie agrees to make available under the facility agreement, up to a maximum amount of $35.0 million. Heidmar UK Trading Limited is a security party to this amendment. This agreement was subsequently amended on October 30, 2024 to increase the facility limit to the aggregate of (a) $55.0 million and (b) any additional amount that Seadragon has requested and Macquarie agreed to make available under the facility agreement, up to a maximum amount of $35.0 million.

Dorado Pool Facility

On July 27, 2022, Dorado Tankers Pool Inc. (“Dorado”), our wholly owned subsidiary and operator of the Dorado Pool, entered into a working capital borrowing base facility agreement with Macquarie (the “Dorado Pool Facility”). Dorado used the proceeds of this facility towards its general working capital requirements in the ordinary course of business to operate the Dorado Pool pursuant to the related pool agreements. The facility limit is the aggregate of (a) $10.0 million and (b) any additional amount that Dorado has requested and Macquarie agrees to make available under the facility agreement, up to a maximum amount of $10.0 million, to the extent not cancelled, reduced or transferred under the agreement. This facility was amended on December 13, 2022, and Heidmar UK Trading Limited is a security party to this amendment.

SeaLion Pool Facility

On July 27, 2022, SeaLion Tankers Inc. (“SeaLion”), our wholly owned subsidiary and operator of the SeaLion Pool, entered into a working capital borrowing base facility agreement with Macquarie (the “SeaLion Pool Facility”). SeaLion used the proceeds of this facility towards its general working capital requirements in the ordinary course of business to operate the SeaLion Pool pursuant to the related pool agreements. The facility limit is the aggregate of (a) $15.0 million and (b) any additional amount that SeaLion has requested and Macquarie agrees to make available under the facility agreement, up to a maximum amount of $25.0 million, to the extent not cancelled, reduced or transferred under the agreement.

On August 19, 2022, SeaLion and Macquarie amended the SeaLion Pool Facility to increase the facility limit to the aggregate of (a) $20.0 million and (b) any additional amount that SeaLion has requested and Macquarie agrees to make available under the facility agreement, up to a maximum amount of $25.0 million. Heidmar UK Trading Limited is a security party to this amendment. The parties further amended the SeaLion Pool Facility on December 13, 2022 and October 30, 2024 through which the facility limit increased to the aggregate of (a) $25.0 million and (b) any additional amount up to a maximum amount of $25.0 million.

Reconciliation of GAAP to non-GAAP Measures

To supplement our financial statements presented in accordance with U.S. GAAP, we present certain non-GAAP measures to assist in the evaluation of our business performance. This non-GAAP metric includes earnings before interest, taxes, depreciation and amortization (“EBITDA”). This non-GAAP metric may not be comparable to similarly titled measures used by other companies and should not be considered in isolation or as a substitute for net income, which is the most directly comparable measure of performance prepared in accordance with GAAP.

Our management uses this non-GAAP metric in assessing the performance of our ongoing operations, planning and forecasting future periods and making business and resource-allocation decisions. We believe that these measures assist our management and investors by increasing the comparability of our performance from period to period. This increased comparability is achieved by excluding the potentially disparate effects between periods of interest and finance costs, impairment and depreciation expense, which are affected by various and possibly changing financing methods, capital structure and historical cost bases and which may significantly affect net income/(loss) between periods. This measure provides an alternative basis to analyze operating results and earnings and are commonly used by shareholders to evaluate our performance. We believe that this metric, when considered together with the corresponding U.S. GAAP metric and the reconciliations to this metric, provides meaningful supplemental information to assist investors and analysts in understanding our business results and assessing our prospects for future performance.

EBITDA has certain limitations in use and should not be considered an alternative to net income/(loss), operating income, or any other measure of financial performance presented in accordance with U.S. GAAP.

The following table sets forth a reconciliation of net income to EBITDA for the periods presented.


	Twelve months ended December 31,
(in USD)	2024			2023			2022
Net income	$	1,913,451		$	19,554,198		$	16,180,949
Interest income		(428,829	)		(938,342	)		(7,717	)
Interest income, related parties		(77,308	)		—			—
Finance costs		1,910,112			1,373,446			751,431
Depreciation		39,874			12,828			21,099
Amortization of intangible asset		20,672			—			—
EBITDA	$	3,377,972		$	20,002,130		$	16,945,762

Critical Accounting Estimates

Critical accounting estimates are those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations of the registrant.

We prepared our audited consolidated in accordance with U.S. GAAP, which requires us to make estimates in the application of our accounting policies based on our best assumptions, judgments and opinions. We base these estimates on the information currently available to us and on various other assumptions we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

We have described below what we believe are our most critical accounting estimates that involve a high degree of judgment and the methods of their application. For a description of all of our significant material accounting policies, see Note 2 of our audited consolidated financial statements included elsewhere in this Annual Report.

Syndication Revenue Recognition

Syndication agreements and the related commercial management agreements are considered a single service contract accounted for under ASC 606. We have concluded that this service contract includes both fixed and variable consideration related to the servicing of the vessels included in the syndication agreement. The variable consideration is equal to the net operating results of the vessels, which we recognize as the profits are earned or the losses are incurred during the period of the service contract as that is when the income, if any, can be reliably measured for this variable remuneration. The fixed based fee component is a fixed rate per day and a fixed commission on the gross freight, dead freight, hire and demurrage revenues of the vessels. The fixed commissions earned are recognized ratably over the duration of each voyage on a load port-to-discharge port basis. Because the variable consideration is calculated after taking into account the fixed fee component recognized as an expense by the vessels in their operating results, the income related to the fixed fees is eliminated against such expense included in the variable fee income.

Profit sharing arrangements

According to the provisions of the profit and loss sharing agreements, we charter in a vessel, earn revenue from the charter out of the vessel to another party, and receive an upfront cash payment from the counterparty, related or unrelated party of the profit and loss sharing agreement to be used for the operations of the vessel and the counterpart receives an agreed percentage of profits and losses (sale of future revenue, arising from the operations of the vessel. When we have significant continuing involvement in the generation of the cash flows of the vessel, we account for this transaction as debt. The proceeds received in a sale of future revenue are accounted for as debt. After the initial recognition, we use the interest method (“The total amount of interest during the entire period of a cash loan is generally measured by the difference between the actual amount of cash received by the borrower and the total amount agreed to be repaid to the lender to account for the amount recorded as debt.”). Actual cash repayments are recorded as either interest expense or a reduction of the outstanding debt balance, including accrued interest, in accordance with the interest method. Interest cost is accrued in each period by applying the effective interest rate against the debt’s net carrying amount. If the timing or amount of the actual or estimated cash flows changes, the original amortization schedule for the debt is updated to reflect the revised cash flows. We have elected to adopt the prospective approach to account for changes in the amount or timing of cash flows, in which the effective interest rate is updated.

Related Party Transactions

Please see “Related Party Transactions – Heidmar Relationships and Related Party Transactions” and Note 3, “Related Parties,” to Heidmar’s audited consolidated financial statements included elsewhere in this prospectus for more information on related party transactions.

BUSINESS

Overview

We are a global commercial and technical management company that operates tanker and dry-bulk vessel pools. We were incorporated under the laws of the Republic of the Marshall Islands on May 7, 2024 and are headquartered in Greece. Heidmar Inc., which we acquired on February 19, 2025 as part of the Business Combination, is incorporated under the laws of the Republic of the Marshall Islands and was founded in 1984. Our registered and principal executive offices are located at 89 Akti Miaouli, Piraeus, Greece 18538, and our telephone number at that address is +30 216-002-4900.

We operate, through our subsidiaries, a growing tanker pool company engaged primarily in the commercial management and chartering of crude oil and refined petroleum product tankers. In 2024, tanker vessels commercially managed by Heidmar shipped 29.9 million tons of crude oil and 3.7 million tons of refined petroleum products. Heidmar has also recently expanded its business to offer pool management of dry bulk vessels and technical management. We operate through subsidiaries incorporated in the Marshall Islands, Singapore, United Kingdom, Dubai and Hong Kong, with planned expansion into Houston, which will allow us to piggyback on established tanker presence and infrastructure. We also plan to acquire maritime assets including but not limited to tankers, bulkers, containers and offshore vessels in the future.

Our primary lines of business currently include asset management, tanker pooling, commercial and time charters, assisting clients with the buying and selling of ships and technical management services for individual vessels, which includes assistance in technical operations and crewing of the vessel. Under our pool system, we contract with vessel owners who elect to enter their vessels into one or more of our pools, each of which operates in a distinct vessel class. Each pool is organized under a respective operational pool subsidiary. Once entered into a pool, Heidmar, through various operational subsidiaries, takes over commercial management and charters the vessel to customers mainly in the crude oil and refined petroleum business. In order to service its customers and investors as efficiently as possible, Heidmar has also developed the eFleetWatch® digital platform as part of its business strategy, which is our ERP system and provides pool partners with access to all of the data that they require for their own reporting needs.

We currently operate four active tanker pools under the following wholly owned, non-consolidated subsidiaries: Dorado Tankers Pool Inc. (the “Dorado Pool”), Blue Fin Tankers Inc. (the “Blue Fin Pool”), Seadragon Tankers Inc. (the “Seadragon Pool”), SeaLion Tankers Inc. (the “SeaLion Pool”). Each Pool operates vessels of a different class of vessels: the Dorado Pool manages medium-range (“MR”) tankers; the Blue Fin Pool manages Suezmax tankers; the Seadragon Pool manages VLCC tankers and the SeaLion Pool manages Aframax and long-range 2 (“LR2”) tankers.

As of June 3, 2025, we commercially manage a fleet of 39 vessels, which includes 3 VLCCs, 5 Suezmax tankers, 2 LR2 tankers, 9 MR tankers, 5 Aframax tankers, 2 crude oil/product tankers, 1 platform supply vessel (PSV), 9 bulk carriers under pool agreements or commercial management agreements (“CMAs”), and 3 vessels as chartering brokers only. We also technically manage 4 VLCCs under technical management agreements. Our managed vessels operate worldwide.

Our operations take place substantially outside of the United States. Our subsidiaries, therefore, manage vessels that may be affected by changes in foreign governments and other economic and political conditions. Our managed vessels are mainly chartered to transport crude oil and its related refined petroleum products and drybulk cargo.

We are committed to providing quality transportation and commercial management services to all of our customers and to developing and maintaining long-term relationships with our suppliers, the owners of the vessels we manage, and the major charterers of tankers and dry bulk vessels.

Our Business

Our Business Focus

Our principal focus is the management of vessels fitted for transportation of crude oil and other refined petroleum products and drybulk cargoes, with a business strategy primarily based upon the following principles and incentives:

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offering a seamless, “one-stop” solution to corporate, commercial and technical management;

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continuing to achieve competitive operational costs;

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achieving high utilization of our managed vessels;

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achieving competitive financing arrangements;

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transitioning towards a fee-based business model;

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achieving a satisfactory mix of term charters and spot voyages; and

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developing and maintaining relationships with major vessel owners, oil companies and industrial charterers.

Heidmar has performed successfully through numerous shipping cycles by adapting its business model to suit the changing requirements of the tanker shipping market. We have a diversified business model consisting of profitable charter operations and commercial management as well as profitable vessel trading operations. Commercial management generates consistently growing fees and commissions while the trading business seeks to capitalize on time charter market opportunities. Our dedicated people and state-of-the-art intellectual property operating and reporting systems, including eFleetWatch®, provide high-quality and safe transportation of petroleum and petroleum products to customers on a worldwide basis.

We are also committed to development of our environmental, social and corporate governance principles, including complying with all environmental laws and regulations applicable to us, and will continue to focus on sustainable development and learning as our business grows.

Competitive Strengths

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Over 40 Years of Industry Relationships. We have been in business for over 40 years, and during that time we have built an extensive network of industry contacts and relationships. We feel our history and business network strongly support our efforts to grow our pools and expand into new services.

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Asset-Light Strategy. We believe that our asset-light approach provides us with certain advantages compared to companies that primarily both own and manage their vessels.

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Outperformance. Our Pools generate competitive earnings in each of its pools and have a long-standing tradition of timely and transparent reporting to its pool members. This culture of transparency in reporting has forged a strong and loyal base of tanker owners. Heidmar believes that proof of its success is manifested in its growth and pool membership between the 2020 and 2024. Moreover, Heidmar believes it maintains a high level of pool member retention.

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Global Reach. We maintain offices in London, Singapore, Dubai, Hong Kong and Greece, which are important locations to the shipping and transportation industry and enable Heidmar to efficiently carry out its operations and vessel voyages throughout the world.

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Market Coverage. As a competitive commercial tanker operator, Heidmar believes that it is well positioned to maintain and increase its market position. Heidmar also believes it can leverage its experience and extensive customer relationships to enter new markets and win additional market share.

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Market Consolidation & Growth Areas. We believe that it is advantageous for a vessel owner to have the same technical and commercial manager. By expanding Heidmar’s services to include technical management, which we believe we are equipped to deliver based on our experience and success in the tanker pooling business, we believe that Heidmar is among the best suited to cater to all services a vessel owner may require. Heidmar’s marketing strategy will emphasize this strength as our business expands, and we believe we will be one of the first public companies to offer both commercial and technical management.

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Versatility in Fleet Age. Heidmar maintains an average age of 10 years of the vessels it manages. There are numerous cost-effective advantages to maintaining a younger fleet such as ours, but Heidmar also capitalizes on the fact that commercial and technical management customers, i.e., vessel owners, are not limited by vessel age and will often seek more extensive commercial and technical assistance as their vessels age.

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Sustainability. Our Pool returns have historically outperformed the market by a greater margin in weakening and soft freight rate environments, which provide the pool members, including Heidmar itself, with crucial protection and stability of break-even operating levels during these periods while still maintaining the upside of spot market exposure.

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Experienced Management Team. Our management team has significant experience in all aspects of maritime shipping and transportation. Our Chief Executive Officer, Pankaj Khanna, has over thirty years of experience with various vessel shipping companies, and has overseen the expansion of our fleet under management from six vessels in 2020 to 39 vessels as of June 3, 2025.

Our Services

Tanker Pooling and Commercial Management

A pool consists of a group of vessels of similar types and sizes provided by various owners for the purpose of enabling a centralized pool operator to engage those vessels commercially. Pools employ experienced commercial charterers and operators who have close working relationships with customers and brokers. They market the pool as a single group of vessels, primarily in the spot market and for time charters, seeking to secure for the pool participants the highest commercially available earnings per vessel. A pool combines the net revenues of its vessels, with allocation of a participating vessel’s pool earnings based upon its relevant pool points as determined by the pool agreement.

The size and scope of pools enable them to achieve larger economies of scale and to have better negotiating power with procurement vendors (e.g., bunker suppliers, port agents, towing companies, etc.) leading to lower costs for these items. Pools also achieve geographic diversification by deploying their vessels in both Atlantic and Pacific markets while arbitraging from spread opportunities. The diversification in revenue streams due to typically broader shipping capabilities of pool fleet vessels and/or more accessible customer base, alongside payments to pool participants on a set schedule, can stabilize revenues for pool participants, though this may be offset by volatility in spot rates. Furthermore, due to their large fleets, pools can achieve higher utilization of the vessels. Pools also have higher market visibility, which provides them with opportunities not available to smaller tanker market participants. By being able to reduce costs and optimize revenues, pools aim to outperform the industry benchmark indices by utilizing their size and sophistication and improving utilization rates for participating vessels through various methods, including securing backhaul voyages and contracts of affreightment.

The vessels entered into the Pools may operate either in the spot market or on time charters.

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Spot Market: A spot market voyage charter is generally a contract to carry a specific cargo from a load port to a discharge port for an agreed freight per ton of cargo or a specified total amount. Spot charter rates fluctuate on a seasonal and year-to-year basis. Fluctuations derive from imbalances in the availability of cargoes for shipment and the number of vessels available at any given time to transport cargoes. Vessels operating in the spot market generate revenue that is less predictable but may enable us to capture increased profit margins during periods of improvements in vessel charter rates.

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Time Charters: Long-term and Medium-Term Contracts: A time charter is a time-bound agreement pursuant to which the shipowner leases the vessel to a charterer for a fixed period, and the vessel owner technically manages the vessel for the charterer. Time charters give vessel owners fixed and stable cash flows and partially mitigate the seasonality of the spot market business, which is generally weaker in the second and third quarters of the year. In the future, we may opportunistically look to enter our managed vessels into time charter contracts should rates become more attractive.

All Pools function in a similar manner and with a structure that is attractive to pool participants. Each pool has an Executive Committee, which is comprised of representatives from each of the pool participants and one representative from Heidmar, to serve as general agent. The Executive Committee meets at least twice a year to make strategic decisions on items such as the chartering of vessels out of the pool, changes in the pool formula and

review of the pool’s budget and financial data, which require unanimous consent from existing members, changes in the pool point calculations (as described below) and the entry into long-term contracts. It also determines the benchmark against which the performance of the pool is measured. Except for the unanimous approval needed for new members, voting is allocated based on the number of vessels a member contributes to the pool, with one vote for each vessel contributed plus one vote assigned to the agent. In addition to the Executive Committee, a Technical Committee meets a minimum of once and up to twice per year to address issues such as vessel performance, vetting and other operational items.

Each vessel is time chartered to the pool after if it meets the pools’ quality standard or, if it is a new entrant to the tanker markets, after an entry inspection, which helps owners to earn oil company approvals. Revenue sharing amongst pool participants is based on relative pool points contributed. A proprietary pool point system monetizes the commercial value of the different trading characteristics of the vessels. The pool point system also aligns the pool members’ interests. Heidmar charges a daily management fee and a commission on gross freight, demurrage, dead freight and miscellaneous revenues, which are included in the voyage expenses of the pool vessels. The net voyage earnings of each vessel represent contributions to the pool. Pool members receive their respective distribution of the pool contributions, based on the pool points of their respective vessels and the operating days their vessels contributed, net of the interest cost, general & administrative and insurance expenses incurred by the pool.

Our Pools generally offer a number of advantages to independent vessel owners as compared to operating a limited fleet of vessels in the spot market. Logistically, the large number of vessels provides greater opportunities for back-haul voyages and triangulation, which reduce ballast and positioning legs, thus increasing fleet utilization. The enhanced scale achieved by our Pools enables Heidmar to gain long-term customers. The increased geographic scope and commercial responsiveness of a larger number of vessels provides our Pools with the ability to reposition replacement vessels in the event of delays. Furthermore, on the cost side, economies of scale are achieved in bunker purchasing, port and agent fees, and other voyage expenses.

Heidmar also offers its pool participants the following competitive advantages:

•

strong relationships with brokerage houses that facilitate accurate accounting for cargo;

•

continuous market presence due to the number and size of tankers in Heidmar’s managed fleet;

•

strong relationships with major oil companies; and

•

state-of-the-art information technology that delivers real-time performance indicators critical to maximizing operational efficiency

Several of the participating shipowners have been with Heidmar for over a decade and they share Heidmar’s commitment to quality, safety, and environmentally friendly service in the transportation of crude oil and petroleum products. As of June 3, 2025 our Pools operated 19 vessels.

Outside of our Pools, we and our subsidiaries also engage in commercial management agreements (“CMAs”) with numerous vessel owners. Under a CMA, Heidmar agrees to provide day-to-day commercial and operational management services for the vessel in accordance with the terms of the relevant CMA, including but not limited to fixing of voyage charters, promoting and marketing the vessel in the transportation of petroleum products, carrying out necessary communications with shippers, charterers and others involved with a vessel’s voyage and employment, issuing documents required under the terms of the vessel’s employment and coordinating with the vessel’s technical manager. Under a CMA, Heidmar or subsidiary receives a commission fee, typically equal to 1.25% of the gross freight, demurrage and charter hire obtained for the employment of the vessel, and a daily administration fee, typically between $100 and $350 per day for each day the vessel is under the commercial management of the manager. As June 3, 2025, Heidmar managed 17 vessels under CMAs, the length of which range from two months to a year or even longer, depending upon the owner’s option.

Technical Management

On March 13, 2024, we entered into an agreement with Huwell Ship Management Ltd. (“Huwell”) for the sale and purchase of 100% of the share capital of Landbridge Ship Management (HK) Limited (“LSM”) for aggregate consideration of $800,000 of which $400,000 are to be paid to Huwell by way of deduction of part of the monthly management fee $4,167 over a period of 2 years for four of the vessels. LSM is a technical manager of vessels that managed three VLCCs at the time of the acquisition, with agreements signed for the management of two

additional vessels, including one that was handed over in November 2024. LSM currently manages 5 VLCC’s for a fee of about $400 to $450 per day for technical and crew management only. Each agreement is for four years.

Time Charters

In addition to Commercial Management, Heidmar also time charters vessels directly for its own account. This business is conducted primarily through Heidmar Investments LLC, a wholly owned subsidiary, and by way of joint ventures. These vessels are subsequently sublet to Heidmar’s pools, and trade alongside the tonnage of the other pool members.

Time charters involve a charterer engaging a vessel for a set period of time. Time charter agreements may have extension options ranging from months, to sometimes, years and are therefore viewed as providing more predictable cash flows over the period of the engagement than may otherwise be attainable from other charter arrangements. The time charter party generally provides, among others, typical warranties regarding the speed and the performance of the vessel as well as owner protective restrictions such that the vessel is sent only to safe ports by the charterer, subject always to compliance with applicable sanction laws and war risks, and carry only lawful and non-hazardous cargo. Heidmar typically enters into time charters of an initial twelve months, with option by charterer for additional days, and in isolated cases on longer terms depending on market conditions. The charterer has the full discretion over the ports visited, shipping routes and vessel speed, subject to the owner’s protective restrictions. Under our time charter contracts, whereby our managed vessels are utilized by a charterer for a set duration of time, the charterer pays a fixed or floating daily hire rate and other compensation costs related to the contracts.

eFleetWatch® and Proprietary Technology

Established in the early 1990s, eFleetWatch® is Heidmar’s market-facing digital platform in the commercial management space and has been a pillar of Heidmar’s brand for over two decades, with over 18 years of in-house development. Through the platform, Heidmar provides pool partners with access to all of the data that they require for their own reporting and monitoring of their vessels. Pool partners are able to access information regarding the chartering of their vessels such as the name of the charterer and broker, the TCE, the vessel’s itinerary and its current cargo. eFleetWatch® also provides port agents, brokers and employees with tools to monitor, track and manage vessels on a real-time basis. The system empowers Heidmar’s chartering and operations staff with a proprietary inhouse vessel management capability. It is also the delivery mechanism for Heidmar’s pool reporting system where pool members can log-in and track their vessels’ real-time operating and financial performance and positioning. They can also download detailed monthly reports, which recap pool performance, discuss general market conditions and highlight recent developments in the appropriate tanker freight markets.

The platform is proficient in its stability, and offers transparent access to real-time updates and supports the important foundations of trust and transparency that our pool partners value, and that our relationships depend on.

Asset Management

We also intend to enter into the asset management services sector and believe we will be able to provide investors with a convenient platform to invest in tanker or drybulk vessels by offering a wide range of customized services, including: identifying investment opportunities, sale and purchase services, vessel inspections, vessel assist financing, commercial management, technical management, vessel drydocking, and other accounting and professional services.

We believe our significant knowledge and experience in the maritime shipping industry will enable us to offer a unique insight on the investment process from start to finish, and we plan to expand these services amongst our current and new customers in the near future.

Focus on Fleet & Service Growth

Our primary business objective is to drive growth in our pool management business through strategic projects that add incremental vessels to our pools.

We intend to leverage and replicate our proven commercial management business, expand the number of vessels under management in each of our existing tanker pools and, where the potential exists, develop new pools across attractive vessel classes and cargo types worldwide, including dry bulk vessels. Increasing the number of vessels per pool not only enhances revenues but also minimizes volatility in earnings and drives operating leverage.

We believe we can further develop our charter operations by chartering-in incremental vessels at advantageous rates. Furthermore, by entering into additional new vessel classes, we believe we can achieve further diversification of our charter operations and can charter-in additional ships in various classes. Our management believes we can continue to earn a meaningful spread to the spot market in our trading business and maintain best-in-class profitability. In addition, there are multiple other strategic aspects to growing the chartering operations:

•

allows us to align with the ship owners, providing a truly incentive-based structure; and

•

creates initial momentum and scale when trying to build a pool, as we will typically package charter-in vessels with incremental vessels into the pool from the same owner.

Profitability & Risk Management

We have a diversified business model consisting of profitable charter operations and commercial management. Commercial management generates stable and consistently growing commercial management fees and commissions. Conversely, the cash flows from our charter operations can be volatile and are dependent on the arbitrage between pool returns, the time charter hire market and the availability of working capital. Our robust performance in the pools and outperformance of the market and peers has helped drive the profitability of our charter operations.

In falling or soft freight markets, the pool structure augments our profitability as participation in the pool structure is higher, which ensures greater economies of scale, efficiencies and better performance of the pools. Conversely, in strong freight markets, the charter operations tend to be more profitable since we can earn an arbitrage between charter hires and the performance of the pools. As a result, we have succeeded through employing a diversified business model, to generate cash flow in both high and low markets.

Risk mitigants of our chartering business include:

•

company can limit the duration of its contracts;

•

we have historically formed joint ventures (i.e., syndication) on certain vessels so capital at-risk/exposure is split; and

•

both incremental exposure and cumulative exposure is stress-tested at various historical time charter rates.

Our Managed Fleet

The following table sets forth certain information regarding the fleet that Heidmar manages as of June 3, 2025.


	Vessel	Type	Built	DWT	Employment	Owner
1	AMORE MIO	VLCC	2022	300,000	Pool(2)	Capital
2	ACHILLEAS	VLCC	2010	297,863	Pool(2)	Capital
3	EVRIDIKI	Suezmax	2007	167,295	Pool(3)	Liquimar
4	ORPHEAS	Suezmax	2007	167,282	Pool(3)	Liquimar
5	AFRODITI	Suezmax	2011	167,000	Pool(3)	Liquimar
6	IASONAS	LR2	2008	115,501	Pool(4)	Liquimar
7	AMFITRITI	LR2	2009	115,404	Pool(4)	Liquimar
8	ADAM	Aframax	2018	113,226	Pool(4)	Capital
9	ALEXANDER	Aframax	2018	113,170	Pool(4)	Capital
10	ALFRED	Aframax	2018	113,159	Pool(4)	Capital
11	ALBERT	Aframax	2019	113,095	Pool(4)	Capital
12	ALKIVIADIS	MR2	2023	50,132	Pool(5)	Capital
13	AGISILAOS	MR2	2023	50,132	Pool(5)	Capital
14	AVAX	MR2	2023	50,132	Pool(5)	Capital
15	ATROTOS	MR2	2023	50,132	Pool(5)	Capital
16	ANIKITOS	MR2	2023	50,132	Pool(5)	Capital
17	AKRISIOS	MR2	2023	50,132	Pool(5)	Capital
18	AMFITRION	MR2	2017	50,102	Pool(5)	Capital
19	VESTA	MR2	2012	49,980	Pool(5)	V Ships
20	ATLANTAS	VLCC	2010	321,300	CMA (1)	Capital
21	CRUDE ZEPHYRUS	Suezmax	2021	156,828	CMA (1)	Metrostar
22	CRUDE LEVANTE	Suezmax	2021	156,828	CMA (1)	Metrostar
23	RAFFLES HARMONY	Aframax	2013	105,405	CMA (1)	Raffles Tankers
24	SANANA	MR1	2016	40,627	CMA (1)	EGPN
25	AKADIMOS	Bulk Carrier	2016	207,000	CMA(1)	Capital
26	AMORITO	Bulk Carrier	2012	179,322	CMA(1)	Capital
27	AMIGO II	Bulk Carrier	2011	179,016	CMA(1)	Capital
28	ATTIKOS	Bulk Carrier	2012	178,929	CMA(1)	Capital
29	THYME	Bulk Carrier	2014	82,312	CMA(1)	Capital
30	ROSE III	Bulk Carrier	2013	82,265	CMA(1)	Capital
31	ARGEUS	Bulk Carrier	2013	82,265	CMA(1)	Capital
32	AMEMPTOS	Bulk Carrier	2019	81,107	CMA(1)	Capital
33	AGAMEMNON II	Bulk Carrier	2021	82,212	CMA(1)	Capital
34	AIOLOS	Crude oil/product tanker	2025	115,800	CMA(1)	Capital
35	AISOPOS	Crude oil/product tanker	2025	115,800	CMA(1)	Capital
36	OLYMPIC 1	Small tanker	2019	7,995	As Agents only	Warrior marine
37	LONG WIND	VLCC	2011	320,142	As Agents only	Kaelthas Ahipping Co
38	OCEANIC FORTUNE	VLCC	2010	320,054	As Agents only	Hong Kong Xiang An
39	ACE SUPPLIER	PSV	2007	5,100	CMA(1)	Nestor Shipping S.A.
40	ARGEUS	Dual fuel LNG crude tanker	Aug 2025	155,500	*	Capital
41	ARISTOKLIS	Dual fuel LNG crude tanker	June 2026	155,500	*	Capital
42	ARCHELAOS	Dual fuel LNG crude tanker	July 2026	155,500	*	Capital
43	ARISTODIMOS	Dual fuel LNG crude tanker	Oct 2026	155,500	*	Capital
44	AYRTON	Dual fuel LNG crude tanker	Nov 2026	155,500	*	Capital
45	AMOR	Dual fuel LNG crude tanker	Jan 2027	155,500	*	Capital
46	ATHINAGORAS	Dual fuel LNG crude oil/product tanker	Sept 2026	112,500	*	Capital
47	ANDROKLOS	Dual fuel LNG crude oil/product tanker	July 2026	112,500	*	Capital
48	AMFITRION	Crude oil tanker	June 2027	307,000	*	Capital
49	ANEMOS II	Crude oil tanker	Oct 2027	307,000	*	Capital
50	ALEXANDER THE GREAT II	Crude oil tanker	Oct 2027	307,000	*	Capital
51	AKADIMOS	Crude oil tanker	Dec 2027	307,000	*	Capital

* Vessel is being constructed under a newbuild contract between Capital and a shipyard, and Capital has committed to entering that vessel into the Heidmar fleet at the time of delivery.

(1)

Vessel is under Company management through a commercial management agreement between its owner and Heidmar or a Heidmar Subsidiary.

(2)

Vessel operates in the Seadragon Pool.

(3)

Vessel operates in the Blue Fin Pool.

(4)

Vessel operates in the SeaLion Pool.

(5)

Vessel operates in the Dorado Pool.

Technical Management


	Vessel	Type	Built	Owner
1.	LANDBRIDGE PROSPERITY	VLCC	2016	Landbridge
2.	LANDBRIDGE FORTUNE	VLCC	2016	Landbridge
3.	LANDBRIDGE GLORY	VLCC	2019	Landbridge
4.	LANDBRIDGE HORIZON	VLCC	2019	Landbridge

Management of Operations

General Management

Overall responsibility for the oversight of the management of Heidmar rests with our management team, which consists of experienced and versatile professionals that can meet the needs of our business and daily operations. Mr. Pankaj Khanna, a veteran in the shipping industry and our Chief Executive Officer, has grown Heidmar’s managed fleet from six vessels in 2020 to 39 vessels as of the date of this prospectus. Mr. Khanna and our executive management personnel lead Heidmar’s global business with extensive industry connections and experience in the international shipping business with a focus on continuing to grow the business by expanding the number of vessels managed.

Daily Operations

Daily operation decisions relating to the conduct of Heidmar’s business, including managing its pools and charted vessels, are made by officers and employees under guidance and authority from Heidmar’s executive management in accordance with its governance framework.

Heidmar promotes a vibrant entrepreneurial environment and relies on dynamic executive, management and trading teams. The management teams have produced significant revenue growth and profitability for Heidmar. Heidmar has a strong, people-oriented culture that emphasizes integrity and transparency when serving the interests of all Heidmar stakeholders, from pool members to chartering customers and from employees to shareholders. Heidmar prides itself on its dedicated employees, at all organizational levels, which is evidenced by its low level of turnover over the long term. The outstanding management team has caused Heidmar to grow in size and to produce significant growth and profitability in challenging environments. As of December 31, 2024 Heidmar has approximately 57 employees based out of London, Greece, Singapore, Hong Kong and Dubai.

Heidmar also relies on the agents, suppliers and other third parties it engages with to ensure smooth and continued operation of its managed vessels, including fuel procurement, vessel crewing, technical support, maintenance, repairs, dry dockings, maintaining required vetting approvals and ensuring compliance with certifications from the classification societies and all other applicable regulatory requirements.

Liquidity and Capital Resources

Heidmar enjoys a base level of cash flows from the pool management business, which requires little to no capital expenditures. We believe this puts Heidmar in a cash-generative position with relatively low risk. Heidmar’s primary objective is to achieve further growth through strategic projects that add incremental vessels to the pools, thereby improving the cash generation capabilities of Heidmar. Its strong balance sheet and no debt contribute to preserving Heidmar’s significant liquidity for the implementation of these strategic projects.

Heidmar also generates positive cash flow in its charter operations as a result of having four charter-in contracts (including three vessels under time charter contracts on Heidmar’s account and one vessel under syndication) at competitive levels. Included in these contracts are options to extend the time charter period. Heidmar’s charter operations over the long term have a consistent track record of positive results.

At the parent level, Heidmar retains no material indebtedness. At our subsidiary level, indebtedness includes loan facilities between Macquarie Bank Limited and each respective Pool, with other Heidmar Subsidiaries acting only as agent (the “Pool Facilities”). Under our Pool Agreements, the costs of the Pool Facilities are passed through to the pool participants. Further, Heidmar incurs no liability under the Pool Facilities, and is fully indemnified by the pool and pool participants other than in the case of willful misconduct by Heidmar.

Customers and Suppliers

Heidmar’s depth of relationships with major oil companies allows Heidmar to provide its pool partners with access to a broad cargo base and perform fleet management of high scale and quality. The following list

represents some of the global energy and commodities companies that charter vessels from our Pools: Shell, Vitol, Trafigura, ExxonMobil, Emirates National Oil Company, U.A.E. (“ENOC”), Sinochem, ADNOC, BHP, ENI, Total, PTT, Bahri, LDC., Reliance, Glencore, Unipec, Equinor, Chevron Corporation and BP. Heidmar also maintains relationships with reliable suppliers including: Chevron Corporation, Vitol, Trafigura, Peninsula Pacific, Glencore, PetroChina Company Limited and NorthStar.

Our top three customers together in the aggregate accounted for 71% (between 13% and 45% each) of our total operating revenues during the year ended December 31, 2024, equivalent to $20.7 million of our total revenue. Our top three customers together in the aggregate accounted for 49.9% (between 11% and 22% each) of our total operating revenues during the year ended December 31, 2023, equivalent to $24.5 million of our total revenue. Our top three customers together in the aggregate accounted for 47% (between 12% and 20% each) of our total operating revenues during the year ended December 31, 2022, equivalent to $14.0 million of our total revenue.

Pool Partners

Since its formation, Heidmar has been providing its partners with economies of scale and fleet management expertise. Several of the participating shipowners have been with Heidmar for over a decade and they share Heidmar’s commitment to quality, safety, and environmentally friendly service in the transportation of crude oil and petroleum products. The following represent certain shipping companies who currently operate under Heidmar’s pool operating structure: Capital Ship Management Corp., Landbridge, COSCO Shipping, Liquimar Tankers Management Services Inc., the Great Eastern Shipping Co. Ltd., GMS, Metrostar Management Corp., and Pro Tankers. Heidmar seeks to maintain strong, long-term cordial relationships with all pool partners.

Environmental, Social & Governance

Heidmar has integrated environmental, social and governance policies into its internal process and operating philosophy. We believe that ESG principles are crucial to developing sustainable business that delivers long-term value for our partners and society. ESG is rising in prominence due to changes in public sentiment, values and behavior, impacts on financial value, climate change risks and increasing of opportunities in sustainable investing. Companies in our industry are called to respond to the new requirements related to ESG factors, measuring the impact of their activities and adapt the way they operate to meet industry’s goals and targets. We seek to apply ESG policies in all aspects of our business and are committed to being a trusted partner to the communities we serve.

Heidmar has three main areas of focus in demonstrating our commitment to ESG policies while operating our business. Our primary focus is on regulatory compliance; Heidmar has strict and clear polices to remain within regulatory compliance. The second area of focus is our constant effort to understand the external changes that will inevitably impact our business in the future and our persistent effort to build strong relationships with our partners. Lastly, we also focus on “resilience.” Heidmar monitors the changes in external factors which can apply pressure on our sustainability and seeks to minimize risks and discover new opportunities in achieving sustainability.

Environmental

As a fast growing tanker pool company, engaged primarily in the commercial management and chartering of oil and product tankers, Heidmar follows a ‘zero harm to people and the environment’ safety culture. We believe that tomorrow’s success will derive through sustainable development and learning. As such, environmental management best practices are a commitment that we are promoting and to which we are adhering.

We endeavor to comply with all relevant environmental legislation, building on the continuous awareness at all levels within Heidmar. Heidmar is committed in meeting initiatives that will prevent pollution, decarbonize shipping in line with IMO/European Union regulations and ensure environmentally sound practices off and on shore. To achieve this we are:

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directing our efforts to operate a fleet that follows the highest environmental standards, adopts latest technology solutions that reduce carbon footprint and comply with applicable regulations and treaties

•

adopted by the IMO and the European Commission and has a high impact for the protection of the marine environment and the improvement of social prosperity;

•

incentivizing our pool participants through our Pool Points formula for fuel and CO2 emissions reduction;

•

collecting CO2 data for each and every legs (ballast and laden) for all vessel voyages since the second half of 2022 using our in-house built eFleetWatch® technology;

•

seeking vessels to join our managed fleet that are fitted with ballast water management systems meeting regulatory requirements and industry standards;

•

supplying marine fuel oil that meets the required sulphur content;

•

maintaining a zero-oil spill history;

•

carrying out longer voyage routes using weather routing provided by industry reputed weather service providers, ensuring bunker consumption and voyage days are optimized, thereby reducing carbon footprint and delivering environmentally sound services to all our clients;

•

proactively looking for preferred arrangement to access any carbon credits on offer and increasing working capital facility for buying carbon credits from our extensive network of companies, traders and partners in the shipping industry;

•

promoting energy, water and waste management efficiency. We are committed to reducing electricity, water consumption and reduction of plastic as much as possible also into our corporate offices; and

•

educating, training and motivating employees to carry out tasks in an environmentally responsible manner.

Social

We are committed to social responsibility. Heidmar strives to foster an environment of diversity and inclusion, with a focus on empowering women and minorities, operating ethically and supporting the local communities.

Our responsibility is to ensure that our personnel, their families and the community are safe in the knowledge that the business culture we endeavor to cultivate is based on shared values: honesty, integrity, respect and an appreciation of all beliefs & backgrounds. We believe this positive culture, with inclusive leadership teams is crucial to successful delivery of our services.

Governance

Heidmar values its reputation for ethical behavior and financial integrity and reliability.

We are committed to maintaining the highest standards of ethics and compliance with all relevant laws wherever we do business including those related to anti-bribery and corruption.

We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and implementing and enforcing effective systems to counter bribery and corruption. All of our directors, officers and employees are strictly prohibited from offering, paying, soliciting or accepting bribes or kickbacks. We also maintain strong whistleblowing and anti-bribery policies and a general code of business conduct that encourages transparency and protects the people coming forward.

It is our policy to conduct all of our business in an honest and ethical manner. To achieve this, we:

•

are committed to upholding the highest corporate governance standards, professionalism and business integrity across all activities;

•

have established Heidmar’s code of business conduct, which is our framework to ensure that our work environment remains trustworthy by protecting our and our customers’ property and information and establishing clear guidelines for our daily business conduct and ethical behavior;

•

ensure all employees are adhering to high standards of behavior. Our employees are required to comply with all applicable laws and regulations as well as our internal policies and procedures. Our whistleblowing policy is an important element in detecting corrupt, illegal, or other undesirable conduct. Our policy allows employees to disclose information that they believe shows malpractice, unethical conduct or illegal practices in the workplace without being penalized in any way;

•

encouraging employees to report any violation, illegitimate practices, unethical conduct, misrepresentation of material facts, breaches of legal obligation or regulatory requirements and any infractions or potential infractions of our code of business conduct;

•

focusing on preventing anti-competitive behavior within all areas of our business;

•

prioritizing gender equality and ensuring that there are no differences in pay between men and women and to develop a diverse environment that embraces differences in age, nationality, gender identity, sexual orientation and disability;

•

prohibiting unlawful discrimination and inappropriate workplace conduct, such as harassment, violence or discrimination; and

•

adopting a strict sanctions compliance policy as part of all of our business transactions.

Seasonality

Historically, oil trade and, therefore, charter rates have increased in the winter months and eased in the summer months as demand for oil and oil products in the Northern Hemisphere rose in colder weather and fell in warmer weather. The tanker industry, in general, has become less dependent on the seasonal transport of heating oil than a decade ago as new uses for oil and oil products have developed, spreading consumption more evenly over the year. This is most apparent from the higher seasonal demand during the summer months due to energy requirements for air conditioning and motor vehicles.

Competition

The market for international seaborne crude and oil products transportation services is highly fragmented and competitive. Seaborne oil transportation services are generally provided by two main types of operators: major oil company captive fleets (both private and state-owned) and independent ship-owner fleets. In addition, several owners and operators pool their vessels together on an ongoing basis, and such pools are available to customers to the same extent as independently owned-and-operated fleets. Many major oil companies and other oil trading companies, the primary charterers of the vessels managed by us, also operate their own vessels and use such vessels not only to transport their own crude oil but also to transport crude oil for third party charterers in direct competition with independent owners and operators in the tanker charter market. Competition for charters is intense and is based upon price, location, size, age, condition and acceptability of the vessel and its manager. Competition is also affected by the availability of other size vessels to compete in the trades in which Heidmar engages. Charters are, to a large extent, brokered through international independent brokerage houses that specialize in finding the optimal ship for any particular cargo based on the aforementioned criteria. Brokers may be appointed

Environmental and Other Regulations in the Shipping Industry

Government regulation and laws significantly affect the ownership and operation of our fleet. We are subject to international conventions and treaties, national, state and local laws and regulations in force in the countries in which our managed vessels may operate or are registered relating to safety and health and environmental protection including the storage, handling, emission, transportation and discharge of hazardous and non-hazardous materials, and the remediation of contamination and liability for damage to natural resources. Compliance with such laws, regulations and other requirements entails significant expense, including vessel modifications and implementation of certain operating procedures.

A variety of government and private entities subject our managed vessels to both scheduled and unscheduled inspections. These entities include the local port authorities (applicable national authorities such as the USCG, harbor master or equivalent), classification societies, flag state administrations (countries of registry) and charterers, particularly terminal operators. Certain of these entities require us to obtain permits, licenses, certificates and other authorizations for the operation of our managed vessels. Failure to maintain necessary permits or approvals could require us to incur substantial costs or result in the temporary suspension of the operation of one or more of our managed vessels.

Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards. We are required to maintain operating standards for all of our managed vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with United States and international regulations. We believe that the operation of our managed vessels is in substantial compliance with applicable environmental laws and regulations and that our managed vessels have all

material permits, licenses, certificates or other authorizations necessary for the conduct of our operations. However, because such laws and regulations frequently change and may impose increasingly stricter requirements, we cannot predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our managed vessels. In addition, a future serious marine incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability.

Flag State

The flag state, as defined by the United Nations Convention on the Law of the Sea, is responsible for implementing and enforcing a broad range of international maritime regulations with respect to all ships granted the right to fly its flag. The “Shipping Industry Guidelines on Flag State Performance” evaluates flag states based on factors such as ratification, implementation and enforcement of principal international maritime treaties, supervision of surveys, compliance with International Labour Organization reporting, and participation at IMO meetings. Our managed vessels are flagged in Liberia, the Marshall Islands, Greece, Malta, Saudi Arabia, Cyprus and Indonesia.

International Maritime Organization

The IMO, the United Nations agency for maritime safety and the prevention of pollution by vessels (the “IMO”), has adopted MARPOL,the SOLAS Convention, and the International Convention on Load Lines of 1966 (the “LL Convention”). MARPOL establishes environmental standards relating to oil leakage or spilling, garbage management, sewage, air emissions, handling and disposal of noxious liquids and the handling of harmful substances in packaged forms. MARPOL is applicable to dry bulk, tanker and LNG carriers, among other vessels, and is broken into six Annexes, each of which regulates a different source of pollution. Annex I relates to oil leakage or spilling; Annexes II and III relate to harmful substances carried in bulk in liquid or in packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI, lastly, relates to air emissions. Annex VI was separately adopted by the IMO in September of 1997; new emission standards titled IMO-2020 took effect on January 1, 2020.

In 2012, IMO’s MEPC adopted a resolution amending the International Code for the Construction and Equipment of Ships Carrying Dangerous Chemicals in Bulk, or the “IBC Code”. The provisions of the IBC Code are mandatory under MARPOL and the SOLAS Convention. These amendments, which entered into force in June 2014 and took effect on January 1, 2021, pertain to revised international certificates of fitness for the carriage of dangerous chemicals in bulk and identifying new products that fall under the IBC Code. We may need to make certain financial expenditures to comply with these amendments.

In 2013, the MEPC adopted a resolution amending MARPOL Annex I Condition Assessment Scheme, or “CAS”. These amendments became effective on October 1, 2014, and require compliance with the 2011 International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, or “ESP Code”, which provides for enhanced inspection programs. We may need to make certain financial expenditures to comply with these amendments.

Air Emissions

In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution from vessels. Effective May 2005, Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from all commercial vessel exhausts and prohibits “deliberate emissions” of ozone depleting substances (such as halons and chlorofluorocarbons), emissions of volatile compounds from cargo tanks, and the shipboard incineration of specific substances. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions, as explained below. Emissions of “volatile organic compounds” from certain vessels, and the shipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls, or PCBs) are also prohibited. We believe that all our managed vessels are currently compliant in all material respects with these regulations.

The MEPC adopted amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide, particulate matter and ozone depleting substances, which entered into force on July 1, 2010. The amended Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the amount of sulfur contained in any fuel oil used on board ships. MEPC 70 agreed to implement a global 0.5% m/m sulfur oxide emissions limit (reduced from 3.50%) starting from January 1, 2020. This limitation can be met by using low-sulfur compliant fuel oil, alternative fuels, or certain exhaust gas cleaning systems. Ships are now required to obtain

bunker delivery notes and International Air Pollution Prevention (“IAPP”) Certificates from their flag states that specify sulfur content. Additionally, at MEPC 73, amendments to Annex VI to prohibit the carriage of bunkers above 0.5% sulfur on ships were adopted and took effect on March 1, 2020, with the exception of vessels fitted with exhaust gas cleaning equipment (“scrubbers”) which can carry fuel of higher sulfur content. These regulations subject ocean-going vessels to stringent emission controls, and may cause us to incur substantial costs.

Sulfur content standards are even stricter within certain ECAs. As of January 1, 2015, ships operating within an ECA were not permitted to use fuel with sulfur content in excess of 0.1% m/m. Amended Annex VI establishes procedures for designating new ECAs. Currently, the IMO has designated five ECAs, including specified portions of the Baltic Sea area, Mediterranean Sea area, North Sea area, North American area and United States Caribbean area. The Mediterranean Sea became an ECA on May 1, 2024, and compliance obligations will begin May 1, 2025. Ocean-going vessels in these areas will be subject to stringent emission controls and may cause us to incur additional costs. Other areas in China are subject to local regulations that impose stricter emission controls. In July 2023, MEPC 80 announced three new ECA proposals, including the Canadian Arctic waters and the North-East Atlantic Ocean, which were adopted in draft amendments to Annex IV that will enter into force in March 2026. If other ECAs are approved by the IMO, or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the EPA or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations.

The amended Annex VI also established new tiers of stringent nitrogen oxide emissions standards for marine diesel engines, depending on their date of installation. Tier III NOx standards were designed for the control of NOx produced by vessels and apply to ships that operate in the North American and U.S. Caribbean Sea ECAs with marine diesel engines installed and constructed on or after January 1, 2016. Tier III requirements could apply to additional areas designated for Tier III NOx in the future. At MEPC 70 and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxide for ships built on or after January 1, 2021. The EPA promulgated equivalent (and in some senses stricter) emissions standards in 2010. As a result of these designations or similar future designations, we may be required to incur additional operating or other costs.

At MEPC 70, Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018 and requires ships above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database, with the first year of data collection having commenced on January 1, 2019. The IMO used such data as part of its initial roadmap (through 2023) for developing its strategy to reduce greenhouse gas emissions from ships, as discussed further below.

As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for ships. All ships are now required to develop and implement SEEMP, and new ships must be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index (“EEDI”). Under these measures, by 2025, all new ships built will be 30% more energy efficient than those built in 2014. MEPC 75 adopted amendments to MARPOL Annex VI which brings forward the effective date of the EEDI’s “phase 3” requirements from January 1, 2025 to April 1, 2022 for several ship types, including gas carriers, general cargo ships, and LNG carriers.

Additionally, in 2022, MEPC amended Annex VI to impose new regulations to reduce greenhouse gas emissions from ships. These amendments introduce requirements to assess and measure the energy efficiency of all ships and set the required attainment values, with the goal of reducing the carbon intensity of international shipping. The requirements include (1) a technical requirement to reduce carbon intensity based on a new EEXI, and (2) operational carbon intensity reduction requirements, based on a new operational CII. The attained EEXI is required to be calculated for ships of 400 gross tonnage and above, in accordance with different values set for ship types and categories. With respect to the CII, the draft amendments would require ships of 5,000 gross tonnage to document and verify their actual annual operational CII achieved against a determined required annual operational CII. All ships above 400 gross tonnage must also have an approved SEEMP on board. For ships above 5,000 gross tonnage, the SEEMP needs to include certain mandatory content. That same year, MEPC amended MARPOL Annex I to prohibit the use and carriage for use as fuel of heavy fuel oil (“HFO”) by ships in Arctic waters on and after July 1, 2024. In 2021, MEPC 77 adopted a non-binding resolution which urges Member States and ship operators to voluntarily use distillate or other cleaner alternative fuels or methods of propulsion that are safe for ships and could contribute to the reduction of Black Carbon emissions from ships when operating in or near the Arctic. MEPC 79 adopted amendments to MARPOL Annex VI, Appendix IX to include the attained and required CII values, the CII

rating and attained EEXI for existing ships in the required information to be submitted to the IMO Ship Fuel Oil Consumption Database. MEPC 79 also revised the EEDI calculation guidelines to include a CO2 conversion factor for ethane, a reference to the updated ITCC guidelines, and a clarification that in case of a ship with multiple load line certificates, the maximum certified summer draft should be used when determining the deadweight. These amendments entered into force on May 1, 2024. In July 2023, MEPC 80 approved the plan for reviewing CII regulations and guidelines, which must be completed at the latest by January 1, 2026. This review commenced at MEPC 82 in Fall 2024, and there will be no immediate changes to the CII framework, including correction factors and voyage adjustments, before the review is completed.

We may incur costs to comply with these revised standards. Additional or new conventions, laws and regulations may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition.

Safety Management System Requirements

The SOLAS Convention was amended to address the safe manning of vessels and emergency training drills. The Convention of Limitation of Liability for Maritime Claims (the “LLMC”) sets limitations of liability for a loss of life or personal injury claim or a property claim against ship owners. We believe that our managed vessels are in substantial compliance with SOLAS and LLMC standards.

Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (the “ISM Code”), our operations are also subject to environmental standards and requirements. The ISM Code requires the party with operational control of a vessel to develop an extensive safety management system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and for responding to emergencies. The failure of a vessel owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports.

The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they operate. This certificate evidences compliance by a vessel’s management with the ISM Code requirements for a safety management system. No vessel can obtain a safety management certificate unless its manager has been awarded a document of compliance, issued by each flag state, under the ISM Code.

Regulation II-1/3-10 of the SOLAS Convention governs ship construction and stipulates that ships over 150 meters in length must have adequate strength, integrity and stability to minimize risk of loss or pollution. Goal- based standards amendments in SOLAS regulation II-1/3-10 entered into force in 2012, with July 1, 2016 set for application to new oil tankers and bulk carriers. The SOLAS Convention regulation II-1/3-10 on goal-based ship construction standards for bulk carriers and oil tankers, which entered into force on January 1, 2012, requires that all oil tankers and bulk carriers of 150 meters in length and above, for which the building contract is placed on or after July 1, 2016, satisfy applicable structural requirements conforming to the functional requirements of the International Goal-based Ship Construction Standards for Bulk Carriers and Oil Tankers (“GBS Standards”).

Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code (“IMDG Code”). Effective January 1, 2018, the IMDG Code includes (1) the provisions for radioactive material, reflecting the latest provisions from the International Atomic Energy Agency, (2) marking, packing and classification requirements for dangerous goods, and (3) mandatory training requirements. Amendments which took effect on January 1, 2020 also reflect the latest material from the UN Recommendations on the Transport of Dangerous Goods, including (1) provisions regarding IMO type 9 tank, (2) abbreviations for segregation groups, and (3) special provisions for carriage of lithium batteries and of vehicles powered by flammable liquid or gas. Additional amendments, which came into force on June 1, 2022, include (1) addition of a definition of dosage rate, (2) additions to the list of high consequence dangerous goods, (3) new provisions for medical/clinical waste, (4) addition of various ISO standards for gas cylinders, (5) a new handling code, and (6) changes to stowage and segregation provisions.

The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (“STCW”). As of February 2017, all seafarers are required to meet the STCW standards and be in possession of a valid STCW certificate. Flag states that have ratified SOLAS and STCW generally employ the classification societies, which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance.

Furthermore, recent action by the IMO’s Maritime Safety Committee and United States agencies indicates that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. By IMO resolution, administrations are encouraged to ensure that cyber- risk management systems are incorporated by ship-owners and managers by their first annual Document of Compliance audit after January 1, 2021. In February 2021, the U.S. Coast Guard published guidance on addressing cyber risks in a vessel’s safety management system. This might cause companies to create additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. The impact of such regulations is hard to predict at this time.

In June 2022, SOLAS also set out new amendments that took effect on January 1, 2024, which included new requirements for: (1) the design for safe mooring operations, (2) the Global Maritime Distress and Safety System (“GMDSS”), (3) watertight integrity, (4) watertight doors on cargo ships, (5) fault-isolation of fire detection systems, (6) life-saving appliances, and (7) safety of ships using LNG as fuel. These new requirements may impact the cost of our operations.

Pollution Control and Liability Requirements

The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatories to such conventions. For example, the IMO adopted an International Convention for the Control and Management of Ships’ Ballast Water and Sediments (the “BWM Convention”) in 2004. The BWM Convention entered into force on September 8, 2017. The BWM Convention requires ships to manage their ballast water to remove, render harmless, or avoid the uptake or discharge of new or invasive aquatic organisms and pathogens within ballast water and sediments. The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits, and require all ships to carry a ballast water record book and an international ballast water management certificate.

On December 4, 2013, the IMO Assembly passed a resolution revising the application dates of the BWM Convention so that the dates are triggered by the entry into force date and not the dates originally in the BWM Convention. This, in effect, makes all vessels delivered before the entry into force date “existing vessels” and allows for the installation of ballast water management systems on such vessels at the first International Oil Pollution Prevention (“IOPP”) renewal survey following entry into force of the convention.

The MEPC maintains guidelines for approval of ballast water management systems (G8). At MEPC 72, amendments were adopted to extend the date existing vessels are subject to certain ballast water standards. Ships over 400 gross tons generally must comply with a “D-1 standard,” requiring the exchange of ballast water only in open seas and away from coastal waters. The “D-2 standard” specifies the maximum amount of viable organisms allowed to be discharged, and compliance dates vary depending on the IOPP renewal dates. These standards have been in force since 2019, and for most ships, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms. Ballast water management systems, which include systems that make use of chemical, biocides, organisms or biological mechanisms, or which alter the chemical or physical characteristics of the ballast water, must be approved in accordance with IMO Guidelines (Regulation D-3). Since September 8, 2024, all ships must meet the D-2 standard. Costs of compliance with these regulations may be substantial. Additionally, in November 2020, MEPC 75 adopted amendments to the BWM Convention which would require a commissioning test of the ballast water management system for the initial survey or when performing an additional survey for retrofits. This analysis will not apply to ships that already have an installed BWM system certified under the BWM Convention. These amendments have entered into force on June 1, 2022. In December 2022, MEPC 79 agreed that it should be permitted to use ballast tanks for temporary storage of treated sewage and grey water. MEPC 79 also established that ships are expected to return to D-2 compliance after experiencing challenging uptake water and bypassing a BWM system should only be used as a last resort. In July 2023, MEPC 80 approved a plan for a comprehensive review of the BWM Convention over the next three years and the corresponding development of a package of amendments to the Convention. MEPC 80 also adopted further amendments relating to Appendix II of the BWM Convention concerning the form of the Ballast Water Record Book, which are expected to enter into force in February 2025. A protocol for ballast water compliance monitoring devices and unified interpretation of the form of the BWM Convention certificate were also adopted. In March 2024, MEPC 81 adopted amendments to the BWM Convention concerning the use of Ballast Water Record Books in electronic form, which are expected to enter into force in October 2025. Pursuant to the ongoing review, in Fall 2024, MEPC 82 approved the 2024 Guidance on ballast water record keeping and reporting and the 2024 Guidance for Administrations on the type approval process for ballast water management systems to support harmonized evaluation by Administrations.

Once mid-ocean exchange ballast water treatment requirements become mandatory under the BWM Convention, the cost of compliance could increase for ocean carriers and may have a material effect on our operations. However, many countries already regulate the discharge of ballast water carried by vessels from country to country to prevent the introduction of invasive and harmful species via such discharges. The U.S., for example, requires vessels entering its waters from another country to conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements.

The IMO adopted the CLC in 1969, as amended by different Protocols in 1976, 1984, and 1992, and amended in 2000. Under the CLC and depending on whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a vessel’s registered owner may be strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain exceptions. The 1992 Protocol changed certain limits on liability expressed using the International Monetary Fund currency unit, the Special Drawing Rights. The limits on liability have since been amended so that the compensation limits on liability were raised. The right to limit liability is forfeited under the CLC where the spill is caused by the shipowner’s actual fault and under the 1992 Protocol where the spill is caused by the shipowner’s intentional or reckless act or omission where the shipowner knew pollution damage would probably result. The CLC requires ships over 2,000 tons covered by it to maintain insurance covering the liability of the owner in a sum equivalent to an owner’s liability for a single incident. All pool vessels have protection and indemnity insurance for environmental incidents. P&I Clubs in the International Group issue the required Bunkers Convention “Blue Cards” to enable signatory states to issue certificates. All of our managed vessels are in possession of a CLC State issued certificate attesting that the required insurance coverage is in force. Heidmar also maintains charterers’ liability insurance.

The IMO also adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage (the “Bunker Convention”) to impose strict liability on ship owners (including the registered owner, bareboat charterer, manager or operator) for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the LLMC). With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in ship’s bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur.

Ships are required to maintain a certificate attesting that they maintain adequate insurance to cover an incident. In jurisdictions, such as the United States where the CLC or the Bunker Convention has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or on a strict-liability basis.

Anti-Fouling Requirements

In 2001, the IMO adopted the International Convention on the Control of Harmful Anti-fouling Systems on Ships, or the “Anti-fouling Convention”. The Anti-fouling Convention, which entered into force on September 17, 2008, prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels. Vessels of over 400 gross tons engaged in international voyages will also be required to undergo an initial survey before the vessel is put into service or before an International Anti-fouling System Certificate (the “IAFS Certificate”) is issued for the first time; and subsequent surveys when the anti- fouling systems are altered or replaced.

In November 2020, MEPC 75 approved draft amendments to the Anti-fouling Convention to prohibit anti- fouling systems containing cybutryne, which would apply to ships from January 1, 2023, or, for ships already bearing such an anti-fouling system, at the next scheduled renewal of the system after that date, but no later than 60 months following the last application to the ship of such a system. In addition, the IAFS Certificate has been updated to address compliance options for anti-fouling systems to address cybutryne. Ships which are affected by this ban on cybutryne must receive an updated IAFS Certificate no later than two years after the entry into force of these amendments. Ships which are not affected (i.e. with anti-fouling systems which do not contain cybutryne) must receive an updated IAFS Certificate at the next anti-fouling application to the vessel. These amendments were formally adopted at MEPC 76 in June 2021 and entered into force on January 1, 2023.

United States Regulations

The U.S. Oil Pollution Act of 1990 and the Comprehensive Environmental Response, Compensation and Liability Act

The OPA established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. OPA affects all “owners and operators” whose vessels trade or operate within the U.S., its territories and possessions or whose vessels operate in U.S. waters, which includes the U.S.’s territorial sea and its 200 nautical mile exclusive economic zone around the U.S. The U.S. has also enacted CERCLA, which applies to the discharge of hazardous substances other than oil, except in limited circumstances, whether on land or at sea. OPA and CERCLA both define “owner and operator” in the case of a vessel as any person owning, operating or chartering by demise, the vessel. Both OPA and CERCLA impact our operations.

Under OPA, vessel owners and operators are “responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel). OPA defines these other damages broadly to include:

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injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;

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injury to, or economic losses resulting from, the destruction of real and personal property;

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loss of subsistence use of natural resources that are injured, destroyed or lost;

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net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;

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lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and

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net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.

OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs. On December 23, 2022, the USCG issued a final rule to adjust the limitation of liability under the OPA. Effective March 23, 2023, the new adjusted limits of OPA liability for a tank vessel, other than a single-hull tank vessel, over 3,000 gross tons liability to the greater of $2,500 per gross ton or $21,521,300 (previous limit was $2,300 per gross ton or $19,943,400). Effective March 23, 2023, the new adjusted limits of OPA liability for non-tank vessels, edible oil tank vessels, and any oil spill response vessels, to the greater of $1,300 per gross ton or $1,076,000 (previous limit was $1,200 per gross ton or $997,100). These limits of liability do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship), or a responsible party’s gross negligence or willful misconduct. The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident as required by law where the responsible party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.

CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damages for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing the same, and health assessments or health effects studies. There is no liability if the discharge of a hazardous substance results solely from the act or omission of a third party, an act of God or an act of war. Liability under CERCLA is limited to the greater of $300 per gross ton or $5.0 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted from willful misconduct or negligence, or the primary cause of the release was a violation of applicable safety, construction or operating standards or regulations. The limitation on liability also does not apply if the responsible person fails or refused to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA.

OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law. OPA and CERCLA both require owners and operators of vessels to establish and maintain with the USCG evidence of financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible person may be subject. Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee. We comply and intend to comply going forward with the USCG’s financial responsibility regulations by providing applicable certificates of financial responsibility.

The 2010, Deepwater Horizon oil spill in the Gulf of Mexico resulted in additional regulatory initiatives or statutes, including higher liability caps under OPA, new regulations regarding offshore oil and gas drilling, and a pilot inspection program for offshore facilities. However, several of these initiatives and regulations have been or may be revised as a result of political changes. For example, the U.S. Bureau of Safety and Environmental Enforcement’s (“BSEE”) revised Production Safety Systems Rule (“PSSR”), effective December 27, 2018, modified and relaxed certain environmental and safety protections under the 2016 PSSR. However, in August 2023, under a new administration, the BSEE released a final Well Control Rule, which strengthens testing and performance requirements, and may affect offshore drilling operations.

In January 2021, the Biden administration issued an executive order temporarily blocking new leases for oil and gas drilling in federal waters , but ultimately, the order was rendered ineffective by a permanent injunction issued by a Louisiana court. After being blocked by the courts, in September 2023, the Biden administration announced a scaled back offshore oil drilling plan, including just three oil lease sales in the Gulf of Mexico. On January 6, 2025, the Biden administration announced a ban on new offshore oil and gas drilling in more than 625 million acres of U.S. waters on the Atlantic and Pacific coasts and in Alaska, but Louisiana-led states and fossil fuel groups are challenging the ban. On January 20, 2025, President Trump issued an executive order revoking this ban, but will also likely face legal challenge over this revocation. The Trump administration has also proposed leasing new sections of U.S. waters to oil and gas companies for offshore drilling. With these rapid changes, compliance with any new requirements of OPA and future legislation or regulations applicable to the operation of our managed vessels could impact the cost of our operations and adversely affect our business.

OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided they accept, at a minimum, the levels of liability established under OPA. Some states have enacted legislation providing for unlimited liability for oil spills, and many U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. Moreover, some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters, although in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining vessel owners’ responsibilities under these laws. These laws may be more stringent than U.S. federal law. We intend to comply with all applicable state regulations in the ports where our managed vessels call.

Our pool participants currently maintain pollution liability coverage insurance in the amount of $1.0 billion per incident for each of the vessels. If the damages from a catastrophic spill were to exceed their insurance coverage, it could have an adverse effect on our business and results of operations.

Other United States Environmental Initiatives

The U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990) (“CAA”) requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. Our managed vessels are subject to vapor control and recovery requirements for certain cargoes when loading, unloading, ballasting, cleaning and conducting other operations in regulated port areas. The CAA also requires states to draft State Implementation Plans, or “SIPs”, designed to attain national health-based air quality standards in each state. Although state-specific, SIPs may include regulations concerning emissions resulting from vessel loading and unloading operations by requiring the installation of vapor control equipment. Our managed vessels operating in such regulated port areas with restricted cargoes are equipped with vapor recovery systems that satisfy these existing requirements.

The U.S. Clean Water Act (“CWA”) prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly-issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. In 2015, the

EPA expanded the definition of “waters of the United States” (“WOTUS”), thereby expanding federal authority under the CWA. Following litigation on the revised WOTUS rule, in December 2018, the EPA and Department of the Army proposed a revised, limited definition of WOTUS. In 2019 and 2020, the agencies repealed the prior WOTUS Rule and promulgated the Navigable Waters Protection Rule (“NWPR”) which significantly reduced the scope and oversight of EPA and the Department of the Army in traditionally non-navigable waterways. On August 30, 2021 a federal district court in Arizona vacated the NWPR and directed the agencies to replace the rule with the pre-2015 definition. In January 2023, the revised WOTUS rule was codified in place of the vacated NWPR. On May 25, 2023, the United States Supreme Court ruled in the case Sackett v. EPA that only wetlands and permanent bodies of water with a “continuous surface connection” to “traditional interstate navigable waters” are covered by the CWA, further narrowing the application of the WOTUS rule. On August 2023, the EPA and the Department of the Army issued the final WOTUS rule, effective September 8, 2023, that largely reinstated the pre-2015 definition and applied the Sackett ruling.

The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our managed vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial costs, and/or otherwise restrict our managed vessels from entering U.S. Waters.

The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to the Vessel Incidental Discharge Act (“VIDA”), which was signed into law on December 4, 2018 and replaces the 2013 Vessel General Permit (“VGP”) program (which authorizes discharges incidental to operations of commercial vessels and contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in U.S. waters, stringent requirements for exhaust gas scrubbers, and requirements for the use of environmentally acceptable lubricants) and current Coast Guard ballast water management regulations adopted under the U.S. National Invasive Species Act (“NISA”), such as mid-ocean ballast exchange programs and installation of approved USCG technology for all vessels equipped with ballast water tanks bound for U.S. ports or entering U.S. waters. VIDA establishes a new framework for the regulation of vessel incidental discharges under CWA, requires the EPA to develop performance standards for those discharges within two years of enactment, and requires the U.S. Coast Guard to develop implementation, compliance, and enforcement regulations within two years of EPA’s promulgation of standards. On September 24, 2024, the EPA finalized its rule on Vessel Incidental Discharge Standards of Performance, which means that the U.S. Coast Guard must now develop corresponding regulations regarding ballast water within two years of that date. Under VIDA, all provisions of the 2013 VGP and USCG regulations regarding ballast water treatment remain in force and effect until the EPA and U.S. Coast Guard regulations are finalized. Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice of Intent (“NOI”) or retention of a PARI form and submission of annual reports. Our pool participants have submitted NOIs for our managed vessels where required. Compliance with the EPA, U.S. Coast Guard and state regulations could require the installation of ballast water treatment equipment on our managed vessels or the implementation of other port facility disposal procedures at potentially substantial cost, or may otherwise restrict our managed vessels from entering U.S. waters.

European Union Regulations

In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship- source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water. Aiding and abetting the discharge of a polluting substance may also lead to criminal penalties. The directive applies to all types of vessels, irrespective of their flag, but certain exceptions apply to warships or where human safety or that of the ship is in danger. Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims. Regulation (EU) 2015/757 of the European Parliament and of the Council of 29 April 2015 (amending EU Directive 2009/16/EC) governs the monitoring, reporting and verification of carbon dioxide emissions from maritime transport, and, subject to some exclusions, requires companies with ships over 5,000 gross tonnage to monitor and report carbon dioxide emissions annually which may cause us to incur additional expenses.

The European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age, and flag as well as the number of times the ship has been detained. The European Union also adopted and extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for repeated offenses. The regulation also provided the European Union

with greater authority and control over classification societies, by imposing more requirements on classification societies and providing for fines or penalty payments for organizations that failed to comply. Furthermore, the EU has implemented regulations requiring vessels to use reduced sulfur content fuel for their main and auxiliary engines. The EU Directive 2005/33/EC (amending Directive 1999/32/EC) introduced requirements parallel to those in Annex VI relating to the sulfur content of marine fuels. In addition, the EU imposed a 0.1% maximum sulfur requirement for fuel used by ships at berth in the Baltic, the North Sea and the English Channel (the so called “SOx-Emission Control Area”). As of January 2020, EU member states must also ensure that vessels in all EU waters, except the SOx-Emission Control Area, use fuels with a 0.5% maximum sulfur content.

On September 15, 2020, the European Parliament voted to include greenhouse gas emissions from the maritime sector in the European Union’s carbon market, the EU ETS as part of its “Fit-for-55” legislation to reduce net greenhouse gas emissions by at least 55% by 2030. This will require shipowners to buy permits to cover these emissions. On December 18, 2022, the Environmental Council and European Parliament agreed to include maritime shipping emissions within the scope of the EU ETS on a gradual introduction of obligations for shipping companies to surrender allowances equivalent to a portion of their carbon emissions: 40% for verified emissions from 2024, 70% for 2025 and 100% for 2026. Most large vessels will be included in the scope of the EU ETS from the start. Big offshore vessels of 5,000 gross tonnage and above will be included in the ‘MRV’ on the monitoring, reporting and verification of CO2 emissions from maritime transport regulation from 2025 and in the EU ETS from 2027. General cargo vessels and off-shore vessels between 400-5,000 gross tonnage will be included in the MRV regulation from 2025 and their inclusion in EU ETS will be reviewed in 2026. Furthermore, starting from January 1, 2026, the ETS regulations will expand to include emissions of two additional greenhouse gases: nitrous oxide and methane. The EU also adopted the FuelEU Maritime regulation, a proposal included in the "Fit-for-55" legislation. From January 2025, FuelEU Maritime sets requirements on the annual average GHG intensity of energy used by ships trading within the EU or European Economic Area (EEA). This intensity is measured as GHG emissions per energy unit (gCO2e/MJ) and, in turn, GHG emissions are calculated in a well-to-wake perspective. The calculation takes into account emissions related to the extraction, cultivation, production and transportation of fuel, in addition to emissions from energy used on board the ship. The baseline for the calculation is the average well-to-wake GHG intensity of the fleet in 2020: 91.16 gCO2e/MJ. This will start at a 2% reduction in 2025, increasing to 6% in 2030, and accelerating from 2035 to reach an 80% reduction by 2050.

Compliance with the EU ETS and FuelEU Maritime regulations will result in additional compliance and administration costs to properly incorporate the provisions of the Directive into our business routines. Additional EU regulations which are part of the EU’s “Fit-for-55,” could also affect our financial position in terms of compliance and administration costs when they take effect.

International Labour Organization

The International Labour Organization (the “ILO”) is a specialized agency of the UN that has adopted the Maritime Labour Convention 2006 (“MLC 2006”). A Maritime Labour Certificate and a Declaration of Maritime Labour Compliance is required to ensure compliance with the MLC 2006 for all ships that are 500 gross tonnage or over and are either engaged in international voyages or flying the flag of a member and operating from a port, or between ports, in another country. We believe that all our managed vessels are in substantial compliance with and are certified to meet MLC 2006.

Greenhouse Gas Regulation

Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions. International negotiations are continuing with respect to a successor to the Kyoto Protocol, and restrictions on shipping emissions may be included in any new treaty. In December 2009, more than 27 nations, including the U.S. and China, signed the Copenhagen Accord, which includes a non-binding commitment to reduce greenhouse gas emissions. The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from ships. The U.S. initially entered into the agreement, but on June 1, 2017, the Trump administration announced that the United States intends to withdraw from the Paris Agreement, and the withdrawal became effective on November 4, 2020. On January 20, 2021, the Biden administration issued an executive order to rejoin the Paris Agreement, which the U.S. officially rejoined on February 19, 2021. In January 2025, President Trump signed an executive order to begin the withdrawal of the United States from the Paris Agreement.

At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for developing a comprehensive IMO strategy on reduction of greenhouse gas emissions from ships was approved. In accordance with this roadmap, in April 2018, nations at the MEPC 72 adopted an initial strategy to reduce greenhouse gas emissions from ships. The initial strategy identifies “levels of ambition” to reduce greenhouse gas emissions and notes that technological innovation, alternative fuels and/or energy sources for international shipping will be integral to achieve the ambitions. At MEPC 77, the Member States agreed to initiate the revision of the Initial IMO Strategy on Reduction of GHG emissions from ships, recognizing the need to strengthen the “levels of ambition.” In July 2023, MEPC 80 adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, which builds upon the initial strategy’s levels of ambition. The revised levels of ambition include (1) further decreasing the carbon intensity from ships through improvement of energy efficiency; (2) reducing carbon intensity of international shipping; (3) increasing adoption of zero or near-zero emissions technologies, fuels, and energy sources; and (4) achieving net zero GHG emissions from international shipping. Furthermore, the following indicative checkpoints were adopted in order to reach net zero GHG emissions from international shipping: i). reduce the total annual GHG emissions from international shipping by at least 20%, striving for 30%, by 2030, compared to 2008 levels; and ii).reduce the total annual GHG emissions from international shipping by at least 70%, striving for 80%, by 2040, compared to 2008 levels. In March 2024, MEPC 81 further developed the goal-based marine fuel standard regulating the phased reduction of marine fuel’s GHG intensity as part of its mid-term measures. In Fall 2024, MEPC 82 made further progress on the development of these mid-term measures, and the Committee is expected to approve amendments at MEPC 83 (Spring 2025) for adoption in October 2025. These regulations may cause us to incur additional substantial expenses in the future and therefore could impact the cost of our operations and adversely affect our business.

The EU made a unilateral commitment to reduce overall greenhouse gas emissions from its member states from 20% of 1990 levels by 2020. The EU also committed to reduce its emissions by 20% under the Kyoto Protocol’s second period from 2013 to 2020. Starting in January 2018, large ships over 5,000 gross tonnage calling at EU ports are required to collect and publish data on carbon dioxide emissions and other information. Under the European Climate Law, the EU committed to reduce its net greenhouse gas emissions by at least 55% by 2030 through its “Fit-for-55” legislation package. As part of this initiative, regulations relating to the inclusion of greenhouse gas emissions from the maritime sector in the European Union’s carbon market, EU ETS, has been extended to cover CO2 emissions from all large ships entering EU ports starting January 2024.

In the United States, the EPA issued a finding that greenhouse gases endanger the public health and safety, adopted regulations to limit greenhouse gas emissions from certain mobile sources, and proposed regulations to limit greenhouse gas emissions from large stationary sources. However, in March 2017, the Trump administration issued an executive order to review and possibly eliminate the EPA’s plan to cut greenhouse gas emissions, on August 13, 2020, the EPA released rules rolling back standards to control methane and volatile organic compound emissions from new oil and gas facilities. In early 2021, the Biden administration directed the EPA to publish a proposed rule suspending, revising, or rescinding certain of these rules. The resulting final rule was issued in December 2023. Such rules may be subject to revision or revocation following the change in federal administration beginning in 2025. The EPA or individual states could enact these or other environmental regulations that could affect our operations.

Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant financial expenditures which we cannot predict with certainty at this time. Even in the absence of climate control legislation, our business may be indirectly affected to the extent that climate change may result in sea level changes or certain weather events.

Vessel Security Regulations

Since the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives intended to enhance vessel security such as the MTSA. To implement certain portions of the MTSA, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities, some of which are regulated by the EPA.

Similarly, Chapter XI-2 of the SOLAS Convention imposes detailed security obligations on vessels and port authorities and mandates compliance with the ISPS Code. The ISPS Code is designed to enhance the security of ports and ships against terrorism. To trade internationally, a vessel must attain an International Ship Security Certificate (“ISSC”) from a recognized security organization approved by the vessel’s flag state. Ships operating without a valid certificate may be detained, expelled from, or refused entry at port until they obtain an ISSC. The various requirements, some of which are found in the SOLAS Convention, include, for example:

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on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship’s identity, position, course, speed and navigational status;

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on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore;

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the development of vessel security plans;

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ship identification number to be permanently marked on a vessel’s hull;

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a continuous synopsis record kept onboard showing a vessel’s history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship’s identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and

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compliance with flag state security certification requirements.

The USCG regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures, provided such vessels have on board a valid ISSC that attests to the vessel’s compliance with the SOLAS Convention security requirements and the ISPS Code. Future security measures could have a significant financial impact on us. We intend to comply with the various security measures addressed by MTSA, the SOLAS Convention and the ISPS Code.

The cost of vessel security measures has also been affected by the escalation in the frequency of acts of piracy against ships, notably off the coast of Somalia, including the Gulf of Aden and Arabian Sea area. Substantial loss of revenue and other costs may be incurred as a result of detention of a vessel or additional security measures, and the risk of uninsured losses could significantly affect our business. Costs are incurred in taking additional security measures in accordance with Best Management Practices to Deter Piracy, notably those contained in the BMP5 industry standard.

Inspection by Classification Societies

The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and SOLAS. Most insurance underwriters make it a condition for insurance coverage and lending that a vessel be certified “in class” by a classification society which is a member of the International Association of Classification Societies (“IACS”). The IACS has adopted harmonized Common Structural Rules, or “the Rules”, which apply to oil tankers and bulk carriers contracted for construction on or after July 1, 2015. The Rules attempt to create a level of consistency between IACS Societies. All of our managed vessels are certified as being “in class” by all the applicable classification societies (e.g., American Bureau of Shipping, Lloyd’s Register of Shipping).

A vessel must undergo annual surveys, intermediate surveys, drydockings and special surveys. In lieu of a special survey, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Every vessel is also required to carry out a bottom survey every 30 to 36 months for inspection of the underwater parts of the vessel as dictated by statutory and class regulations. If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our loan agreements. Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations.

Risk of Loss and Liability Insurance

General

The operation of any cargo vessel includes risks such as mechanical failure, physical damage, collision, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, piracy incidents, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which imposes virtually unlimited liability upon shipowners, operators and bareboat charterers of any vessel trading in the exclusive economic zone of the United States for certain oil pollution accidents in the United States, has made liability insurance more expensive for shipowners and operators trading in the United States market. We carry insurance coverage as customary in our industry. However, not all risks can be insured, specific claims may be rejected, and we might not be always able to obtain adequate insurance coverage at reasonable rates.

Hull and Machinery Insurance

Our pool participants procure hull and machinery insurance and protection and indemnity insurance, which includes environmental damage and pollution insurance and war risk insurance, and we procure charters liability insurance, charterers freight insurance and demurrage and defense insurance for our fleet. We generally do not maintain insurance against loss of hire on our operated fleet, which covers business interruptions that result in the loss of use of a vessel.

MANAGEMENT

Directors and Executive Officers

Our Board of Directors and executive officers oversee and supervise our operations. Our Board of Directors is elected annually on a staggered basis, and each director will hold office for a three-year term or until his or her successor shall have been duly elected and qualified, except in the event of his or her death, resignation, removal or the earlier termination of his or her term of office.

The executive officers are primarily responsible for all our day-to-day operations of the Company. Our Board will supervise (i) the executive officers’ policy and performance of duties and (ii) our general affairs and our business, and render advice and direction to the executive officers. The executive officers shall timely provide the directors with the information they need to carry out their duties. The directors furthermore perform any duties allocated to them under or pursuant to the law or our Amended and Restated Articles of Incorporation.

Under our Articles of Incorporation, our Board of Directors is to consist of seven members. On May 30, 2025, Mr. James Lawrence tendered his notice of resignation as a director, effective the same day. Mr. Lawrence’s decision to resign was due to health reasons and was not related to any disagreement with Heidmar on any matter relating to its operations, policies or practices. We will commence a search process for a suitable replacement to fill this vacancy in due course.

The following provides information about each of our directors and executive management. The business address for each director and executive officer is the address of our principal executive office which is located at 89 Akti Miaouli, Piraeus 18538, Greece.


Name	Age	Position
Pankaj Khanna	54	Chief Executive Officer
Niki Fotiou	55	Chief Financial Officer
Gerry Ventouris	74	Chief Commercial Officer
Andreas Konialidis	47	Director
John Shelley	64	Chairman and Director
Niovi Iasemidi	39	Director
André Lockhorst	51	Director
Vasileios Loutradis	36	Director

The following is certain biographical information about our officers and directors.

Pankaj Khanna has served as Chief Executive Officer of Heidmar since 2020 and has over 30 years of experience in maritime transportation, offshore oil & gas asset owning and service businesses and has held executive positions in various publicly listed entities. Prior to joining Heidmar, Mr. Khanna was the Chief Executive Officer of Ocean Rig UDW Inc. (formerly NYSE: ORIG), an Athens-based operator of semi- submersible oil platforms and underwater drillships, and Pioneer Marine Inc. (OSLO-OTC: PNRM), an Oslo- listed, Athens-based dry bulk company specializing in geared tonnage. He also served as Chief Operating Officer at Dry Ships Inc. (formerly NYSE: DRYS), an Athens-based owner and operator of dry bulk, tanker and gas carrier vessels, and as Vice President of Strategic Development at Teekay Shipping (NYSE: TK), a Bermuda- headquartered owner and operator of crude and product tankers. Mr. Khanna graduated from Blackpool and the Fylde College, Fleetwood Nautical Campus and also received a postgraduate diploma in International Trade and Transport from London Metropolitan University.

Niki Fotiou has served as Chief Financial Officer of Heidmar since March 2023 and has over 25 years of finance and accounting experience. Ms. Fotiou also serves as an independent non-executive director and Chairwoman of the Audit Committee of Snappi and Orilina Properties REIC and served as an independent non-executive director and Chairwoman of the Audit Committee the Hellenic Republic Asset Development Fund. Before joining Heidmar, Ms. Fotiou held positions at NGM Energy SA and Kassian Maritime Inc., private owners and operators of drybulk and tanker vessels, as a finance and accounts manager, Ocean Rig UDW Inc. (formerly NYSE: ORIG) an Athens-based operator of semi-submersible oil platforms and underwater drillships, as Senior Vice President of Finance and Accounting from 2015 through 2017, and Dry Ships Inc. (formerly NYSE: DRYS) an Athens-based owner and operator of dry bulk, tanker and gas carrier vessels, as Senior Vice President Head of

Accounting and Reporting from 2010 through 2015. Ms. Fotiou commenced her career in auditing with over 10 years of experience at Deloitte Greece. Ms. Fotiou is a graduate of the University of Cape Town and is a fellow of the Association of Certified Chartered Accountants and a member of the Certified Internal Auditors.

Gerry Ventouris has served as Chief Commercial Officer of Heidmar since February 2024 and has worked in the shipping industry for over 50 years. In 1972, at the age of 21, he joined Union Commercial Steamship in Piraeus, at the time the largest full scale ship management company in Piraues with 32 vessels of various types, as a trainee and quickly elevated to Operations and Operations. From 1977 to 1999, he took the helm of his family shipping business, Sougerka Maritime, a ship management company that also owned various vessels and types including container, dry bulk and tankers. From 2020-2003 he took over Aegean Ship Management and helped them develop their international tanker fleet. In 2003 he joined the Marinakis controlled Capital Ship Management where he stayed until 2020. He originally held the position of Operations and Commercial Manager and from 2015 held the position of Group CEO. Since retiring from Capital, he has taken up an advisory position with another public entity, Castor Maritime, owning a fleet of tankers and bulk carriers, which later spinned off the tanker fleet to a separate public entity, Toro Shipping, prior to beginning his work with Heidmar. Mr. Ventouris graduated from Athens University with a bachelor’s degree in economics.

Andreas Konialidis combines over two decades of experience in the commercial shipping industry, with particular expertise in the tanker sector. Mr. Konialidis is currently Head of Tanker Chartering at Heidmar and the Managing Director of Curzon Maritime Ltd., a brokerage and consultancy firm based in London where he has developed and overseen chartering activities and projects across many segments of the industry. Mr. Konialidis has also previously served as Director of Crude Carriers Corp, a NYSE-listed company. He has an undergraduate degree from the University of Plymouth in Maritime Business and Maritime Law.

John Shelley combines over 40 years of experience in the maritime industry. From 1992 to 2024 Mr. Shelley was a Partner at McQuilling Partners Inc. where his expertise was the spot and period tanker markets developing relationships with clients worldwide. McQuilling Partners Inc. is a privately held company providing transportation services to clients in the shipping, commodity, and financial service industries. He graduated from the United States Merchant Marine Academy with a Bachelor of Science degree in Marine Engineering and a USCG 3rd Assistant Engineers license.

Niovi Iasemidi brings over 15 years of experience in the investment and maritime industries and currently serves as Deputy Chief Financial Officer of Capital Clean Energy Carriers Corp. (Nasdaq: CCEC). Prior to this role, she was Vice President of Finance at Capital Maritime & Trading Corp., following her tenure as a Principal at Hayfin Capital Management in London, where she specialized in maritime investments. Ms. Iasemidi spent nearly a decade at TMS Cardiff Gas, an international LNG tanker operator based in Athens, serving as Director of Finance and Business Development. She began her career in asset management and investment banking, holding positions at Morgan Stanley and Société Générale in London and Paris. A CFA charterholder and member of the Chartered Financial Analyst (CFA) Institute, she holds an undergraduate degree from the University of Warwick and a master’s degree from the London School of Economics and Political Science.

André Lockhorst combines over 25 years of experience in the banking industry, across major financial hubs in Asia Pacific (Singapore) and Europe (Amsterdam) and is specialized in transportation and commodity finance. From 2018 to 2020 he served as Head of Transportation & Logistics – North Europe & Middle East for ABN AMRO Bank N.V., Amsterdam and from 2020 to 2021 he served as Sector Lead of Transportation Europe. Mr. Lockhorst is currently a partner at Maritime fund manager PROW Capital where he is responsible for the commercial strategy of a EUR400m alternative Maritime debt platform. He has an undergraduate degree from Amsterdam Academy for Banking and Finance.

Vasileios Loutradis has 15 years of tanker chartering experience and has served on Heidmar’s tanker chartering team since 2022. Previously, he worked at a shipping brokerage firm based in London and for Curzon Shipbrokers Corp., where he specialized in commercial chartering within the tanker sector. At Heidmar, he manages a substantial fleet, focusing on Suezmax and Aframax vessels worldwide, as well as providing market insights and strategic analysis to attract shipowners to Heidmar’s fleet. Mr. Loutradis holds a bachelor’s degree in business management and finance from Westminster University of London.

There are no family relationships among any of the Company’s executive officers or directors.

Compensation

During 2022, 2023 and 2024, Heidmar Inc. paid to its directors and officers aggregate compensation of $316,000, $363,000, and $389,000, respectively.

For so long as we qualify as a foreign private issuer, we will not be required to comply with the proxy rules applicable to U.S. domestic companies, including the requirement applicable to emerging growth companies to disclose the compensation of our Chief Executive Officer and other two most highly compensated executive officers on an individual, rather than aggregate, basis.

Board Practices

Director Independence

Our Board has determined that Mr. Shelley, Mr. Lockhorst and Ms. Iasemidi are “independent” pursuant to Nasdaq rules. As such, currently one-half of our Board consists of independent directors. We intend to have a majority of independent directors once we have appointed a replacement for Mr. Lawrence.

Committees of the Board of Directors

Audit Committee

We have established an Audit Committee composed of three directors determined to be “independent” pursuant to Nasdaq and SEC rules. The Audit Committee advises our Board in relation to its responsibilities, undertakes preparatory work for the Board’s decision-making regarding the supervision of the integrity and quality of our financial reporting and the effectiveness of our internal risk management and control systems and shall prepare resolutions of our Board in relation thereto. The Board has adopted an Audit Committee charter detailing the principal functions of the committee, including, among other things:

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meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;

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monitoring the independence of our independent registered public accounting firm;

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verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

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inquiring and discussing with management Holdings’ compliance with applicable laws and regulations;

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pre-approving all audit services and permitted non-audit services to be performed by Holdings’ independent registered public accounting firm, including the fees and terms of the services to be performed;

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appointing or replacing Holdings’ independent registered public accounting firm;

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determining the compensation and oversight of the work of our independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

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establishing procedures for the receipt, retention and treatment of complaints received by Holdings regarding accounting, internal accounting controls or reports which raise material issues regarding Holdings’ financial statements or accounting policies; and

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reviewing and approving related party transactions in accordance with relevant policies and procedures.

Our Audit Committee is currently composed of J Mr. Lockhorst and Mr. Shelley. We have determined that Mr. Andre Lockhorst qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We intend to have a full audit committee of three members once we have appointed a replacement for Mr. Lawrence.

Nominating and Compensation Committee

We have established a Nominating and Compensation Committee composed of three directors, two of which are determined to be “independent” pursuant to Nasdaq rules. The Board has adopted a Nominating and Compensation Committee charter detailing the principal functions of the committee, including, among other things:

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reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating the Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of the Chief Executive Officer based on such evaluation;

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reviewing and approving the compensation of all of its other executive officers;

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reviewing its executive compensation policies and plans;

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implementing and administering its incentive compensation equity-based remuneration plans;

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assisting management in complying with its annual report disclosure requirements;

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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for its executive officers and employees;

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reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors;

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guidelines for selecting nominees and provide that persons to be nominated:

should have demonstrated notable or significant achievements in business, education or public service;

should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders;

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develop and recommend to the Board a set of corporate governance guidelines and other policies and practices; and

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continuously review the adequacy of the Company’s corporate governance policies and practices;

The charter also provides that the Nominating and Compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

The Nominating and Compensation Committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on our Board. The committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The committee will not distinguish among nominees recommended by shareholders and other persons.

Our Nominating and Compensation Committee is currently composed of Niovi Iasemidi, Andre Lockhorst, and John Shelley.

Share Ownership

Securities owned by our directors and executive officers are disclosed below in “Security Ownership of Certain Beneficial Owners and Management.”

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Shareholders Agreement

In connection with the consummation of the Business Combination and our initial listing, we have entered into a Shareholders Agreement with our two major shareholders, Rhea and Maistros, pursuant to which, at the closing of the Business Combination, our Board consisted of seven directors, with Maistros and Rhea designating and nominating four directors and three directors, respectively. At any annual or special meeting of our shareholders at which directors are to be elected: (i) Maistros shall have the right, until it ceases to beneficially own at least 15% of our outstanding common shares, to designate and nominate a majority of the nominees for appointment or election to the Board, and (ii) Rhea shall have the right, until it ceases to beneficially own at least 15% of our outstanding common shares (the "Expiration Date"), to designate and nominate a number of nominees for appointment or election to the Board equal to one less than a majority. A majority of the individuals that each of Rhea and Maistros designate and nominate for appointment or election to the Board shall be non-U.S. persons to the extent the Board determines it is necessary in order to preserve the Company’s status as a foreign private issuer. Notwithstanding the foregoing, the nominating and compensation committee of the Board may reject any proposed director nominee if it determines that the proposed nominee would not qualify under any applicable law, rule or regulation to serve as a director or that the election or appointment of the proposed nominee would result in the loss of our status as a foreign private issuer. In that case, the relevant Reference Shareholder may thereafter propose an alternative director nominee.

The Shareholders Agreement contains a provision whereby, in connection with any annual or special meeting of our shareholders at which (or in connection with any written consent pursuant to which) directors nominated by either Reference Shareholder are to be voted upon for election, the Reference Shareholders shall (even after the Expiration Date with respect to a Reference Shareholder), and shall cause each of their respective controlled Affiliates (as defined therein) (i) unless otherwise agreed by all Reference Shareholders, cause all of the voting shares beneficially owned by them to be present or represented by proxy at all such shareholder meetings for purposes of establishing a quorum and (ii) vote all such voting shares of in favor of any director nominee or director selected in accordance with the Shareholders Agreement by either Reference Shareholder and against the removal of any director nominee or director selected in accordance with the Shareholders Agreement by either Reference Shareholder (unless the removal of any director nominee or director was requested by the Reference Shareholder that so nominated such director nominee or Reference Shareholder-designated director, in which case all Reference Shareholders shall and shall cause each of their respective controlled Affiliates to vote all voting shares of in favor of such removal).

The Shareholders Agreement also sets forth other rights, including but not limited to certain tag-along rights whereby a Reference Shareholder may participate in a sale of common shares by the other Reference Shareholder, on materially the same terms and conditions, in the event that the other Reference Shareholder proposes to sell or otherwise transfer 3% or more of the outstanding common shares, other than in connection with certain inapplicable transfers.

The Shareholders Agreement is in effect until terminated (i) by the mutual written agreement of the Company and the Reference Shareholders, and (ii) with respect to a particular Reference Shareholder when it, together with its affiliates, no longer beneficially owns any voting stock of the Company.

Registration Rights Agreement

In connection with the consummation of the Business Combination and our initial listing, we have entered into a registration rights agreement with our Reference Shareholders, pursuant to which we have agreed to register for resale certain common shares and other equity securities of the Company that are held by the Reference Shareholders from time to time (the "Registrable Securities"). Beginning at the end of the lock-up period in the Lock-Up Agreement (defined below), each of the Reference Shareholders will have the right to cause the Issuer to file a registration statement registering the resale of their Registrable Securities. Once we become eligible to file a registration statement on Form F-3, each of the Reference Shareholders will have the right to cause the Company to file a "shelf" registration statement for the resale of their Registrable Securities on a delayed or continuous basis. In addition, the Reference Shareholders will have the right to demand that the Issuer conduct an underwritten offering or "shelf takedown" under these registration statements. We have also agreed to provide the Reference Shareholders with customary "piggyback" registration rights, subject to certain requirements and customary conditions. The

Registration Rights Agreement also provides that the Company will pay certain expenses relating to these registrations and indemnify the Heidmar Shareholders against certain liabilities.

Lock-Up Agreements

In connection with the consummation of the Business Combination and our initial listing, the Reference Shareholders also entered into Lock-Up Agreements with the Company (the “Lock-Up Agreements’), pursuant to which the Reference Shareholders may not sell or otherwise transfer its common shares for 120 days after the closing of the Business Combination, subject to certain customary exceptions. In addition, the Lock-Up Agreement includes the following "leak-out" provisions. During the 60 days following the end of the lock-up period, a Reference Shareholder may sell into the open market on any trading day, in aggregate, no more than a number of shares equal to (a) 10% of the trading volume of our common shares on the prior trading day as reported by Bloomberg, times (b) a ratio equal to (i) 26,238,379 (the number of common shares received by each of the Reference Shareholders at the closing of the Business Combination), divided by (ii) the total number of common shares received on the date of the closing of the Business Combination by all parties that signed agreements with similar leak-out terms; provided, that beginning on the day the closing price of common shares is at least $2.29 per share for 10 out of 30 trading days following the closing of the Business Combination, each Reference Shareholder will be permitted to sell or otherwise transfer 25% of the common shares it holds on that date.

Amended and Restated Articles of Incorporation

In connection with the Shareholders Agreement and at the closing of the Business Combination, we amended and restated our Articles, which provides for certain rights to our Reference Shareholders. For more information, see “Description of Capital Stock – Amended and Restated Articles of Incorporation.”

Earnout Shares

Pursuant to the Business Combination Agreement will also issue to each of the Reference Shareholders an additional 2,606,338 common shares (the "Earnout Shares") if we achieve any one of the following financial milestones during the 12 months ending December 31, 2025: (i) revenue that is equal to or more than $45.0 million, (ii) earnings before interest, taxes, depreciation and amortization, or EBITDA, equal to or more than $30.0 million, or (iii) net income equal to or more than $25.0 million, with each measure calculate using certain adjustments. If we meet any of these milestones, we will also issue 141,346 common shares to MGO’s financial advisor in the Business Combination, or 5,354,022 shares in the aggregate.

Other Related Party Transactions

Bella Ciao Syndication Agreement

On January 28, 2022, Heidmar Investments LLC (“Heidmar Investments”), a wholly owned subsidiary of Heidmar, Inc., entered into a syndication agreement with Heidmar Trading LLC (“Heidmar Trading”), a company owned by one of Heidmar, Inc.’s two shareholders, involving the vessel M/T Bella Ciao (the “Bella Ciao Syndication Agreement”). On the day of the agreement, Heidmar Trading entered into a time charter party with Sea Dream Shipping Corp., a company incorporated in Liberia and the owners of Bella Ciao, pursuant to which Heidmar Trading time charted Bella Ciao for an initial firm period of 12 months +/- 30 days with an optional period of 12 months to be declared 45 days prior to the end of the firm period commencing from the time and date of delivery of Bella Ciao.

Under the Bella Ciao Syndication Agreement, Heidmar Investments agreed to take, and Heidmar Trading agreed to assign and transfer, 100% interest in any and all profits, losses and liabilities relating to Bella Ciao with respect to the whole period of the time charter party between Heidmar Trading and Sea Dream Shipping Corp., whether said profits, losses and liabilities are associated with the time charter party or otherwise (including voyages subsequently undertaken) as well as all contractual rights and obligations arising out of or in connection with the operation/employment of Bella Ciao. The effective period of the Bella Ciao Syndication Agreement commenced on the date of delivery of Bella Ciao in January 2022 and ended on the date of termination of the charter of Bella Ciao in March 2024 as determined in accordance with the terms of the time charter party. Bella Ciao was redelivered to her owners in March 2024.

Marlin Santorini Syndication Agreement

On March 25, 2022, Heidmar Investments entered into a syndication agreement with Heidmar Trading involving the vessel M/T Marlin Santorini (the “Marlin Santorini Syndication Agreement”). Prior to the date of the

agreement, on February 3, 2022, Heidmar Trading had entered into a time charter party with Trafigura Maritime Logistics Pte Ltd., a company incorporated in Singapore and the owners of Marlin Santorini, pursuant to which Heidmar Trading time charted Marlin Santorini for a minimum nine months with an option up to 11 months and additional 60-90 days to be declared seven months after delivery of the Marlin Santorini.

Under the Marlin Santorini Syndication Agreement, Heidmar Investments agreed to take, and Heidmar Trading agreed to assign and transfer, 100% interest in any and all profits, losses and liabilities relating to Marlin Santorini with respect to the whole period of the time charter party between Heidmar Trading and Trafigura Maritime Logistics Pte Ltd., whether said profits, losses and liabilities are associated with the time charter party or otherwise (including voyages subsequently undertaken) as well as all contractual rights and obligations arising out of or in connection with the operation/employment of Marlin Santorini. The effective period of the Marlin Santorini Syndication Agreement commenced on the date of delivery of Marlin Santorini in February 2022 and ended on the date of termination of the charter of Marlin Santorini in April 2023 as determined in accordance with the terms of the time charter party. Marlin Santorini was redelivered to her owners in April 2023.

Both Syndication Agreements have terminated and, as of December 31, 2024, we had no vessels under syndication.

Payables to Shareholder

Payables to shareholder consist of amounts paid by Maistros for working capital purposes with regards to the operations of our office in Dubai. The balance as of December 31, 2024 and 2023 was $5,239,219. Such amounts are unsecured, with no fixed payment terms, interest free and repayable upon demand.

Payables to Assignee, Related Party

During the year ended December 31, 2023, Heidmar Investments LLC., a wholly owned, consolidated subsidiary of Heidmar Inc. (“Assignor”), entered into a profit and loss sharing agreement (the “Agreement”) with MM Shipinvest Holdings Co., a related party company, (“Assignee A”) and an unrelated party, (“Assignee B”) for one vessel (the “Vessel”) which the Assignor chartered-in from an unrelated party (the “Lessor B”) for an initial lease term of 7 months for $10,425 per day with an additional 9-month optional period, in the Company’s option based on a charter-in agreement. The Agreement is a share of profits and losses between the Assignor and the Assignees wherein the Assignees will assume 90% of the Assignor’s monthly charter hire and voyage expenses and in return will be assigned 90% of the revenues earned by the Vessel. The Assignor retains the remaining 10% interest (the “Result”). Since the Agreement is a contract between the Assignor and the Assignees (i.e. the Lessor B is not a party to the Agreement) and there is no alteration or termination to the charter-in agreement that takes place at the time of the Agreement, the terms of the charter-in agreement are in full effect notwithstanding execution of the Agreement. Therefore, the Assignor has not been released as the primary obligor for the charter-in agreement and records the entire charter-in expense and the revenues generated from the operation of the Vessel in the accompanying consolidated statement of income.

Non-consolidated pool subsidiaries

Our indirectly wholly owned subsidiaries to which Heidmar Inc. provides pool management services are variable interest entities, which are not controlled by us, but rather by the participants in the pools pursuant to the one vote-per-vessel contractual arrangements between Heidmar Inc. and the participants in the pools (the “Non-consolidated Pool Subsidiaries”). We have evaluated all facts and circumstances of not being the primary beneficiary of these Non-consolidated Pool Subsidiaries as per the guidance in ASC 810 including (a) any financial or other support (explicitly or implicitly) during the periods presented, (b) the carrying amounts and relevant classifications of the Non-consolidated Pool Subsidiaries, (c) the exposure of the Company to any loss from these Non-consolidated Pool Subsidiaries, and (d) any liquidity arrangement, guarantees and any other commitments by third parties that may affect the risk of exposure and concluded that none of the above conditions apply. The Non-consolidated Pool Subsidiaries are accounted for under the equity method. Under the equity method of accounting, investments in non-consolidated Pool subsidiaries are stated at initial cost and are adjusted for subsequent additional investments and our proportionate share of earnings or losses and distributions. As of December 31, 2024 and 2023 cost, as well as our proportionate share of earnings or losses and distributions for the years then ended, were both $nil.

For the years ended December 31, 2024 and 2023 the Non-consolidated Pool Subsidiaries consisted of the following:

•

The Blue Fin Pool, which operates a pool of Suezmax-size tankers.

•

The SeaLion Pool, which operates a pool of LR2-size tankers.

•

The Seadragon Pool, which operates a pool of VLCC tankers.

•

The Dorado Pool, which operates a pool of MR2-size tankers.

For the years ended December 31, 2024 and 2023, the dormant Non-consolidated Pool Subsidiaries consisted of the following:

•

Sigma Tankers Inc.

•

Seawolf Tankers Inc.

•

Star Tankers Inc.

•

Marlin Tankers Inc.

•

SeaHorse Tankers Inc..(as of February 2024)

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our capital stock as of June 3, 2025 All of our common shareholders, including the shareholders listed in the table below, are entitled to one vote for each common share held.


	Shares Beneficially Owned as of June 3, 2025
	Number	Percentage(1)
Name
Directors and Officers
Pankaj Khanna(2)	26,238,379	45.1	%
All other executive officers and directors individually	593,380	1.0	%
Total	26,831,759	46.1	%
5% Shareholders
Rhea Marine Ltd.(3)(5)	26,238,379	45.1	%
Maistros Shipinvest Corp.(4)(5)	26,238,379	45.1	%

(1)

Based on 58,163,341 common shares outstanding as of June 3, 2025.

(2)

Consists of 26,238,379 shares held by Rhea Marine Ltd., which. is wholly owned by Mr. Khanna, our Chief Executive Officer and one of our directors.

(3)

This information is derived from a Schedule 13D filed with the SEC on February 26, 2025.

(4)

This information is derived from a Schedule 13D filed with the SEC on February 26, 2025. Maistros is indirectly owned by Miltiadis Marinakis.

(5)

Rhea and Maistros are party to certain rights agreements with respect to the securities owned by them. Please see “Certain Relationships and Related Party Transactions.”

As of June 3, 2025, we had 34 shareholders of record, 22 of which were located in the United States and held an aggregate of 5,510,473 of our common shares, representing 9.5% of our outstanding common shares. However, one of the U.S. shareholders of record is Cede & Co., a nominee of The Depository Trust Company, which held 5,468,435 of our common shares as of that date.

SELLING SHAREHOLDER

This prospectus relates to the possible offer and resale from time to time by B. Riley Principal Capital II, LLC (“BRPC II” or the “Selling Shareholder”) of up to 11,080,332 Common Shares that we may issue to the Selling Shareholder pursuant to the Purchase Agreement. For additional information regarding the issuance of the Common Shares to be offered by the Selling Shareholder pursuant to this prospectus, see the section titled “Committed Equity Financing.” We are registering the Common Shares pursuant to the provisions of the Registration Rights Agreement in order to permit the Selling Shareholder to offer the Common Shares for resale from time to time. Except for the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement and as set forth in the section titled “Plan of Distribution (Conflict of Interest)” in this prospectus, the Selling Shareholder has not had any material relationship with us or any of our affiliates within the past three years. All of the data in the following table are as of June 3, 2025.

The table below presents information regarding the Selling Shareholder and the Common Shares that may be resold by the Selling Shareholder from time to time under this prospectus. This table is prepared based on information supplied to us by the Selling Shareholder, and reflects holdings as of June 3, 2025. The number of shares in the column “Maximum Number of Common Shares to be Offered Pursuant to this Prospectus” represents all of the Common Shares being offered for resale by the Selling Shareholder under this prospectus. The Selling Shareholder may sell some, all or none of the shares being offered for resale in this offering. We do not know how long the Selling Shareholder will hold the shares before selling them and, except as set forth in the section titled “Plan of Distribution (Conflict of Interest)” in this prospectus, we are not aware of any existing arrangements between the Selling Shareholder and any other shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of the Common Shares being offered for resale by this prospectus.

Beneficial ownership in the table has been determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act and includes Common Shares with respect to which the Selling Shareholder has sole or shared voting and investment power. Because the purchase price to be paid by the Selling Shareholder for Common Shares that we may elect to sell to the Selling Shareholder will be determined on the applicable Purchase Dates therefor, the actual number of Common Shares that we may sell to the Selling Shareholder under the Purchase Agreement may be fewer than the number of shares being offered for resale under this prospectus. The fourth column assumes the resale by the Selling Shareholder of all of the Common Shares being offered for resale pursuant to this prospectus.


	Common Shares Beneficially Owned Prior to Offering		Common Shares to be Beneficially Owned After Offering
	Number(1)	Percentage(2)	Number(3)	Percentage(2)
Name of Selling Shareholder
B. Riley Principal Capital II, LLC(4)	0	--	0	--	%

(1)

In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the Common Shares that BRPC II may be required to purchase under the Purchase Agreement, because the issuance of such shares is solely at our discretion and is subject to conditions contained in the Purchase Agreement, the satisfaction of which are entirely outside of BRPC II’s control, including the registration statement that includes this prospectus becoming and remaining effective. Furthermore, the VWAP Purchases and the Intraday VWAP Purchases of Common Shares under the Purchase Agreement are subject to certain agreed upon maximum amount limitations set forth in the Purchase Agreement. Also, the Purchase Agreement prohibits us from issuing and selling any Common Shares to the Selling Shareholder to the extent such shares would cause BRPC II’s beneficial ownership of our Common Shares to (i) require a Regulatory Approval or (ii) exceed the Beneficial Ownership Limitation. The Beneficial Ownership Limitation may not be amended or waived under the Purchase Agreement.

(2)

Applicable percentage ownership is based on 58,163,341 Common Shares outstanding as of June 3, 2025.

(3)

Assumes the sale of all Common Shares being offered for resale pursuant to this prospectus.

(4)

The business address of B. Riley Principal Capital II, LLC (“BRPC II”) is 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. BRPC II’s principal business is that of a private investor. BRPC II is a wholly-owned subsidiary of B. Riley Principal Investments, LLC (“BRPI”). As a result, BRPI may be deemed

to indirectly beneficially own the securities of the company held of record by BRPC II. B. Riley Financial, Inc. (“BRF”) is the parent company of BRPC II and BRPI. As a result, BRF may be deemed to indirectly beneficially own the securities of the company held of record by BRPC II and indirectly beneficially owned by BRPI. Bryant R. Riley is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRF. As a result, Bryant R. Riley may be deemed to indirectly beneficially own the securities of the company held of record by BRPC II and indirectly beneficially owned by BRPI. Each of BRF, BRPI and Bryant R. Riley expressly disclaims beneficial ownership of the securities of the company held of record by BRPC II, except to the extent of its/his pecuniary interest therein. We have been advised that none of BRF, BRPI or BRPC II is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or an independent broker-dealer; however, each of BRF, BRPI, BRPC II and Bryant R. Riley is an affiliate of B. Riley Securities, Inc. (“BRS”), a registered broker-dealer and FINRA member, and Bryant R. Riley is an associated person of BRS. BRS will act as an executing broker that will effectuate resales of our Common Shares that have been and may be acquired by BRPC II from us pursuant to the Purchase Agreement to the public in this offering. See “Plan of Distribution (Conflict of Interest)” for more information about the relationship between BRPC II and BRS.

DESCRIPTION OF CAPITAL STOCK

The following is a description of the material terms of our amended and restated articles of incorporation and amended and restated bylaws. Please see our amended and restated articles of incorporation and amended and restated bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus forms a part.

Purpose

Our purpose, as stated in Section B of our amended and restated articles of incorporation, is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the Marshall Islands Business Corporations Act.

Authorized Capital Stock

Under our Articles, our authorized capital stock consists of registered shares, divided between:

•

450,000,000 common shares, par value $0.001 per share; and

•

50,000,000 preferred shares, par value $0.001 per share.

Our Board has the authority to issue all or any of the preferred shares in one or more classes or series with such voting powers, designations, preferences and relative, participating, optional or special rights and qualifications, limitations or restrictions as shall be stated in the resolutions providing for the issue of such class or series of preferred shares.

As of the filing date of this prospectus, we had 58,163,341 common shares issued and outstanding. No preferred shares are issued or outstanding.

We are registered in the Republic of the Marshall Islands at The Trust Company of the Marshall Islands, Inc., Registrar of Corporation for non-resident corporations, under registration number 125776.

Shareholders Agreement and Registration Rights Agreement

In connection with the closing of the business combination, we entered into a Shareholders Agreement and Registration Rights Agreement with our Reference Shareholders. For more information, please see “Certain Relationship and Related Party Transactions – Shareholders Agreement” and “—Registration Rights Agreement.”

Our Amended and Restated Articles of Incorporation and Bylaws

For purposes of the below disclosure, any capitalized terms used but not defined shall have the meaning ascribed to them in the Articles and our amended and restated Bylaws (the “Bylaws”).

Directors and Executive Officers

Under our Articles, our Board is to consist of seven directors. Directors will be elected by a plurality of the votes cast by shareholders entitled to vote in an election. The Articles provide that cumulative voting shall not be used to elect directors. The Articles provide for a staggered board of directors, whereby directors shall be divided into three classes: Class I, Class II and Class III, which shall be as nearly equal in number as possible. The initial terms of the different classes our board of directors expire as follows: (i) our Class I directors in 2025; (ii) our Class II directors in 2026; and (iii) our Class III directors in 2027. Following the expiration of these initial terms, each class will serve a three-year term. Each director serves his or her respective term of office until his or her successor has been elected and qualified, except in the event of his or her death, resignation, removal or the earlier termination of his or her term of office. Our board of directors has the authority to fix the amounts which shall be payable to the members of the board of directors for attendance at any meeting or for services rendered to us.

For so long as a Reference Shareholder has a right to nominate any directors pursuant to the Articles and the Shareholders Agreement, as described above, all transactions involving the Reference Shareholders or their affiliates, on the one hand, and the Company or its subsidiaries, on the other hand, requires the approval of a majority of the independent directors that are disinterested (or approved by a committee of the Board that is formed for this purpose and comprised solely of Independent Directors) and if such directors are two or fewer, the approval shall be unanimous, subject to certain exempted transactions.

In addition, unless authorized by a vote of Maistros and the holders of 75% of the common shares (not including the common shares held by Pankaj Khanna and his affiliates or Maistros), Mr. Khanna shall not be removed from the role of Chief Executive Officer of the Company; provided, that our Board may remove him without any shareholder approval in connection with fraud; willful misconduct (including a material financial or accounting impropriety); gross negligence; felony criminal conduct; prolonged disability that affects his ability to conduct his duties and responsibilities; and the habitual neglect of or failure to perform his duties of employment, after written demand is delivered to Mr. Khanna which specifically identifies the neglect or failure, and a reasonable opportunity is given for him to comply or cure such neglect or failure.

Purpose

Common Shares

Each of our outstanding common shares entitles the holder to one vote on all matters submitted to a vote of shareholders. Subject to preferences that may be applicable to any outstanding preferred shares, holders of common shares are entitled to receive ratably all dividends, if any, declared by our Board out of funds legally available for dividends. Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred shares having liquidation preferences, if any, the holders of our common shares will be entitled to receive pro rata our remaining assets available for distribution. Holders of common shares do not have conversion, redemption or preemptive rights to subscribe to any of our securities. All of our outstanding common shares will be fully paid and non-assessable. The rights, preferences and privileges of holders of common shares are subject to the rights of the holders of preferred shares that we may issue in the future. Our common shares are not subject to any sinking fund provisions and no holder of common shares will be required to make additional contributions of capital with respect to our shares in the future. There are no provisions in the Articles or Bylaws discriminating against a shareholder because of his or her ownership of a particular number of shares.

We are not aware of any limitations on the rights to own our common shares, including rights of non-resident or foreign shareholders to hold or exercise voting rights on our common shares, imposed by foreign law or by the Articles or Bylaws.

Shareholder Meetings

Under the Bylaws, we will hold annual shareholder meetings at a time and place selected by our Board. The meetings may be held in or outside of the Marshall Islands. Our Board, the Chairman of our Board or the President may call special meetings at any time. No other person is permitted to call a special meeting and no business may be conducted at the special meeting other than business brought before the meeting by our Board, its

Chairman or the President. Under the Marshall Islands Business Corporation Act, our Board may set a record date between 15 and 60 days before the date of any meeting to determine the shareholders that will be eligible to receive notice and vote at the meeting.

Consent Rights

Under the Articles, until the first date on which each of the Reference Shareholders beneficially own less than 15% of the total common shares, the consent of both Reference Shareholders will be required before the Company or its subsidiaries can take any of the following actions:

•

the entry by the Company or any of its subsidiaries into any Discriminatory Transaction;

•

conducting or engaging in any business in any material respect other than the business in which the Company and its subsidiaries are engaged as of the date of Closing and any business reasonably related or ancillary thereto;

•

increasing or decreasing the total number of directors constituting our Board;

•

merging or consolidating the Company or any subsidiary, or a redomiciliation, domestication or conversion of the Company or any of its subsidiaries;

•

incurring any indebtedness (whether being principal, premium, interest or other amounts) for or in respect of (i) money borrowed, (ii) receivables financing, (iii) liabilities under or in respect of any acceptance or acceptance credit or (iv) any bonds, notes, debentures, loan capital, certificates of deposit, loan stock or other like instruments or securities offered, issued or distributed whether by way of public offer, private placement, acquisition consideration or otherwise and whether issued for cash or in whole or in part for a consideration other than cash, in each case in excess of $300,000, or any amendment, waiver or refinancing thereof;

•

issuing any voting equity securities to any person (except for equity securities of a subsidiary of the Company to the Company or to another direct or indirect wholly owned subsidiary of the Company), including securities that rank senior to any existing equity securities, including without limitation, in respect of dividend distributions and/or distributions upon the liquidation, winding up or dissolution of the Company or any subsidiary of the Company or any other circumstances, other than equity securities issued pursuant to an equity incentive plan of the Company;

•

unless otherwise approved pursuant to Article V of the Articles (or any transaction described in Article V(a)-(c)), the entry by the Company or any subsidiary of the Company into any “related party transaction” as such term is used in Item 7.B. of Form 20-F;

•

any transaction (including any merger or consolidation) the consummation of which would result in any other person (or, in the case of a merger or consolidation, the shareholders of such other person) becoming, directly or indirectly, the beneficial owner of more than 49% of the voting stock or equity securities (other than debt securities) of the Company (measured in the case of voting stock by voting power rather than number of shares);

•

amending the Articles, Bylaws or other applicable organizational documents of the Company or any subsidiary of the Company (including by way of filing a statement of designation);

•

dissolving, reorganizing, or filing for voluntary bankruptcy of, or the commencement of any similar proceeding with respect to, including the consent to any involuntary bankruptcy of, the Company or any of its subsidiaries;

•

amending or approving an equity incentive plan of the Company, unless such amendment or approval is authorized by a vote of at least two-thirds of members of the Board;

•

any acquisition, disposition or other transfer (in one transaction or a series of related transactions) of any assets (including any equity securities of any subsidiary of the Company), business operations or

securities (other than equity securities of the Company), with a fair market value of more than $1,000,000, but excluding any disposition by the Company to, or acquisition by the Company from or of, a wholly owned subsidiary of the Company, or any disposition that arises as a matter of law or occurs pursuant to a court order;

•

any repurchase of equity securities of the Company or any of its subsidiaries (other than wholly owned subsidiaries) pursuant to a self-tender offer, stock repurchase program, open market transaction or otherwise other than a repurchase of equity securities of the Company from employees or former employees subject to the terms and conditions of employee stock plans or a purchase of equity securities of the Company from a shareholder pursuant to the Shareholders Agreement;

•

a change of the Company’ or any subsidiary’s policies concerning the need for the approval of our Board that is intended or reasonably likely to circumvent any Reference Shareholder’s rights under the Articles or under the Shareholders Agreement or the exercise thereof;

•

the establishment of any committee (including the appointment of the members thereof) or any amendment to the charter of any committee of our Board or to any corporate governance guideline relating to any matter addressed by the Shareholders Agreement that would reasonably be expected to circumvent in any manner any Reference Shareholder’s rights under the Articles or the exercise thereof;

•

entering into, amending or terminating (other than termination by its terms) service contracts whose duration exceeds two years or the cost exceeds $200,000 (whether directly or in potential early termination fees);

•

entering into, amending or terminating (other than termination by its terms) any hedging or derivative instruments or arrangements, including swaps, hedges, interest rates interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement, bunker/oil hedges, or other interest rate, currency exchange rate or commodity price hedging instrument or arrangement;

•

issuing any preferred shares of the Company; and

•

entering into an agreement for, or committing to agree to take, or consenting to, any of the foregoing actions.

Dissenters’ Rights of Appraisal and Payment

Under the BCA, our shareholders have the right to dissent from various corporate actions, including any merger or consolidation, sale of all or substantially all of our assets not made in the usual course of our business, and receive payment of the fair value of their shares. However, the right of a dissenting shareholder to receive payment of the appraised fair value of his shares is not available under the BCA for the shares of any class or series of stock, which shares or depository receipts in respect thereof, at the Record Date fixed to determine the shareholders entitled to receive notice of and to vote at the meeting of the shareholders to act upon the agreement of merger or consolidation, were either (i) listed on a securities exchange or admitted for trading on an interdealer quotation system or (ii) held of record by more than 2,000 holders. In the event of any further amendment of the Articles, a shareholder also has the right to dissent and receive payment for his or her shares if the amendment alters certain rights in respect of those shares. The dissenting shareholder must follow the procedures set forth in the BCA to receive payment. In the event that we and any dissenting shareholder fail to agree on a price for the shares, the BCA procedures involve, among other things, the institution of proceedings in the High Court of the Republic of the Marshall Islands or in any appropriate court in any jurisdiction in which our shares are primarily traded on a local or national securities exchange.

Shareholders’ Derivative Actions

Under the BCA, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the shareholder bringing the action is a holder of common shares both at the time the derivative action is commenced and at the time of the transaction to which the action relates.

Indemnification of Officers and Directors

Our Bylaws include a provision that entitles any our directors or officers to be indemnified by us upon the same terms, under the same conditions and to the same extent as authorized by the BCA if the director or officer acted in good faith and in a manner reasonably believed to be in and not opposed to our best interests, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

We are also authorized to carry directors’ and officers’ insurance as a protection against any liability asserted against our directors and officers acting in their capacity as directors and officers regardless of whether we would have the power to indemnify such director or officer against such liability by law or under the provisions of our Bylaws. We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors and executive officers.

The indemnification provisions in our Bylaws may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our shareholders.

Anti-Takeover Provisions of our Charter Documents

Several provisions of our Articles and our Bylaws may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our Board to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions, which are summarized below, could also discourage, delay or prevent (1) the merger or acquisition of our company by means of a tender offer, a proxy contest or otherwise, that a shareholder may consider in its best interest, and (2) the removal of incumbent officers and directors.

Blank Check Preferred Stock

Under the terms of our Articles, our Board has authority, without any further vote or action by our shareholders, to issue up to 50,000,000 shares of blank check preferred stock. Our Board may issue shares of preferred stock on terms calculated to discourage, delay or prevent a change of control of our company or the removal of our management.

Classified Board of Directors

Our Articles provide for a board of directors serving staggered, three-year terms. Approximately one-third of our Board of Directors will be elected each year. The classified provision for our Board could discourage a third party from making a tender offer for our shares or attempting to obtain control of our company. It could also delay shareholders who do not agree with the policies of our Board from removing a majority of our Board for two years.

Election and Removal of Directors

Our Articles prohibit cumulative voting in the election of directors. Our Articles also require shareholders to give advance written notice of nominations for the election of directors. Our Articles further provide that our directors may be removed only for cause and only upon affirmative vote of the holders of at least 70% of our outstanding voting shares. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.

Limited Actions by Shareholders

Our Bylaws provide that if a quorum is present, and except as otherwise expressly provided by law, the affirmative vote of a majority of the common shares represented at the meeting shall be the act of the shareholders. Shareholders may act by way of written consent in accordance with the provisions of Section 67 of the BCA

Advance Notice Requirements for Shareholder Proposals and Director Nominations

Our Articles provide that shareholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of shareholders must provide timely notice of their proposal in writing to the corporate secretary. Generally, to be timely, a shareholder’s notice must be received at our principal executive offices not less than 120 days nor more than 180 days prior to the first anniversary of the preceding year’s annual meeting. Our Articles also specify requirements as to the form and content of a shareholder’s notice. These

provisions may impede shareholders’ ability to bring matters before an annual meeting of shareholders or make nominations for directors at an annual meeting of shareholders.

Registrar and Transfer Agent

The registrar and transfer agent for our common shares is Equiniti Trust Company.

Listing

Our common shares are listed on the Nasdaq Capital Market under the symbol “HMR.”

SHARES ELIGIBLE FOR FUTURE SALE

Our common shares being distributed in this offering will be freely transferable, except for common shares held by persons that are our “affiliates” as defined in the rules under the Securities Act of 1933. Affiliates are individuals or entities that control, are controlled by or are under common control with us, and may include our officers, directors and principal shareholders. Common shares held by affiliates may only be sold pursuant to an effective registration statement under the Securities Act of 1933 or Rule 144 under the Securities Act of 1933. We cannot predict whether substantial amounts of our common shares will be sold in the open market following this offering. Sales of substantial amounts of our common shares in the public market, or the perception that substantial sales may occur, could lower the market price for our common shares.

Future sales of substantial amounts of our common shares in the public market after this offering, or the possibility of these sales occurring, could adversely affect the prevailing market prices for our common shares and could impair our ability to raise equity capital through the sale of our equity securities in the future.

Upon completion of this offering, we will have 69,243,673 common shares outstanding. These common shares will be freely tradable without restriction or further registration or qualifications under the Securities Act except for common shares held by persons that are our affiliates as described above.

CERTAIN MARSHALL ISLANDS COMPANY CONSIDERATIONS

Our corporate affairs are governed by our Articles and Bylaws, and by the Business Corporations Act. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. While the BCA also provides that it is to be applied and construed in accordance with the laws of the State of Delaware and other states with substantially similar legislative provisions, there have been few, if any, court cases interpreting the BCA in the Marshall Islands and we cannot predict whether Marshall Islands courts would reach the same conclusions as courts in the U.S. Thus, our shareholders may have more difficulty in protecting their interests in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction which has developed a substantial body of case law. The following table provides a comparison between the statutory provisions of the BCA and the Delaware General Corporation Law relating to shareholders’ rights.


Marshall Islands		Delaware

Shareholder Meetings

Held at a time and place as designated in the bylaws. Special Meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the articles of incorporation or by the bylaws. May be held within or without the Marshall Islands. Notice. Whenever shareholders are required or permitted to take any action at a meeting, written notice of the meeting shall be given which shall state the place, date and hour of the meeting and, unless it is an annual meeting, indicate that it is being issued by or at the direction of the person(s) calling the meeting. Notice of a Special Meeting shall also state the purpose for which the meeting is called. A copy of the notice of any meeting shall be given personally or sent by mail not less than 15 nor more than 60 days before the meeting.		May be held at such time or place as designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the board of directors. Special Meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws. May be held within or without Delaware. Notice. Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which shareholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the shareholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a Special Meeting, the purpose or purposes for which the meeting is called. Whenever stockholders are required or permitted to take any action at a meeting, written notice shall be given not less than 10 nor more than 60 days before the meeting.

Shareholders’ Voting Rights

Any action required to be taken by a meeting of shareholders may be taken without meeting if consent is in writing and is signed by all the shareholders entitled to vote. Any person authorized to vote may authorize another person or persons to act for him by proxy.		May be held at such time or place as designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the board of directors. Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.

      Marshall Islands

      Delaware

      Unless otherwise provided in the articles of incorporation or bylaws, a majority of shares entitled to vote constitutes a quorum. In no event shall a quorum consist of fewer than one- third of the shares entitled to vote at a meeting.
The articles of incorporation may provide for cumulative voting in the election of directors.
Any two or more domestic corporations may merge into a single corporation if approved by the board of each corporation and if authorized by a majority vote of the holders of outstanding shares of each corporation at a shareholder meeting.
Any sale, lease, exchange or other disposition of all or substantially all the assets of a corporation, if not made in the corporation’s usual or regular course of business, once approved by the board, shall be authorized by the affirmative vote of two-thirds of the shares of those entitled to vote at a shareholder meeting.
Any domestic corporation owning at least 90% of the outstanding shares of each class of another domestic corporation may merge such other corporation into itself without the authorization of the shareholders of any corporation.
Any mortgage, pledge of or creation of a security interest in all or any part of the corporate property may be authorized without the vote or consent of the shareholders, unless otherwise provided for in the articles of incorporation.

       

      May be held within or without Delaware.
Notice. Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which shareholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the shareholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a Special Meeting, the purpose or purposes for which the meeting is called.
Whenever stockholders are required or permitted to take any action at a meeting, written notice shall be given not less than 10 nor more than 60 days before the meeting.
Unless otherwise provided in the certificate of incorporation, any action required to be taken at a meeting of shareholders may be taken without a meeting if a consent for such action is in writing and is signed by shareholders having not fewer than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
Any person authorized to vote may authorize another person or persons to act for him by proxy.
For stock corporations, the certificate of incorporation or bylaws may specify the number of shares required to constitute a quorum but in no event shall a quorum consist of less than one- third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares entitled to vote shall constitute a quorum.
The certificate of incorporation may provide for cumulative voting in the election of directors.
Any two or more corporations existing under the
laws of the state may merge into a single corporation pursuant to a board resolution and upon the majority vote by shareholders of each constituent corporation at an annual or Special Meeting.
Every corporation may at any meeting of the board sell, lease or exchange all or substantially all of its property and assets as its board deems expedient and for the best interests of the corporation when so authorized by a resolution adopted by the holders of a majority of the outstanding stock of the corporation entitled to vote.

     


Marshall Islands		Delaware
		Unless otherwise stated in the certificate of incorporation, any corporation owning at least 90% of the outstanding shares of each class of another corporation may merge the other corporation into itself and assume all of its obligations without the vote or consent of shareholders; however, in case the parent corporation is not the surviving corporation, the merger shall be approved by a majority of the outstanding stock of the parent corporation entitled to vote at a duly called shareholder meeting. Any mortgage or pledge of a corporation’s property and assets may be authorized without the vote or consent of shareholders, except to the extent that the certificate of incorporation otherwise provides

Directors

The board of directors must consist of at least one member. The number of board members may be changed by an amendment to the bylaws, by the shareholders, or by action of the board under the specific provisions of a bylaw. If the board is authorized to change the number of directors, it can only do so by a majority of the entire board and so long as no decrease in the number shall shorten the term of any incumbent director. Removal. Any or all of the directors may be removed for cause by vote of the shareholders. If the articles of incorporation or the bylaws so provide, any or all of the directors may be removed without cause by vote of the shareholders		The board of directors must consist of at least one member. The number of board members shall be fixed by, or in a manner provided by, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only by an amendment to the certificate of incorporation. Removal. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote subject to certain exceptions. In the case of a classified board, shareholders may effect removal of any or all directors only for cause.

Dissenters’ Rights of Appraisal

Shareholders have a right to dissent from any plan of merger, consolidation or sale of all or substantially all assets not made in the usual course of business, and receive payment of the fair value of their shares. However, the right of dissenting shareholders under the BCA to receive payment of the appraised fair value of their shares may not be available “if for the shares of any class or series of stock, which shares or depository receipts in respect thereof, at the Record Date fixed to determine the shareholders entitled to receive notice of and to vote at the meeting of the shareholders to act upon the agreement of merger or consolidation, were either (i) listed on a securities exchange or admitted for trading on an interdealer quotation system or (ii) held of record by more than 2,000 holders.”		Appraisal rights shall be available for the shares of any class or series of stock of a corporation in a merger or consolidation, subject to limited exceptions, such as a merger or consolidation of corporations listed on a national securities exchange in which listed stock is the offered consideration


Marshall Islands		Delaware
A holder of any adversely affected shares who does not vote on or consent in writing to an amendment to the articles of incorporation has the right to dissent and to receive payment for such shares if the amendment: Alters or abolishes any preferential right of any outstanding shares having preference; or Creates, alters, or abolishes any provision or right in respect to the redemption of any outstanding shares; or Alters or abolishes any preemptive right of such holder to acquire shares or other securities; or Excludes or limits the right of such holder to vote on any matter, except as such right may be limited by the voting rights given to new shares then being authorized of any existing or new class.

Shareholders’ Derivative Actions

An action may be brought in the right of a corporation to procure a judgment in its favor, by a holder of shares or of voting trust certificates or of a beneficial interest in such shares or certificates. It shall be made to appear that the plaintiff is such a holder at the time of bringing the action and that he was such a holder at the time of the transaction of which he complains, or that his shares or interest therein devolved upon him by operation of law. A complaint shall set forth with particularity the efforts of the plaintiff to secure the initiation of such action by the board or the reasons for not making such effort. Such action shall not be discontinued, compromised or settled, without the approval of the High Court of the Republic of the Marshall Islands. Reasonable expenses including attorney’s fees may be awarded if the action is successful. A corporation may require a plaintiff bringing a derivative suit to give security for reasonable expenses if the plaintiff owns less than 5% of any class of stock and the shares have a value of less than $50,000.		In any derivative suit instituted by a shareholder of a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholder’s stock thereafter devolved upon such shareholder by operation of law. Other requirements regarding derivative suits have been created by judicial decision, including that a shareholder may not bring a derivative suit unless he or she first demands that the corporation sue on its own behalf and that demand is refused (unless it is shown that such demand would have been futile).

TAX CONSIDERATIONS

Material U.S. Federal Income Tax Considerations

The following is a summary of certain material U.S. federal income tax consequences of an investment in our common shares. The discussion set forth below is based upon the Code, Treasury regulations and judicial and administrative rulings and decisions all as in effect and available on the date hereof and all of which are subject to change, possibly with retroactive effect. There can be no assurance that any of these regulations or other guidance will be enacted, promulgated or provided, and if so, the form they will take or the effect that they may have on this discussion. This discussion is not binding on the IRS or the courts and prospective investors should note that no rulings have been or are expected to be sought from the IRS with respect to any of the U.S. federal income tax consequences discussed below, and no assurance can be given that the IRS will not take contrary positions.

Further, the following summary does not deal with all U.S. federal income tax consequences applicable to any given investor, nor does it address the U.S. federal income tax considerations applicable to categories of investors subject to special taxing rules, such as brokers, expatriates, banks, real estate investment trusts, regulated investment companies, insurance companies, tax-exempt organizations, controlled foreign corporations, individual retirement or other tax-deferred accounts, dealers or traders in securities or currencies, traders in securities that elects to use a mark-to-market method of accounting for their securities holdings, partners and partnerships, S corporations, estates and trusts, investors required to recognize income for U.S. federal income tax purposes no later than when such income is reported on an “applicable financial statement”, persons subject to the “base erosion and anti-avoidance” tax, investors that hold their common shares as part of a hedge, straddle or an integrated or conversion transaction, investors whose “functional currency” is not the U.S. dollar or investors that own, directly or indirectly, 10% or more of our shares by vote or value. Furthermore, the discussion does not address alternative minimum tax consequences or estate or gift tax consequences or any state tax consequences and is generally limited to investors that hold our common shares as “capital assets” within the meaning of Section 1221 of the Code. Each investor is strongly urged to consult, and depend on, his or her own tax advisor in analyzing the U.S. federal, state, local and non-U.S. tax consequences particular to him or her of an investment in our common shares.

THIS DISCUSSION SHOULD NOT BE VIEWED AS TAX ADVICE. YOU SHOULD CONSULT YOUR OWN TAX ADVISERS CONCERNING THE U.S. FEDERAL TAX CONSEQUENCES TO YOU IN LIGHT OF YOUR OWN PARTICULAR CIRCUMSTANCES, AS WELL AS ANY OTHER TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION, THE EFFECT OF ANY CHANGES IN APPLICABLE TAX LAW, AND YOUR ENTITLEMENT TO BENEFITS UNDER AN APPLICABLE INCOME TAX TREATY.

U.S. Federal Income Taxation of the Company

Operating Income

Unless exempt from U.S. federal income taxation under Section 883 of the Code or under an applicable U.S. income tax treaty, a foreign corporation that earns only shipping income is generally subject to U.S. federal income taxation under one of two alternative tax regimes: (i) the 4% gross basis tax or (ii) the net basis tax and branch profits tax. For this purpose, shipping income includes income from (i) the use of a vessel, (ii) hiring or leasing of a vessel for use on a time, operating or bareboat charter basis or (iii) the performance of services directly related to the use of a vessel (and thus includes spot, time and bareboat charter income). We anticipate that we will earn substantially all our shipping income from the chartering or employment of vessels for use on a spot or time charter basis; we may also, in the future, place one or more of our vessels in pooling arrangements or on bareboat charters.

The U.S.-source portion of shipping income is 50% of the income attributable to voyages that begin or end, but not both begin and end, in the United States. Generally, no amount of the income from voyages that begin and end outside the United States is treated as U.S. source, and consequently none of the shipping income attributable to such voyages is subject to the 4% gross basis tax. Although the entire amount of shipping income from voyages that both begin and end in the United States would be U.S. source, we are not permitted by United States law to engage in voyages that both begin and end in the United States and therefore we do not expect to have any U.S.-source shipping income.

The 4% Gross Basis Tax

The United States imposes a 4% U.S. federal income tax on a foreign corporation’s gross U.S.- source shipping income to the extent such income is not treated as effectively connected with the conduct of a U.S. trade or business. As a result of the 50% sourcing rule discussed above, the effective tax is 2% of the gross income attributable to voyages beginning or ending in the United States.

The Net Basis Tax and Branch Profits Tax

We do not expect to engage in any activities in the United States or otherwise have a fixed place of business in the United States. Nonetheless, if this situation were to change or if we were to be treated as engaged in a U.S. trade or business, all or a portion of our taxable income, including gain from the sale of vessels, could be treated as effectively connected with the conduct of this U.S. trade or business (or “effectively connected income”). Any effectively connected income, net of allowable deductions, would be subject to U.S. federal corporate income tax (with the statutory rate currently being 21%). In addition, we also may be subject to a 30% “branch profits” tax on earnings effectively connected with the conduct of the U.S. trade or business (as determined after allowance for certain adjustments), and on certain interest paid or deemed paid that is attributable to the conduct of our U.S. trade or business. The 4% gross basis tax described above is inapplicable to income that is treated as effectively connected income. Our U.S.-source shipping income would be considered to be effectively connected income only if we have or are treated as having a fixed place of business in the United States involved in the earning of U.S.-source shipping income and substantially all of our U.S.-source shipping income is attributable to regularly scheduled transportation (such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States). Based on our intended mode of shipping operations and other activities, we do not expect to have any effectively connected income.

The Section 883 Exemption

The 4% gross basis tax, the net basis tax and the branch profits tax described above are inapplicable to shipping income that qualifies for exemption under Section 883 of the Code (the “Section 883 Exemption”). A foreign corporation will qualify for the Section 883 Exemption if:

•

it is organized in a “qualified foreign country,” which is a country outside the United States that grants an equivalent exemption from tax to corporations organized in the United States (an “equivalent exemption”);

•

it satisfies one of the following two ownership tests (discussed in more detail below): (A) more than 50% of the value of its shares is beneficially owned, directly or indirectly, by “qualified shareholders” (the “50% Ownership Test”); or (B) its shares are “primarily and regularly traded on an established securities market” in a qualified foreign country or in the United States (the “Publicly Traded Test.”); and

•

it meets certain substantiation, reporting and other requirements (which include the filing of U.S. income tax returns).

We and our subsidiaries that earn shipping income were organized under the laws of the Republic of the Marshall Islands, Singapore and the U.K. The U.S. Treasury recognizes each of the Republic of the Marshall Islands, Singapore and the U.K. as a country that grants an equivalent exemption and thus each is a qualified foreign country. Therefore, if we and our subsidiaries satisfy the 50% Ownership Test or Publicly Traded Test for a taxable year, and otherwise comply with applicable substantiation and reporting requirements, we will be exempt from U.S. federal income tax for that taxable year with respect to our U.S.-source shipping income.

The 50% Ownership Test

For purposes of the 50% Ownership Test, “qualified shareholders” include: (i) individuals who are “residents” (as defined in the Treasury regulations promulgated under the “Section 883 Regulations” of qualified foreign countries, (ii) corporations organized in qualified foreign countries that meet the Publicly Traded Test (discussed below), (iii) governments (or subdivisions thereof) of qualified foreign countries, (iv) non-profit organizations organized in qualified foreign countries, and (v) certain beneficiaries of pension funds organized in qualified foreign countries, in each case, that do not beneficially own the shares in the foreign corporation claiming the Section 883 Exemption, directly or indirectly (at any point in the chain of ownership), in the form of bearer shares (as described in the Section 883 Regulations). For this purpose, certain constructive ownership rules under

the Section 883 Regulations require looking through the ownership of entities to the owners of the interests in those entities. The foreign corporation claiming the Section 883 Exemption based on the 50% Ownership Test must obtain all the facts necessary to satisfy the IRS that the 50% Ownership Test has been satisfied (as detailed in the Section 883 Regulations) and must meet certain substantiation and reporting requirements.

The Publicly Traded Test

The Section 883 Regulations provide, in pertinent part, that shares of a foreign corporation will be considered to be “primarily traded” on an established securities market in a country if the number of shares of each class of stock that are traded during any taxable year on all established securities markets in that country exceeds the number of shares in each such class that are traded during that year on established securities markets in any other single country. Our common shares, which constitute our sole class of issued and outstanding stock, are “primarily traded” on the Nasdaq Capital Market, which is an established market for these purposes.

Under the Section 883 Regulations, our common shares would be considered to be “regularly traded” on an established securities market if one or more classes of our shares representing more than 50% of our outstanding shares, by both total combined voting power of all classes of stock entitled to vote and total value, are listed on such market, to which we refer as the “listing threshold.” Our common shares are listed on the Nasdaq Capital Market. Accordingly, we will satisfy the listing threshold.

The Section 883 Regulations also require that with respect to each class of stock relied upon to meet the listing threshold, (i) such class of stock is traded on the market, other than in minimal quantities, on at least 60 days during the taxable year or one-sixth of the days in a short taxable year (the “trading frequency test”); and (ii) the aggregate number of shares of such class of stock traded on such market during the taxable year must be at least 10% of the average number of shares of such class of stock outstanding during such year or as appropriately adjusted in the case of a short taxable year (the “trading volume test”). Even if this were not the case, the Section 883 Regulations provide that the trading frequency and trading volume tests will be deemed satisfied if such class of stock is traded on an established securities market in the United States and such shares are regularly quoted by dealers making a market in such shares; for this purpose, a dealer makes a market in a stock only if the dealer regularly and actively offers to, and in fact does, purchase the stock from, and sell the stock to, customers who are not related to the dealer in the ordinary course.

Notwithstanding the foregoing, the Section 883 Regulations also provide, in pertinent part, that a class of shares will not be considered to be “regularly traded” on an established securities market for any taxable year in which 50% or more of the vote and value of the outstanding shares of such class are owned, actually or constructively under specified share attribution rules, on more than half the days during the taxable year by one or more persons who each own 5% or more of the vote and value of such class of outstanding stock (the “5% Override Rule”).

For purposes of being able to determine the persons who actually or constructively own 5% or more of the vote and value of our common shares (or “5% shareholders”) the Section 883 Regulations permit us to rely on those persons that are identified on Schedule 13G and Schedule 13D filings with the SEC, as owning 5% or more of our common shares. The Section 883 Regulations further provide that an investment company which is registered under the Investment Company Act of 1940, as amended, will not be treated as a 5% shareholder for such purposes. Consistent with the two Schedule 13D filings made with the SEC in February, currently, Rhea and Maistros beneficially owned more than 5% of our common shares. Thus, we expect that the 5% Override Rule will be triggered.

However, even if the 5% Override Rule is expected to be triggered, the Treasury regulations provide that the 5% Override Rule will nevertheless not apply if we can establish that within the group of 5% shareholders, qualified shareholders (as defined generally under the Section 883 Regulations and discussed above) own sufficient number of shares to preclude non-qualified shareholders in such group from owning 50% or more of our common shares for more than half the number of days during the taxable year. The 5% shareholders are expected to be qualified shareholders for purposes of the Section 883 Regulations. Thus, we expect that the 5% Override Rule would be inapplicable.

Based on the foregoing, we expect that we and our subsidiaries will satisfy both the 50% Ownership Test and the Publicly Traded Test future taxable years and intend to comply with the substantiation and reporting requirements that are applicable under Section 883 of the Code to claim the Section 883 Exemption. If in any future taxable year, the ownership of our common shares changes, because, among other things, we can give no assurance

that such shareholders are qualified shareholders or that a sufficient number of qualified shareholders will cooperate with us in respect of the applicable substantiation and reporting requirements, there can be no assurance that we will satisfy either the 50% Ownership Test or the Publicly Traded Test, in which case we and our subsidiaries would not qualify for the Section 883 Exemption for that taxable year and would be subject to U.S. federal tax as set forth in the above discussion

U.S. Federal Income Taxation of U.S. Holders

As used herein, “U.S. Holder” means a beneficial owner of common shares that is an individual citizen or resident of the United States for U.S. federal income tax purposes, a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof (including the District of Columbia), an estate the income of which is subject to U.S. federal income taxation regardless of its source or a trust where a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons (as defined in the Code) have the authority to control all substantial decisions of the trust (or a trust that has made a valid election under Treasury regulations to be treated as a domestic trust). A “Non-U.S. Holder” generally means any owner (or beneficial owner) of common shares that is not a U.S. Holder, other than a partnership. If a partnership holds common shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. Partners of partnerships holding common shares should consult their own tax advisors regarding the tax consequences of an investment in the common shares (including their status as U.S. Holders or Non-U.S. Holders).

Distributions on Common Shares

Subject to the discussion of PFICs below, any distributions made by us with respect to our common shares to a U.S. Holder of common shares will generally constitute dividends, which may be taxable as ordinary income or qualified dividend income as described in more detail below, to the extent of our current or accumulated earnings and profits as determined under U.S. federal income tax principles. Distributions in excess of our earnings and profits will be treated as a non-taxable return of capital to the extent of the U.S. Holder’s tax basis in its common shares and, thereafter, as capital gain.

U.S. Holders that are corporations generally will not be entitled to claim a dividends received deduction with respect to any distributions they receive from us, except that certain U.S. Holders that are corporations and that directly, indirectly or constructively own 10% or more of our voting power or value may be entitled to a 100% dividends received deduction under certain circumstances. The rules with respect to the dividends received deduction are complex and involve the application of rules that depend on a U.S. Holder’s particular circumstances and on whether we are a PFIC, CFC or both, among other things. You should consult your own tax advisor to determine the effect of the dividends received deduction on your ownership of our common shares.

Dividends paid with respect to our common shares generally will be treated as non-U.S. source income and generally will constitute “passive category income” for purposes of computing allowable foreign tax credits for U.S. federal foreign tax credit purposes. The rules with respect to foreign tax credits are complex and involve the application of rules that depend on a U.S. Holder’s particular circumstances. You should consult your own tax advisor to determine the foreign tax credit implications of owning our common shares, including rules regarding the ability to utilize foreign tax credits against income recognized currently by a U.S. Holder.

Dividends paid on the shares of a non-U.S. corporation to an individual U.S. Holder generally will not be treated as qualified dividend income that is taxable at preferential tax rates. However, dividends paid in respect of our common shares to an individual U.S. Holder may qualify as qualified dividend income if: (i) our common shares is readily tradable on an established securities market in the United States; (ii) we are not a PFIC for the taxable year during which the dividend is paid or in the immediately preceding taxable year; (iii) the individual U.S. Holder has owned the common shares for more than 60 days in the 121-day period beginning 60 days before the “ex-dividend date” and (iv) the individual U.S. Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property. Thus, we can give no assurance that any dividends paid on our common shares will be eligible for these preferential rates in the hands of such individual U.S. Holders. Any dividends paid by us which are not eligible for these preferential rates will be taxed as ordinary income to an individual U.S. Holder.

Further, special rules may apply to any “extraordinary dividend”–generally, a dividend in an amount which is equal to or in excess of 10% of a shareholder’s adjusted tax basis (or fair market value in certain circumstances) or dividends received within a one-year period that, in the aggregate, equal or exceed 20% of a shareholder’s adjusted

tax basis (or fair market value upon the shareholder’s election) in a common share–paid by us to a U.S. Holder that is a corporation for U.S. federal income tax purposes. If we pay an “extraordinary dividend” on our common shares that is treated as “qualified dividend income,” then any loss derived by certain U.S. Holders that are corporations for U.S. federal income tax purposes from the sale or exchange of such common shares will be treated as long-term capital loss to the extent of such dividend.

Sale, Exchange or Other Disposition of Common Shares

Subject to the discussion of PFICs below, a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of common shares in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder’s tax basis in such common shares. Assuming we do not constitute a PFIC for any taxable year, this gain or loss will generally be treated as long-term capital gain or loss if the U.S. Holder’s holding period is greater than one year at the time of the sale, exchange or other disposition. A U.S. Holder’s ability to deduct capital losses is subject to certain limitations.

3.8% Tax on Net Investment Income

A U.S. Holder that is an individual, estate, or, in certain cases, a trust, will generally be subject to a 3.8% tax on the lesser of, in the case of a U.S. Holder that is an individual, (i) the U.S. Holder’s net investment income for the taxable year and (ii) the excess of the U.S. Holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000). A U.S. Holder’s net investment income will generally include distributions we make on the common shares which are treated as dividends for U.S. federal income tax purposes and capital gains from the sale, exchange or other disposition of the common shares. This tax is in addition to any income taxes due on such investment income.

PFIC Status and Significant Tax Consequences

Special U.S. federal income tax rules apply to a U.S. Holder that holds shares in a foreign corporation classified as a PFIC, for U.S. federal income tax purposes. In general, we will be treated as a PFIC with respect to a U.S. Holder if, for any taxable year in which such holder holds our common shares, either:

•

at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business), which we refer to as the income test; or

•

at least 50% of the average value of our assets during such taxable year produce, or are held for the production of, passive income, which we refer to as the asset test.

For purposes of determining whether we are a PFIC, cash will be treated as an asset which is held for the production of passive income. In addition, we will be treated as earning and owning our proportionate share of the income and assets, respectively, of any of our subsidiary corporations in which we own at least 25% of the value of the subsidiary’s stock. Income earned, or deemed earned, by us in connection with the performance of services would not constitute passive income. By contrast, rental income would generally constitute “passive income” unless we were treated under specific rules as deriving our rental income in the active conduct of a trade or business.

Based on our anticipated and projected operations, we do not believe that we (or any of our subsidiaries) are, or expect to become, a PFIC with respect to any taxable year, nor do we expect (or any of our subsidiaries) to become a PFIC in any later taxable year. In making the determination as to whether we are a PFIC, we intend to treat the gross income that we derive or that are deemed to derive from the spot and time chartering activities of us or any of our subsidiaries as services income, rather than rental income. Correspondingly, such income should not constitute passive income, and the assets that we or our wholly-owned subsidiaries own and operate in connection with the production of such income should not constitute passive assets for purposes of determining whether we are a PFIC. We believe that there is substantial legal authority supporting our position consisting of case law and IRS pronouncements concerning the characterization of income derived from spot and time charters as services income for other tax purposes. However, there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes. In the absence of any legal authority specifically relating to the statutory provisions governing PFICs, the IRS or a court could disagree with our position. In addition, although we intend to conduct our affairs in a manner to avoid being classified as a PFIC with respect to any taxable year, we cannot assure you that the nature of our operations will not change in the future.

As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a U.S. Holder would be subject to different taxation rules depending on whether the U.S. Holder makes an election to treat us as a “qualified electing fund” (a “QEF election”). As an alternative to making a QEF election, a U.S. Holder should be able to make a “mark-to-market” election with respect to our common shares, as discussed below. If we were treated as a PFIC, a U.S. Holder will generally be required to file IRS Form 8621 with respect to its ownership of our common shares.

Taxation of U.S. Holders Making a Timely QEF Election

If a U.S. Holder makes a timely QEF election (an “electing holder”) the electing holder must report for U.S. federal income tax purposes its pro-rata share of our ordinary earnings and net capital gain, if any, for each of our taxable years during which we are a PFIC that ends with or within the taxable year of the electing holder, regardless of whether distributions were received from us by the electing holder. No portion of any such inclusions of ordinary earnings will be treated as “qualified dividend income.” Net capital gain inclusions of certain non-corporate U.S. Holders may be eligible for preferential capital gains tax rates. The electing holder’s adjusted tax basis in the common shares will be increased to reflect any income included under the QEF election. Distributions of previously taxed income will not be subject to tax upon distribution but will decrease the electing holder’s tax basis in the common shares. An electing holder would not, however, be entitled to a deduction for its pro-rata share of any losses that we incur with respect to any taxable year. An electing holder would generally recognize capital gain or loss on the sale, exchange or other disposition of our common shares. A U.S. Holder would make a timely QEF election for our common shares by filing IRS Form 8621 with his U.S. federal income tax return for the first year in which he held such shares when we were a PFIC. If we determine that we are a PFIC for any taxable year, we intend to provide each U.S. Holder with information necessary for the U.S. Holder to make the QEF election described above. If we were treated as a PFIC for our 2024 taxable year, we anticipate that, based on our current projections, we would not have a significant amount of taxable income or gain that would be required to be taken into account by U.S. Holders making a QEF election effective for such taxable year.

Taxation of U.S. Holders Making a “Mark-to-Market” Election

Alternatively, if we were to be treated as a PFIC for any taxable year and, as we anticipate will be the case, our shares are treated as “marketable stock,” a U.S. Holder would be allowed to make a “mark-to-market” election with respect to our common shares, provided the U.S. Holder completes and files IRS Form 8621 in accordance with the relevant instructions and related Treasury regulations. If that election is made, the U.S. Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the shares at the end of the taxable year over such Holder’s adjusted tax basis in the shares. The U.S. Holder would also be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder’s adjusted tax basis in the shares over its fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A U.S. Holder’s tax basis in his shares of our common shares would be adjusted to reflect any such income or loss amount recognized. Any gain realized on the sale, exchange or other disposition of our common shares would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included by the U.S. Holder.

Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election

If we were to be treated as a PFIC for any taxable year, a U.S. Holder who does not make either a QEF election or a “mark-to-market” election for that year (a “non-electing holder”) would be subject to special rules with respect to (i) any excess distribution (i.e., the portion of any distributions received by the non-electing holder on the shares in a taxable year in excess of 125% of the average annual distributions received by the non-electing holder in the three preceding taxable years, or, if shorter, the non-electing holder’s holding period for the shares), and (ii) any gain realized on the sale, exchange or other disposition of our common shares. Under these special rules:

•

the excess distribution or gain would be allocated ratably over the non-electing holder’s aggregate holding period for the shares;

•

the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, would be taxed as ordinary income and would not be “qualified dividend income”; and

•

the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.

U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO OUR STATUS AS A PFIC, AND, IF WE (AND/OR ONE OR MORE OF OUR SUBSIDIARIES) ARE TREATED AS A PFIC, AS TO THE EFFECT ON THEM OF, AND THE REPORTING REQUIREMENTS WITH RESPECT TO, THE PFIC RULES AND THE DESIRABILITY OF MAKING, AND THE AVAILABILITY OF, EITHER A QEF ELECTION OR A MARK-TO-MARKET ELECTION WITH RESPECT TO OUR COMMON SHARES. WE PROVIDE NO ADVICE ON TAXATION MATTERS.

U.S. Federal Income Taxation of Non-U.S. Holders

Dividends on Common Shares

A Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on dividends received from us with respect to our common shares, unless that income is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States. In general, if the Non-U.S. Holder is entitled to the benefits of an applicable U.S. income tax treaty with respect to those dividends, that income is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States.

Sale, Exchange or Other Disposition of Common Shares

A Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on any gain realized upon the sale, exchange or other disposition of our common shares, unless:

•

the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States; or

•

the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and who also meets other conditions.

Income or Gains Effectively Connected with a U.S. Trade or Business

If the Non-U.S. Holder is engaged in a U.S. trade or business for U.S. federal income tax purposes, dividends on the common shares and gain from the sale, exchange or other disposition of our common shares, that is effectively connected with the conduct of that trade or business, will generally be subject to regular U.S. federal income tax in the same manner as discussed in the previous section relating to the taxation of U.S. Holders. In addition, in the case of a corporate Non-U.S. Holder, its earnings and profits that are attributable to the effectively connected income, which are subject to certain adjustments, may be subject to an additional U.S. federal branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable U.S. income tax treaty.

Backup Withholding and Information Reporting

Information reporting to the IRS may be required with respect to payments on our common shares and with respect to proceeds from the sale of the common shares. With respect to Non-U.S. Holders, copies of such information returns reporting may be made available to the tax authorities in the country in which the Non-U.S. Holder resides under the provisions of any applicable income tax treaty or exchange of information agreement. A “backup” withholding tax (currently at a 24% rate) may also apply to those payments if a non-corporate holder of the common shares fails to provide certain identifying information (such as the holder’s taxpayer identification number or an attestation to the status of the holder as a Non-U.S. Holder), such holder is notified by the IRS that he or she has failed to report all interest or dividends required to be shown on his or her federal income tax returns or, in certain circumstances, such holder has failed to comply with applicable certification requirements.

Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by certifying under penalties of perjury their status on IRS Form W-8BEN, W-8BEN-E, W-8ECI or W-8IMY, as applicable. A Non-U.S. Holder should consult his or her own tax advisor as to the qualifications for exemption from backup withholding and the procedures for obtaining the exemption.

U.S. Holders of our common shares may be required to file forms with the IRS under the applicable reporting provisions of the Code. For example, such U.S. Holders may be required, under Sections 6038, 6038B and/or 6046 of the Code, to supply the IRS with certain information regarding the U.S. Holder, other U.S. Holders

and us if (i) such person owns at least 10% of the total value or 10% of the total combined voting power of all classes of shares entitled to vote or (ii) the acquisition, when aggregated with certain other acquisitions that may be treated as related under applicable regulations, exceeds $100,000. In the event a U.S. Holder fails to file a form when required to do so, the U.S. Holder could be subject to substantial tax penalties.

If a shareholder is a Non-U.S. Holder and sells his or her common shares to or through a U.S. office of a broker, the payment of the proceeds is subject to both U.S. backup withholding and information reporting unless the shareholder certifies that he or she is not a U.S. person, under penalty of perjury, or he or she otherwise establishes an exemption. If our shareholder is a Non-U.S. Holder and sells his or her common shares through a non-U.S. office of a non-U.S. broker and the sales proceeds are paid to such shareholder outside the United States, then information reporting and backup withholding generally will not apply to that payment. However, U.S. information reporting requirements, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made to a shareholder outside the United States, if the shareholder sells his or her common shares through a non-U.S. office of a broker that is a U.S. person or has some other contacts with the United States. Such information reporting requirements will not apply, however, if the broker has documentary evidence in its records that the shareholder is not a U.S. person and certain other conditions are met, or the shareholder otherwise establishes an exemption.

Backup withholding is not an additional tax and may be refunded (or credited against the holder’s U.S. federal income tax liability, if any), provided that appropriate returns are filed with and certain required information is furnished to the IRS in a timely manner.

In addition, individuals who are U.S. Holders (and to the extent specified in applicable Treasury regulations, Non-U.S. Holders and certain U.S. entities) who hold “specified foreign financial assets” (as defined in Section 6038D of the Code) are required to file IRS Form 8938 with information relating to the asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year (or such higher dollar amount as prescribed by applicable Treasury regulations). Specified foreign financial assets would include, among other assets, our common shares, unless the shares are held in an account maintained with a U.S. financial institution. Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect. Additionally, in the event an individual U.S. Holder (and to the extent specified in applicable Treasury regulations, a Non-U.S. Holder or a U.S. entity) that is required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and collection of U.S. federal income taxes of such holder for the related tax year may not close until three years after the date that the required information is filed. U.S. Holders (including U.S. entities) and Non-U.S. Holders are encouraged consult their own tax advisors regarding their reporting obligations in respect of our common shares.

Material Marshall Islands and Greek Tax Law Considerations

The following is a summary of certain material tax consequences of our activities to us and our shareholders.

We are incorporated in the Marshall Islands and some of our operations are located in Greece.

Under current Marshall Islands law, we are not subject to tax on income or capital gains, and no Marshall Islands withholding tax will be imposed upon payments of dividends by us to our shareholder.

Under Greek Law, the ship management companies which have established an office in Greece under the so called “Law 89” regime, currently legislated by Law 27/1975 as in force, are not subject to any income tax. The same applies to the shipowning companies of the vessels which are managed by such ship management companies and to their foreign holding companies, provided the latter are exclusively holding companies of such shipowning companies, without other activities. There is, however, an annual tonnage tax levy over the vessels managed by such companies, lesser than previously (in view of the below mentioned recent agreement) for which the respective shipowning company and ship management company are jointly and severally liable to pay to the Greek State; also, the tax residents of Greece who receive dividends from such shipowning or their holding companies, (pursuant to a recent agreement between the Union of Greek Shipowners and the Greek State) are taxed at 10% on the dividends which they receive and which they import into Greece, not being liable to any other taxation for these, or any tax for those dividends which either remain with the holding company or are paid to the individual Greek tax resident abroad.

PLAN OF DISTRIBUTION (CONFLICT OF INTEREST)

The Common Shares offered by this prospectus are being offered by the Selling Shareholder, B. Riley Principal Capital II, LLC (“BRPC II”). The shares may be sold or distributed from time to time by the Selling Shareholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the Common Shares offered by this prospectus could be effected in one or more of the following methods:

•

ordinary brokers’ transactions;

•

transactions involving cross or block trades;

•

through brokers, dealers, or underwriters who may act solely as agents;

•

“at the market” into an existing market for our Common Shares;

•

in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents;

•

in privately negotiated transactions; or

•

any combination of the foregoing.

In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.

BRPC II is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

BRPC II has informed us that it presently anticipates using, but is not required to use, B. Riley Securities, Inc. (“BRS”), a registered broker-dealer and FINRA member and an affiliate of BRPC II, as a broker to effectuate resales, if any, of our Common Shares that it may acquire from us pursuant to the Purchase Agreement, and that it may also engage one or more other registered broker-dealers to effectuate resales, if any, of such Common Shares that it may acquire from us. Such resales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such registered broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. BRPC II has informed us that each such broker-dealer it engages to effectuate resales of our Common Shares on its behalf, excluding BRS, may receive commissions from BRPC II for executing such resales for BRPC II and, if so, such commissions will not exceed customary brokerage commissions.

BRPC II is an affiliate of BRS, a registered broker-dealer and FINRA member, which will act as an executing broker that will effectuate resales of our Common Shares that may be acquired by BRPC II from us pursuant to the Purchase Agreement to the public in this offering. Because BRPC II will receive all the net proceeds from such resales of our Common Shares made to the public through BRS, BRS is deemed to have a “conflict of interest” within the meaning of FINRA Rule 5121. Consequently, this offering will be conducted in compliance with the provisions of FINRA Rule 5121, which requires that a “qualified independent underwriter,” as defined in FINRA Rule 5121, participate in the preparation of the registration statement that includes this prospectus and exercise the usual standards of “due diligence” with respect thereto. Accordingly, we have engaged Seaport Global Securities LLC, a registered broker-dealer and FINRA member (“Seaport”), to be the qualified independent underwriter in this offering and, in such capacity, participate in the preparation of the registration statement that includes this prospectus and exercise the usual standards of “due diligence” with respect thereto. BRPC II shall pay Seaport a cash fee of upon the initial filing of the registration statement that includes this prospectus with the SEC as consideration for its services and to reimburse certain expenses incurred in connection with acting as the qualified independent underwriter in this offering. In accordance with FINRA Rule 5110, the cash fee and expense reimbursement to be paid to Seaport for acting as the qualified independent underwriter in this offering are deemed to be underwriting compensation in connection with sales of our Common Shares by BRPC II to the public. Seaport will receive no other compensation for acting as the qualified independent underwriter in this offering. In accordance with FINRA Rule 5121, BRS is not permitted to sell Common Shares in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder.

Except as set forth above, we know of no existing arrangements between the Selling Shareholder and any other shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of the Common Shares offered by this prospectus.

Brokers, dealers, underwriters or agents participating in the distribution of the Common Shares offered by this prospectus may receive compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of the shares sold by the Selling Shareholder through this prospectus. The compensation paid to any such particular broker-dealer by any such purchasers of Common Shares sold by the Selling Shareholder may be less than or in excess of customary commissions. Neither we nor the Selling Shareholder can presently estimate the amount of compensation that any agent will receive from any purchasers of Common Shares sold by the Selling Shareholder.

We may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this prospectus forms a part to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of shares offered by this prospectus by the Selling Shareholder, including with respect to any compensation paid or payable by the Selling Shareholder to any brokers, dealers, underwriters or agents that participate in the distribution of such shares by the Selling Shareholder, and any other related information required to be disclosed under the Securities Act.

We will pay the expenses incident to the registration under the Securities Act of the offer and sale of the Common Shares covered by this prospectus by the Selling Shareholder.

As consideration for its irrevocable commitment to purchase our Common Shares at our direction under the Purchase Agreement, we have agreed to pay BRPC II a cash commitment fee in the amount of $200,000 (the “Cash Commitment Fee”), which is equal to 1.0% of BRPC II’s $20,000,000 total dollar amount purchase commitment under the Purchase Agreement, upon the settlement of the first purchase, if any, that we direct BRPC II to make under the Purchase Agreement. If we do not direct BRPC II to make any purchases under the Purchase Agreement, or if the Commencement does not occur, then we have agreed to pay the $200,000 Cash Commitment Fee to BRPC II within three trading days following the termination of the Purchase Agreement in accordance with its terms. In accordance with FINRA Rule 5110, the $200,000 Cash Commitment Fee is deemed to be underwriting compensation in connection with sales of our shares of Common Shares by BRPC II to the public.

In addition, we have agreed to reimburse BRPC II for the reasonable legal fees and disbursements of BRPC II’s legal counsel in an amount not to exceed (i) $150,000 upon our execution of the Purchase Agreement and Registration Rights Agreement and (ii) $7,500 per fiscal quarter, in each case in connection with the transactions contemplated by this Agreement and the Registration Rights Agreement. In accordance with FINRA Rule 5110, these reimbursed fees and expenses are deemed to be underwriting compensation in connection with sales of our Common Shares by BRPC II to the public. Moreover, in accordance with FINRA Rule 5110, the 3.0% fixed discount to current market prices of our Common Shares reflected in the purchase prices payable by BRPC II for our Common Shares that we may require it to purchase from us from time to time under the Purchase Agreement is deemed to be underwriting compensation in connection with sales of our Common Shares by BRPC II to the public.

We also have agreed to indemnify BRPC II and certain other persons against certain liabilities in connection with the offering of Common Shares offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. BRPC II has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by BRPC II specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable.

We estimate that the total expenses for the offering will be approximately $500,000.

BRPC II has represented to us that at no time prior to the date of the Purchase Agreement has BRPC II, its sole member, any of their respective officers, or any entity managed or controlled by BRPC II or its sole member, engaged in or effected, in any manner whatsoever, directly or indirectly, for its own account or for the account of any of its affiliates, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our Common Shares or any hedging transaction, which establishes a net short position with respect to our Common

Shares. BRPC II has agreed that during the term of the Purchase Agreement, none of BRPC II, its sole member, any of their respective officers, or any entity managed or controlled by BRPC II or its sole member, will enter into or effect, directly or indirectly, any of the foregoing transactions for its own account or for the account of any other such person or entity.

We have advised the Selling Shareholder that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the Selling Shareholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

This offering will terminate on the date that all Common Shares offered by this prospectus have been sold by the Selling Shareholder.

Our Common Shares are currently listed on the Nasdaq Capital Market under the symbol “HMR”.

BRPC II and/or one or more of its affiliates has provided, currently provides and/or from time to time in the future may provide various investment banking and other financial services for us and/or one or more of our affiliates that are unrelated to the transactions contemplated by the Purchase Agreement and the offering of shares for resale by BRPC II to which this prospectus relates, for which investment banking and other financial services they have received and may continue to receive customary fees, commissions and other compensation from us, aside from any discounts, fees and other compensation that BRPC II has received and may receive in connection with the transactions contemplated by the Purchase Agreement, including the $200,000 Cash Commitment Fee we have agreed to pay to BRPC II, (ii) the 3.0% fixed discount to current market prices of our Common Shares reflected in the purchase prices payable by BRPC II for our Common Shares that we may require it to purchase from us from time to time under the Purchase Agreement, and (iii) our reimbursement of up to an aggregate of $240,000 of BRPC II’s legal fees ($150,000 upon execution of the Purchase Agreement and $7,500 per fiscal quarter for the maximum three year term of the Purchase Agreement) in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement.

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES

Heidmar Maritime Holdings Corp. is organized under the law of the Marshall Islands, and certain of the individuals who may be directors and executive officers of us, and certain experts named in this prospectus, reside outside of the United States. All or a substantial portion of the assets of such individuals and of the Company may be located outside of the United States. As a result, you may find it difficult to effect service of process within the United States upon these persons or to enforce outside the United States judgments obtained against us or these persons in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the U.S. federal securities laws, or to otherwise bring original actions in foreign courts to enforce such liabilities. Likewise, it may also be difficult for you to enforce in U.S. courts judgments obtained against us or these persons in courts located in jurisdictions outside the United States, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. Although you may bring an original or derivative action against us or our affiliates in the courts of the Republic of the Marshall Islands, and the courts of the Republic of the Marshall Islands may impose civil liability, including monetary damages, against us or our Affiliates for a cause of action arising under Republic of the Marshall Islands law, it may impracticable for you to do so.

EXPENSES

Set forth below is an itemization of the total expenses, including underwriting fees, expected to be incurred in connection with the offer and sale of our common shares. Except for the SEC registration fee, all amounts are estimates.


SEC registration fee	$	—
FINRA filing fee	$	—
Accounting fees and expenses	$	—
Legal fees and expenses	$	—
Printing expenses	$	—
Underwriting fees	$	—
Miscellaneous	$	—
Total	$	—

LEGAL MATTERS

The validity of the common shares offered hereby and other matters relating to Marshall Islands and U.S. law will be passed upon for Heidmar Maritime Holdings Corp. by Seward & Kissel LLP, One Battery Park Plaza, New York, New York 10004.

EXPERTS

The consolidated financial statements of Heidmar Inc. as of December 31, 2024 and 2023, and for each of the three years in the period ended December 31, 2024, included in this prospectus have been audited by Deloitte Certified Public Accountants, S.A., an independent registered public accounting firm as stated in their report. Such financial statements are included in reliance upon the report of such firm given their authority as experts in accounting and auditing.

The consolidated financial statements of Heidmar Maritime Holdings Corp. as of December 31, 2024 and for the period from May 7, 2024 (inception date) to December 31, 2024, included in this prospectus have been audited by Deloitte Certified Public Accountants, S.A., an independent registered public accounting firm as stated in their report. Such financial statements are included in reliance upon the report of such firm given their authority as experts in accounting and auditing.

The office of Deloitte Certified Public Accountants, S.A. is located at Fragoklissias 3a & Granikou Street, Maroussi, Athens 151 25, Greece.

The financial statements of MGO as of and for the years ended December 31, 2024 and December 31, 2023 included in this prospectus have been audited by Assurance Dimensions, Inc., independent registered public accounting firm, as set forth in their report thereon and included herein in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form F-1 under the Securities Act, including relevant exhibits and schedules, under the Securities Act with respect to the securities offered by this prospectus. For the purposes of this section, the term registration statement on Form F-1 means the original registration statement on Form F-1 and any and all amendments including the schedules and exhibits to the original registration statement or any amendment. This prospectus, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement. Each statement made in this prospectus concerning a document filed as an exhibit to the registration statement on Form F-1 is qualified by reference to that exhibit for a complete statement of its provisions. You should read the registration statement on Form F-1 and its exhibits and schedules for further information with respect to us and the securities offered hereby.

We are required to file reports, including annual reports on Form 20-F, and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov. Additionally, we will make these filings available, free of charge, on our website at https://www.heidmar.com as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. The information on our website, other than these filings, is not, and should not be, considered part of this prospectus and is not incorporated by reference into this document.

As a foreign private issuer, we will be exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

INDEX TO FINANCIAL STATEMENTS



Financial Statements of Heidmar Inc.
		Pages
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1163)		F-2
Consolidated Balance Sheets as of December 31, 2024 and 2023		F-3
Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022		F-4
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022		F-5
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2024, 2023 and 2022		F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022		F-7
Notes to the Consolidated Financial Statements		F-8


Financial Statements of MGO Global Inc.
		Pages
Report of Independent Registered Public Accounting Firm		F-27
Consolidated Balance Sheets as of December 31, 2024 and 2023		F-28
Consolidated Statements of Income for the years ended December 31, 2024 and 2023		F-29
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2024 and 2023		F-30
Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023		F-31
Notes to the Consolidated Financial Statements		F-32


Financial Statements of Heidmar Maritime Holdings Corp.

Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1163)		F-49
Consolidated Balance Sheet as of December 31, 2024		F-50
Consolidated Statements of Operations for the period from May 7, 2024 to December 31, 2024		F-51
Consolidated Statements of Shareholders’ Equity for the period from May 7, 2024 to December 31, 2024		F-52
Consolidated Statements of Cash Flows for the period from May 7, 2024 to December 31, 2024		F-53
Notes to the Consolidated Financial Statements		F-54

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Heidmar Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Heidmar Inc. and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte Certified Public Accountants S.A.

Athens, Greece

May 15, 2025

We have served as the Company's auditor since 2022

Heidmar Inc.

Consolidated Balance Sheets

As of December 31, 2024 and 2023

(Expressed in United States Dollars)


	December 31,
	2024		2023
Assets
Current assets
Cash and cash equivalents		20,029,506		18,931,215
Receivables from related parties (Note 3)		8,313,623		10,781,063
Other receivables (Note 3)		930,381		595,404
Inventories (Note 13)		612,165		1,202,921
Prepayments and other current assets		366,100		1,464,970
Total current assets		30,251,775		32,975,573
Non-current assets
Right-of-use assets from operating leases (Note 9)		5,047,490		14,040,342
Property and equipment, net (Note 4)		317,510		88,946
Guarantees		143,445		135,973
Goodwill (Note 15)		344,156		-
Intangible asset, net (Note 15)		420,328		-
Investment in joint venture (Note 16)		1,569,573		-
Other fixed assets		27,219		27,219
Total non-current assets		7,869,721		14,292,480
Total assets		38,121,496		47,268,053
Shareholders’ equity and liabilities
Current liabilities
Payables to vessel owners (Note 5)		5,085,232		4,907,672
Accounts payable and accrued expenses (Note 14)		1,730,308		1,740,615
Payables to sharing partner and assignee (Note 10)		1,343,098		857,434
Payables to assignee, related party (Note 3, 10 and 12)		60,892		783,852
Payables to related parties (Note 3)		-		507,047
Payables to shareholder (Note 3)		5,239,219		5,239,219
Acquisition installments payable, current portion (Note 15)		177,237		-
Deferred revenue		1,116,000		1,809,408
Operating lease liabilities, current portion (Note 9)		4,889,539		9,286,602
Total current liabilities		19,641,525		25,131,849
Non-current liabilities
Payables to sharing partner (Note 10)		-		972,089
Acquisition installments payable, net of current portion (Note 15)		84,968		-
Operating lease liabilities, non-current portion (Note 9)		179,593		4,753,740
Total non-current liabilities		264,561		5,725,829
Total liabilities		19,906,086		30,857,678
Commitments and contingencies (Note 11)
Shareholders’ equity
Share capital, no par value (500 Class A shares authorized and 96 issued and outstanding and 7,999,500 Class B shares authorized as of December 31, 2024 and 2023) (Note 8)		-		-
Additional paid-in capital		4,225,265		4,225,265
Accumulated other comprehensive income		1,341,547		1,449,963
Retained earnings		12,648,598		10,735,147
Total shareholders’ equity		18,215,410		16,410,375
Total shareholders’ equity and liabilities		38,121,496		47,268,053

The accompanying notes are an integral part of these consolidated financial statements.

Heidmar Inc.

Consolidated Statements of Income

For the Years Ended December 31, 2024, 2023 and 2022

(Expressed in United States Dollars)


	2024			2023			2022
Revenues
Trade revenues (Note 7)		3,334,142			4,930,274			3,924,994
Trade revenues, related parties (Note 3)		9,764,800			13,788,955			10,447,600
Voyage and time charter revenues (Note 7 and 9)		15,180,700			21,968,679			9,467,373
Syndication income, related party (Note 3)		670,231			8,409,528			6,223,911
Total revenues		28,949,873			49,097,436			30,063,878
Operating expenses
Voyage expenses		610,292			762,229			1,127,878
Loss on inventories (Note 13)		101,756			-			-
Operating lease expenses (Note 9)		9,867,091			8,077,834			3,515,026
Charter-in expenses (Note 9)		1,320,063			10,505,532			3,412,929
General and administrative expenses		12,899,599			10,099,716			5,060,145
Amortization of intangible asset (Note 15)		20,672			-			-
Depreciation (Note 4)		39,874			12,828			21,099
Loss on sale of vehicle (Note 4)		-			-			8,332
Total operating expenses		24,859,347			29,458,139			13,145,409
Operating income		4,090,526			19,639,297			16,918,469
Other income/(expenses)
Interest income, net		428,829			938,342			7,717
Interest income, related parties (Note 3)		77,308			-			-
Finance costs (Note 12 and 15)		(1,832,995	)		(1,368,613	)		(751,431	)
Finance costs, related party (Note 3 and 12)		(77,117	)		(4,833	)		-
Share of loss from joint venture (Note 16)		(859,400	)		-			-
Other income, net		250,468			-			-
Foreign exchange (losses)/ gains		(164,168	)		350,005			6,194
Other expenses, net		(2,177,075	)		(85,099	)		(737,520	)
Net income for the year		1,913,451			19,554,198			16,180,949
Earnings per Share (Note 17):
• Basic and diluted	$	19,931.78		$	203,689.56		$	168,551.55
Weighted-average shares outstanding
• Basic and diluted		96			96			96

The accompanying notes are an integral part of these consolidated financial statements.

Heidmar Inc.

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2024, 2023 and 2022

(Expressed in United States Dollars)


	2024			2023		2022
Net income for the year		1,913,451			19,554,198		16,180,949
Other comprehensive (loss) / income:
Foreign currency translation		(108,416	)		66,109		(292,218	)
Total comprehensive income for the year		1,805,035			19,620,307		15,888,731

The accompanying notes are an integral part of these consolidated financial statements.

Heidmar Inc.

Consolidated Statements of Shareholders’ Equity

For the Years Ended December 31, 2024, 2023 and 2022

(Expressed in United States Dollars, except number of shares)


	Share Capital Common shares			Additional paid-in capital		Accumulated other comprehensive income			Retained earnings			Total shareholders’ equity
	Class A No of shares		Amount
Balance, January 1, 2022		96	-		2,225,265		1,676,072		-				3,901,337
Net income for the year	-		-	-		-				16,180,949			16,180,949
Capital contributions	-		-		2,000,000	-			-				2,000,000
Foreign currency translation	-		-	-			(292,218	)		-			(292,218	)
Balance, December 31, 2022		96	-		4,225,265		1,383,854			16,180,949			21,790,068
Net income for the year	-		-	-		-				19,554,198			19,554,198
Dividends declared and paid (distributions of $260,417 per common share) (Note 8)	-		-	-		-				(25,000,000	)		(25,000,000	)
Foreign currency translation	-		-	-			66,109		-				66,109
Balance, December 31, 2023		96	-		4,225,265		1,449,963			10,735,147			16,410,375
Net income for the year	-		-	-		-				1,913,451			1,913,451
Foreign currency translation	-		-	-			(108,416	)	-				(108,416	)
Balance, December 31, 2024		96	-		4,225,265		1,341,547			12,648,598			18,215,410

The accompanying notes are an integral part of these consolidated financial statements.

Heidmar Inc.

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2024, 2023 and 2022

(Expressed in United States Dollars)


	2024			2023			2022
Cash flows from operating activities
Net income for the year		1,913,451			19,554,198			16,180,949
Adjustments to reconcile net income for the year to net cash provided by operating activities:
Depreciation		39,874			12,828			21,099
Amortization of intangible asset		20,672			-			-
Share of loss from joint venture		859,400			-			-
Noncash loss on inventories		91,243			-			-
Loss on sale of vehicle		-			-			8,332
Noncash lease expense		9,398,851			6,981,148			3,717,439
Changes in assets and liabilities:
Receivables/payables from/to related parties		2,890,393			1,430,036			(11,402,661	)
Payables to vessel owners		177,560			(6,112,140	)		6,438,284
Guarantees		(7,472	)		30,611			-
Other receivables		(334,977	)		17,556			(406,183	)
Inventories		499,513			(1,202,921	)		-
Prepayments and other current assets		1,098,870			881,829			(2,244,925	)
Other fixed assets		-			-			(4,314	)
Accounts payable and accrued expenses		(10,307	)		683,717			794,142
Accrued interest payable to sharing partner and assignee		136,790			(54,566	)		288,785
Accrued interest payable to assignee, related party		56,059			4,833			-
Other long-term liabilities		-			-			(50,309	)
Deferred revenue		(693,408	)		(3,221,483	)		5,030,891
Operating lease liabilities		(9,377,209	)		(6,981,148	)		(3,717,439	)
Net cash provided by operating activities		6,759,303			12,024,498			14,654,090
Cash flows from investing activities
Payments for additions of property and equipment		(268,438	)		(9,053	)		-
Loan to the Non-consolidated pool subsidiaries		(930,000	)		-			-
Contributions to joint venture		(2,428,973	)		-			-
Proceeds from sale of property and equipment		-			-			24,173
Cash consideration in business acquisition (Note 15)		(400,000	)		-			-
Net cash (used in)/ provided by investing activities		(4,027,411	)		(9,053	)		24,173
Cash flows from financing activities
Capital contributions		-			-			2,000,000
Principal payments attributable to the acquisition installments payable		(122,951	)		-			-
Proceeds from sharing partner		-			-			972,089
Proceeds from assignee		-			623,215			-
Repayments to assignee		(623,215	)		-			-
Proceeds from assignee, related party		-			779,019			-
Repayments to assignee, related party		(779,019	)		-			-
Proceeds from shareholder		-			5,239,219			-
Dividends paid		-			(25,000,000	)		-
Net cash (used in)/ provided by financing activities		(1,525,185	)		(18,358,547	)		2,972,089
Effect of exchange rate changes on cash and cash equivalents		(108,416	)		66,109			(292,218	)
Net increase/ (decrease) in cash and cash equivalents		1,098,291			(6,276,993	)		17,358,134
Cash and cash equivalents at the beginning of the year		18,931,215			25,208,208			7,850,074
Cash and cash equivalents at the end of the year		20,029,506			18,931,215			25,208,208
Supplemental cash flow information
Cash paid for interest		1,717,263			1,423,179			462,646
Non cash financing activities
Deferred consideration related to business acquisition included in liabilities		252,898			-			-

The accompanying notes are an integral part of these consolidated financial statements.

Basis of Presentation and General Information

The accompanying consolidated financial statements include the accounts of Heidmar Inc. (“HMI”) and its controlled subsidiaries (collectively, the “Company” or “we”) which engages in marine transportation services on an international basis that consists of five business activities: management services to pools of vessels that share operational costs and revenues (“pool management services”), commercial management services for individual vessels (“commercial management services”), sale and purchase services for vessels, which involves assisting clients with the buying and selling of ships (“S&P services”), technical management services for individual vessels (“technical management services”) and chartering of vessels through charter in and charter out (“charter in – charter out”). Heidmar Inc. was formed under the laws of Republic of Liberia on December 3, 1987 and redomiciled into the Republic of the Marshall Islands on December 4, 2006.

As of December 31, 2024, the consolidated financial statements include Heidmar Inc. and the following controlled subsidiaries:

•

Heidmar International Pools Inc.

•

Heidmar2020 LLC

•

Cash Custodian Inc.

•

Heidmar Bulkers Inc.

•

Heidmar Investments LLC

•

Heidmar UK Limited

•

Heidmar UK Trading Limited

•

Heidmar (Far East) LLC

•

Heidmar (Far East) Pte. Ltd.

•

Heidmar (Far East) Tankers Pte Ltd.

•

Heidmar DMCC

•

Heidmar Trading DMCC

•

Ocean Star Inc.

•

Ocean Dolphin Inc.

•

Heidmar Maritime Holdings Corp.

•

HMR Merger Sub Inc.

•

Landbridge Ship Management (HK) Limited

In addition, as of December 31, 2024, Heidmar Inc. owns 50% of the shares of BH Cape Holdings Pte. Ltd. and exercises joint control over this entity (Note 16).

Significant Accounting Policies

Principles of Consolidation: The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of HMI and its subsidiaries in which it holds a controlling financial interest. All inter-company balances and transactions have been eliminated upon consolidation. The Company’s wholly owned subsidiaries to which the Company provides pool management services are variable interest entities, which are not controlled by HMI, but rather by the participants in the pools pursuant to the one vote‑per‑vessel contractual arrangements between the Company and the participants in the pools (the “Non-consolidated Pool Subsidiaries”). The Company has evaluated all facts and circumstances of not being the primary beneficiary of these Non-consolidated Pool Subsidiaries as per the guidance in ASC 810 including (a) any financial or other support (explicitly or implicitly) during the periods presented, (b) the carrying amounts and relevant classifications of the Non-consolidated Pool Subsidiaries, (c) the exposure of the Company to any loss from these Non-consolidated Pool Subsidiaries, and (d) any liquidity arrangement, guarantees and any other commitments by third parties that may affect the risk of exposure and concluded that none of the above conditions apply. The Non-consolidated Pool Subsidiaries are accounted for under the equity method. Under the equity method of accounting, investments in non-consolidated pool subsidiaries are stated at initial cost, and are adjusted for subsequent additional investments and the Company’s proportionate share of earnings or losses and distributions. The Company’s equity interest in the Non-consolidated Pool Subsidiaries as of December 31, 2024 and 2023 as well as the Company’s proportionate share of earnings or losses and distributions for the three years in the period ended December 31, 2024 was nil.

For the years ended December 31, 2024, 2023 and 2022, the Non-consolidated Pool Subsidiaries consisted of the following:

•

Blue Fin Tankers Inc., which operates a pool of Suezmax-size tankers (the “Blue Fin pool”)

•

SeaLion Tankers INC., which operates a pool of LR2-size tankers (the “SeaLion Pool”)

•

Seadragon Tankers Inc., which operates a pool of VLCC tankers (the “Seadragon pool”)

•

Dorado Tankers Pool Inc., which operates a pool of MR2-size tankers (the “Dorado pool”)

For the years ended December 31, 2024, 2023 and 2022, the dormant Non-consolidated Pool Subsidiaries consisted of the following:

•

Sigma Tankers Inc. (the “Sigma pool”)

•

Seawolf Tankers Inc. (the “Seawolf Pool”)

•

Star Tankers Inc. (the “Star pool”)

Significant Accounting Policies - continued

•

Marlin Tankers Inc. (the “Marlin Pool”)

•

Sea Otter Tankers Inc. (the “Sea Otter Pool”)

SeaHorse Tankers Inc. operated a pool of small size tankers (the “SeaHorse Pool”) for the years ended December 31, 2023 and 2022. During the year ended December 31, 2024, the Company ceased providing management services to SeaHorse Tankers Inc. since the pool agreements with the vessels in the SeaHorse Pool were terminated. As a result, SeaHorse Pool was an operating Non-consolidated Pool Subsidiary of the Company for the years ended December 31, 2023 and 2022 and dormant as of December 31, 2024.

Use of Estimates: The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Earnings per common share: Basic earnings per share is computed by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding during the period. The weighted-average number of common shares outstanding does not include any potentially dilutive securities.

Diluted earnings per share gives effect to all potentially dilutive securities to the extent that they are dilutive. No potentially dilutive securities existed as of December 31, 2024, 2023 and 2022.

Foreign Currency Translation: The Company translates the consolidated financial statements of its non-U.S. subsidiaries into U.S. dollars from their functional currencies. Assets and liabilities denominated in foreign currencies are translated at the exchange rates in effect at the consolidated balance sheet dates. Revenues and expenses are translated at the weighted average exchange rates prevailing during the period. Unrealized gains or losses arising from currency translation are included in other comprehensive income/(loss) in the accompanying consolidated statements of comprehensive income.

Cash and Cash Equivalents: Cash consists of cash on hand and cash in banks. The Company considers highly liquid investments such as time deposits and certificates of deposit with original maturities of three months or less to be cash equivalents.

Inventories: Inventories consist of EU Emissions Trading System (“EU ETS”) allowances and are stated at the lower of cost and net realizable value. Net realizable value is the estimated selling prices less reasonably predictable costs of disposal and transportation. The cost is determined by the first-in, first-out method. EU ETS allowances are accounted for under Accounting Standards Codification (“ASC”) 330, as inventory, as the Company plans to actively trade these allowances. As of December 31, 2023, inventories also included consumable bunkers stated at the lower of cost and net realizable value.

Property and equipment, net: Property and equipment is recorded at cost. The cost of each of the Company’s assets is depreciated on a straight-line basis over the asset’s remaining economic useful life, after considering the estimated residual value (if any).

The expected useful life of each of the assets are as follows:


Property and equipment
Furniture and office equipment	10 years
IT equipment and software	5 years

Impairment Loss: The Company follows the ASC Subtopic 360-10, “Property, Plant and Equipment” (“ASC 360-10”), which requires impairment losses to be recorded for furniture and office equipment when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. If indicators of impairment are present, the Company performs an analysis of the anticipated undiscounted future net cash flows of the related furniture and office equipment, annually. If the carrying value of the related asset exceeds the undiscounted cash flows, the carrying value is reduced to its fair value and the difference is recorded as an impairment loss in the accompanying consolidated statements of income. For the years ended December 31, 2024, 2023 and 2022 there was no impairment loss.

Impairment of Right of use assets from operating leases: The Company evaluates its Right of use assets from operating leases for potential impairment when it determines a triggering event has occurred. When a triggering event has occurred, the Company performs a test of recoverability by comparing the expected undiscounted future cash flows (including expected residual values) over the remaining lease terms to the carrying value of the Right of use asset. If the test of recoverability identifies a possible impairment, the Right of use asset’s fair value is measured in accordance with the fair value measurement framework. An impairment charge is recognized for the amount by which the carrying value of the Right of use asset exceeds its estimated fair value and would be recorded in the accompanying consolidated statements of income. For the years ended December 31, 2024, 2023 and 2022 there was no impairment of the Company’s Right of use assets from operating leases.

Significant Accounting Policies - continued

Accounting for Trade Revenues and Trade Revenues, related parties: Trade revenues consist primarily of commissions and management fees earned from pool management services and commercial management services, commissions earned from services provided on sale and purchase (“S&P”) of vessels and management fees earned from technical management services. Commissions from pool management services and commercial management services are earned based on the gross freight, dead freight, hire and demurrage revenues of the managed vessels and are recognized ratably over the duration of each voyage on a load port-to-discharge port basis. Management fees from pool management services and commercial management services are earned on a fixed rate per day, per vessel. The Company’s pool and commercial management services do not have established terms of duration. Either party is entitled to terminate the agreement at any time after the expiry of a certain period, subject to the completion of the ongoing voyage, provided written notice of a period up to 3 months is given by either party to the other that the agreement is to terminate. Trade revenues are recognized when earned and when it is probable that future economic benefits will flow to the Company and such benefit can be measured reliably. The performance obligations begin to be satisfied once the vessel begins loading the cargo. The Company determined that its service contracts consist of a single performance obligation of providing commercial management services during the transportation of the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses and the revenue is recognized on a straight- line basis over the voyage days from the commencement of the loading of cargo to completion of discharge.

Management fees from technical management services are earned for each vessel at a fixed rate per day. The Company’s technical management services have an established duration term of four years and either party can terminate the agreement if certain conditions are met. Trade revenues are recognized when earned and when it is probable that future economic benefits will flow to the Company and such benefit can be measured reliably. The Company determined that its technical management service contracts consist of a single performance obligation of providing technical management services during the period of service and the revenue is recognized on a straight-line basis over the service period.

In a sales and purchase service contract, the performance obligation is typically the brokerage service fee to facilitate the sale or purchase of a vessel. This involves finding a buyer or seller, negotiating terms, and closing the transaction. Commissions arising from the S&P services are considered as earned and are recognized at the point in time when the sale transaction has been completed and the ownership of the vessel has been transferred to the new owner and therefore the performance obligation is satisfied.

Operating Leases - The Company as a Lessor

Time charter-out contracts

Our time charter revenues are generated from our vessels that have been chartered out to a third-party charterer for a specified period in exchange for consideration, which is based on a daily rate. The charterer has the full discretion over the ports subject to compliance with the applicable charter party agreement and relevant laws. The charterer bears the voyage related costs such as bunker expenses, port charges and canal tolls during the hire period. The charterer generally pays the charter hire monthly in advance. We determined that our time charter contracts are considered operating leases and therefore fall under the scope of the guidance ASC 842 because (i) the vessel is an identifiable asset, (ii) we do not have substantive substitution rights, and (iii) the charterer has the right to control the use of the vessel during the term of the contract and derives the economic benefits from such use. Time charter revenue is recognized as earned on a straight-line basis over the term of the relevant time charter starting from the vessel’s delivery to the charterer, except for any off-hire period, and ending upon redelivery to the Company. Under the guidance of ASC 842, we elected the practical expedient available to lessors to not separate the lease and non-lease components included in the time charter revenue because (i) the pattern of revenue recognition for the lease and non-lease components is the same as it is earned by the passage of time and (ii) the lease component, if accounted for separately, would be classified as an operating lease.

Operating Leases – The Company as a Lessee

Time charter-in contracts

Significant Accounting Policies - continued

Office leases

For leases with terms greater than 12 months, we record the related right-of-use asset and lease liability as the present value of fixed lease payments over the lease term. For leases that do not provide a readily determinable discount rate, we use our incremental borrowing rate to discount lease payments to present value. The Company recognizes right-of-use assets (“ROU”) and corresponding lease liabilities for its operating leases. ROU assets and liabilities are recognized at the commencement date of an arrangement based on the present value of lease payments over the lease term. The operating lease ROU asset also includes any lease payments made to the lessor prior to lease commencement, less any lease incentives, and initial direct costs incurred. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. After the commencement date, we remeasure the lease liability to reflect changes to the lease payments. We recognize the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset.

Accounting for Voyage Revenues and Voyage expenses: In a voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage, which may contain multiple load ports and discharge ports. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charter party contracts commit for a minimum amount of cargo. The charterer is liable for any short loading of cargo known as “dead” freight. The voyage charter party generally has a “demurrage” or “dispatch” clause. As per this clause, the charterer reimburses the Company for any potential delays exceeding the allowed laytime as per the charter party clause at the ports visited, which is recorded as demurrage revenue. Demurrage revenue is recognized starting from the point that it is determined that the amount can be estimated and its collection is probable and on a straight line basis until the end of the voyage. Conversely, the charterer is given credit if the loading/discharging activities happen in less time than the allowed laytime known as dispatch resulting in a reduction in revenue and is recognized as the performance obligation is satisfied. In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo. The Company determined that its voyage charter contracts consist of a single performance obligation of transporting the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses and the revenue is recognized on a straight-line basis over the voyage days from the commencement of the loading of cargo to completion of discharge. The freight charters are considered service contracts which fall under the provisions of ASC 606 because the Company retains control over the operations of the vessels such as the routes taken or the vessels’ speed. Freight, demurrage, and miscellaneous revenues from the operations of vessels are recognized in the period earned. Such revenues and the related operating costs applicable to voyages in progress at the end of a reporting period are recognized ratably over the estimated duration of the voyage on the percentage-of-completion method of accounting.

Voyage expenses are direct expenses to voyage revenues and primarily consist of brokerage and agency commissions, port expenses, canal dues and bunker fuel. Brokerage and agency commissions are paid to shipbrokers for their time and efforts for negotiating and arranging charter party agreements on behalf of the Company and are expensed over the related charter period. All other voyage expenses are expensed as incurred, except for expenses during the ballast portion of the voyage (period between the contract date and the date of the vessel’s arrival to the load port). Any expenses incurred during the ballast portion of the voyage such as bunker fuel expenses, canal tolls and port expenses are deferred and are recognized on a straight-line basis, in voyage expenses, over the voyage duration as the Company satisfies the performance obligations under the contract provided these costs are (1) incurred to fulfill a contract that we can specifically identify, (2) able to generate or enhance resources of the Company that will be used to satisfy performance of the terms of the contract, and (3) expected to be recovered from the charterer. These costs are considered ‘contract fulfillment costs’ and are included in ‘deferred voyage expenses’ in the accompanying consolidated balance sheets. Voyage expenses presented in the accompanying consolidated statements of income, were associated with bunkers consumed during the ballast or idle periods and bunkers consumed when the related vessel operates under a spot voyage.

Syndication income, related party: Heidmar Investments LLC, a fully-owned consolidated subsidiary of Heidmar Inc., entered into “Syndication Agreements” (“syndication”) with Heidmar Trading LLC, a related party, (“syndication partner”) for two vessels (“Two Vessels”) which the syndication partner chartered-in from unrelated parties and then chartered-out to unrelated parties. The syndication is an assignment and transfer of profits and losses between Heidmar Investments LLC and the syndication partner wherein Heidmar Investments LLC will assume the syndication partner’s monthly charter hire and voyage expenses and in return will be assigned the revenues earned by the Two Vessels (the “syndication result”). Furthermore, in accordance with the provisions of the Syndication Agreements, Heidmar Inc. has been appointed as the commercial manager of the vessels based on the provisions of the related commercial management agreements (“CMA”) entered into between HMI and the syndication partner. In order to receive the proceeds from the Syndication Agreement, the Company needs to be performing the services under the CMA. Therefore, the Syndication Agreements and the CMA are considered a single service contract which depends on the provision of a service and in accordance with the guidance in ASC 606-10-25-9 for combining contracts, the Syndication Agreement and the CMA are accounted for as a single services contract under ASC 606 (the “services contract”). HMI concluded that the services contract includes a fixed and a variable consideration related to the servicing of the vessels. The variable consideration is equal to the net operating results of the two vessels which is recognized as the profits are earned or the losses are incurred during the period of the service contract as that is when the income, if any, can be reliably measured for this variable remuneration. The fixed based fee component is a fixed rate per day and a fixed commission on the gross freight, dead freight, hire and demurrage revenues of the Two Vessels. The fixed commissions earned are recognized ratably over the duration of each voyage on a load port-to-discharge port basis. Because the variable consideration is calculated after taking into account the fixed fee component recognized as an expense by the vessels in their operating results, the income related to the fixed fees is eliminated against such expense included in the variable fee income. The resulting variable fee income amounted to $670,231, $8,409,528 and $6,223,911 for the years ended December 31, 2024, 2023 and 2022, respectively. The Syndication Agreements commenced in January and February 2022, and terminated in March 2024 and April 2023, respectively.

Significant Accounting Policies - continued

Profit sharing arrangements: The Company follows the provisions of ASC 470 “Debt” in order to account for the profit and loss sharing agreements entered into with related or unrelated parties. According to the provisions of the profit and loss sharing agreements, the Company charters in a vessel, earns revenue from the charter out of the vessel to another party, and receives an upfront cash payment from the counterparty of the profit and loss sharing agreement to be used for the operations of the vessel and the counterpart receives an agreed percentage of profits and losses (sale of future revenue, arising from the operations of the vessel. When the Company has significant continuing involvement in the generation of the cash flows of the vessel, the Company accounts for this transaction as debt under ASC 470-10. The proceeds received in a sale of future revenue are accounted for as debt. After the initial recognition, an entity uses the interest method (ASC 835-30-25-5: “The total amount of interest during the entire period of a cash loan is generally measured by the difference between the actual amount of cash received by the borrower and the total amount agreed to be repaid to the lender to account for the amount recorded as debt.”). Actual cash repayments are recorded as either interest expense or a reduction of the outstanding debt balance, including accrued interest, in accordance with the interest method. Interest cost is accrued in each period by applying the effective interest rate against the debt’s net carrying amount. If the timing or amount of the actual or estimated cash flows changes, the original amortization schedule for the debt is updated to reflect the revised cash flows. The Company has elected to adopt the prospective approach to account for changes in the amount or timing of cash flows, in which the effective interest rate is updated.

Concentration of credit risk: The Company extends credit to its customer in the normal course of business. The Company regularly reviews its accounts and estimates the amount of uncollectible receivables each period to assess the adequacy of the allowance for uncollectible amounts. Management does not believe significant risk exists in connection with the Company’s concentration of credit as at December 31, 2024 and 2023. The simplified approach is applied to other receivables and receivables from related parties and the Company recognizes lifetime expected credit losses ("ECLs") on other receivables and receivables from related parties. Under the simplified approach, the loss allowance is always equal to ECLs. No provision for doubtful accounts was required for the years ended December 31, 2024, 2023 and 2022. The Company places its cash and cash equivalents, consisting mainly of bank deposits, with creditworthy financial institutions rated by qualified rating agencies.

Income tax: The Company through its subsidiaries operates in various jurisdictions and generates taxable income (if any). Current tax is recognized at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Fair Value: The Company follows the provisions of ASC 820, “Fair Value Measurements and Disclosures” which defines, and provides guidance as to the measurement of fair value. ASC 820 creates a hierarchy of measurement and indicates that, when possible, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. In accordance with the requirements of accounting guidance relating to Fair Value Measurement, the Company classifies and discloses assets and liabilities carried at fair value in one of the following categories:

Level 1: Quoted market prices in active markets for identical assets and liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Unobservable inputs that are not corroborated by market data.

Business Acquisitions & Asset Acquisitions: When the Company enters into an acquisition transaction, it determines whether the acquisition transaction is a purchase of an asset or a business based on the facts and circumstances of the transaction. In accordance with Topic 805, Business Combinations, the Company first evaluates whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets (Step one). If that threshold is met, the set of assets and activities is not a business. If the threshold is not met, the Company evaluates whether the set meets the definition of a business (Step two). To be considered a business, a set must include an input and a substantive process that together significantly contributes to the ability to create an output. All assets acquired and liabilities assumed in a business combination are measured at their acquisition date fair values. For asset acquisitions, the net assets acquired should be measured following a cost accumulation and allocation model under which the cost of the acquisition is allocated on a relative fair value basis to the qualifying assets acquired. Transaction costs associated with asset acquisitions are capitalized.

Goodwill and Intangible Asset: The goodwill represents the excess of the purchase consideration over the fair value of the net assets acquired in a business acquisition. The determination of the value of goodwill and intangible assets arising from acquisitions requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair value of intangible assets acquired, and liabilities assumed and the excess purchase price over net assets acquired to goodwill. Goodwill is not amortized and is assessed for impairment using fair value measurement techniques at least annually or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. The goodwill is considered to be impaired if the Company determines that the carrying value of Company’s one reporting unit exceeds its respective fair value. No impairment charge was recorded for the year ended December 31, 2024.

The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The quantitative assessment for goodwill requires the Company to estimate the fair value of the Company’s one reporting unit using either an income or market approach or a combination thereof.

Intangible asset includes the technical license management (“Technical License”), which is an amortizable intangible asset. Amortization is calculated on a straight-line basis over the estimated useful life of the asset. Amortization for licenses commences upon market launch. Amortization for assets acquired commences upon acquisition. Technical License is amortized over a 15-year period.

Amortizable intangible assets are assessed for impairment upon triggering events that indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to future net undiscounted cash flows expected to be generated by the associated asset. If such assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the intangible assets. No impairment charge was recorded for the year ended December 31, 2024.

Significant Accounting Policies - continued

Acquisition Installments Payable: Upon the completion of an acquisition, the Company may record an acquisition installment payable. Acquisition installments payables, which are fixed future payments, are recorded at their net present value. Accretion of interest expense attributable to the acquisition installments payable is recorded as a component of finance costs.

Investments in joint ventures: The Company’s investments in joint ventures are accounted for using the equity method of accounting. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and the Company’s proportionate share of earnings or losses and distributions. The Company evaluates its investments in joint ventures for impairment when events or circumstances indicate that the carrying value of such investments may have experienced other than temporary decline in value below their carrying value. If the estimated fair value is less than the carrying value and is considered other than a temporary decline, the carrying value is written down to its estimated fair value and the resulting impairment is recorded in the accompanying consolidated statements of income. No impairment charge was recorded for the year ended December 31, 2024.

Recent Accounting Pronouncements:

In August 2023, the FASB issued ASU 2023-05 that will require a joint venture, upon formation, to measure its assets and liabilities at fair value in its standalone financial statements. A joint venture will recognize the difference between the fair value of its equity and the fair value of its identifiable assets and liabilities as goodwill (or an equity adjustment, if negative) using the Business Combination accounting guidance regardless of whether the net assets meet the definition of a business. The new accounting standard is intended to reduce diversity in practice. This ASU applies to an entity that qualifies as either a joint venture or a corporate joint venture under GAAP. This accounting standard will become effective for joint ventures with a formation date on or after January 1, 2025, with early adoption permitted. The Company adopted this ASU on January 1, 2025. The Company is currently evaluating the potential effect that the updated standard will have on its consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, which requires the disclosure of significant segment expenses that are part of an entity’s segment measure of profit or loss and regularly provided to the chief operating decision maker. In addition, it adds or makes clarifications to other segment-related disclosures, such as clarifying that the disclosure requirements in ASC 280 are required for entities with a single reportable segment and that an entity may disclose multiple measures of segment profit and loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. The Company adopted ASU 2023-07 as of January 1, 2024 and its adoption increased the disclosures on the Company’s consolidated financial statements, while there was no impact to financial position or results of operations.

In December 2023, the FASB issued ASU 2023-09, “Improvement to Income Tax Disclosure”. This standard requires more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for public entities, for annual periods beginning after December 15, 2024. The Company adopted this ASU on January 1, 2025. The Company is currently evaluating the potential effect that the updated standard will have on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, that will require more detailed disclosure about specified categories of expenses (including employee compensation, depreciation and amortization) included in certain expense captions presented on the face of the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to all prior periods presented in the consolidated financial statements. The Company is currently evaluating the impact of these amendments on its consolidated financial statements.

Transactions with related parties and shareholders

Profit and Loss Sharing agreement:

During the years ended December 31, 2024, 2023 and 2022, the accrued interest costs of the profit and loss sharing agreement (the “Agreement”) entered into for one vessel described in Note 10 relating to MM Shipinvest Holdings Co., a related party company owned by one of HMI’s two shareholders, (“Assignee A”), based on the effective interest method, were $77,117, $4,833 and $nil, respectively, and are presented under “Finance costs, related party” in the accompanying consolidated statements of income.

Payables to Assignee A, which mainly include the accrued recognized interest cost from the operations of the vessel and are analyzed as follows:


	Payable to Assignee A, related party
January 1, 2023		-
Proceeds from assignee		779,019
Interest cost		4,833
December 31, 2023		783,852
Interest cost		77,117
Repayments to assignee		(779,019	)
Interest paid		(21,058	)
December 31, 2024		60,892

Transactions with related parties and shareholders - continued

Transactions with the Non-consolidated Pool Subsidiaries:

The Company earns management fees and commissions from the Non-consolidated Pool Subsidiaries (Note 2). The amounts earned for the years ended December 31, 2024, 2023 and 2022 are included in “Trade revenues, related parties” in the accompanying consolidated statements of income and are analyzed as follows:


	December 31, 2024
	Management Fees		Commissions
Blue Fin Pool		593,352		744,795
SeaLion Pool		966,198		2,825,367
Dorado Pool		29,452		768,779
SeaHorse Pool		22,500		17,075
Seadragon Pool		134,100		3,663,182
Total		1,745,602		8,019,198


	December 31, 2023
	Management Fees		Commissions
Blue Fin Pool		562,732		1,612,632
SeaLion Pool		1,080,585		4,163,287
Dorado Pool		73,000		889,057
SeaHorse Pool		160,772		206,890
Seadragon Pool		-		5,040,000
Total		1,877,089		11,911,866


	December 31, 2022
	Management Fees		Commissions
Blue Fin Pool		1,022,820		1,318,765
SeaLion Pool		1,074,411		3,187,366
Star Pool		-		13,288
Dorado Pool		53,726		412,254
SeaHorse Pool		95,138		138,644
Seadragon Pool		-		3,131,188
Total		2,246,095		8,201,505

During the year ended December 31, 2024, the Company provided aggregate funding of $930,000 to the Non-consolidated Pool Subsidiaries for working capital purposes. This loan to the Non-consolidated Pool Subsidiaries is included in “Receivables from related parties” in the accompanying consolidated balance sheet. The loan receivable is unsecured, with no fixed payment terms and repayable by the Non-consolidated Pool Subsidiaries upon demand and no later than December 31, 2025. The rate of interest on this loan receivable is 4.06% plus Secured Overnight Financing Rate (“SOFR”). The Company earned interest income of $77,308 from the Non-consolidated Pool Subsidiaries, at weighted average interest rates of 9.2% and 8.7% included in “Interest income, related parties” in the accompanying consolidated statement of income.

Receivables from the Non-consolidated Pool subsidiaries are included in “Receivables from related parties” in the accompanying consolidated balance sheets and consist of receivables related to unpaid management fees, commissions earned from the Non-consolidated Pool Subsidiaries and amounts paid for expenses of the Non-consolidated Pool Subsidiaries on behalf of them or loan receivable from the Non-consolidated Pool Subsidiaries. Payables to the Non-consolidated Pool subsidiaries are included in “Payables to related parties” in the accompanying consolidated balance sheets and mainly consist of revenue collected from Heidmar Inc. on behalf of Non-consolidated Pool Subsidiaries. As of December 31, 2024 and 2023, the Company had receivables from/ (payables to) the following Non-consolidated Pool subsidiaries:


	2024		2023
Blue Fin Pool		2,457,095		747,149
SeaLion Pool		1,299,135		2,594,788
Seadragon Pool		2,962,896		1,196,675
Seawolf Pool		15,592		12,944
Dorado Pool		1,041,740		444,841
Star Pool		7,186		7,202
Marlin Pool		4,595		4,595
SeaHorse Pool		525,384		511,861
Total Receivables		8,313,623		5,520,055
Sigma Pool		-		507,047
Total Payables		-		507,047

Transactions with related parties and shareholders - continued

Revenues, costs and expenses applicable to revenues, net income current and total assets, current and total liabilities of the Non-consolidated Pool subsidiaries as of and for the years ended December 31, 2024, 2023 and 2022 are analyzed as follows:


	December 31, 2024		December 31, 2023		December 31, 2022
Revenues of the Non-consolidated Pool Subsidiaries		691,734,800		877,449,952		683,809,587
Costs and expenses of the Non-consolidated Pool Subsidiaries		281,851,357		328,587,308		347,922,997
Net income of the Non-consolidated Pool Subsidiaries		-		-		-
Current and total assets of the Non-consolidated Pool Subsidiaries		114,193,010		194,146,719		228,948,203
Current and total liabilities of the Non-consolidated Pool Subsidiaries		114,192,810		194,146,519		228,948,103

Transactions with Syndication partner:

Receivables and trade revenues from the Syndication partner consist of balances with Heidmar Trading LLC. (“Syndication partner”), an entity that is controlled by one of Company’s shareholders.

Syndication income

Syndication income that amounted to $670,231 (2023: $8,409,528, 2022: $6,223,911) for the year ended December 31, 2024 represents the variable remuneration relating to the operating results of the Two Vessels under the Syndication Agreement. The syndication agreement for one vessel ended in April 2023 and for the second one in March 2024.

Receivable from Syndication partner: Receivable from Syndication partner of $nil and $5,261,008 as at December 31, 2024 and December 31, 2023, respectively, mainly includes amounts due from the Syndication partner relating to the Syndication result and advances for expenses paid on behalf of the Syndication partner and is included in “Receivables from related parties” in the accompanying consolidated balance sheets. The receivable as of December 31, 2023, has been fully settled during the year ended December 31, 2024.

Payables to shareholder: Payables to shareholder consist of amounts paid by one of the shareholders, Maistros Shipinvest Corp., for working capital purposes with regards to the operations of the newly established office in Dubai (Note 9). The balance as of both December 31, 2024 and December 31, 2023 was $5,239,219. This balance is unsecured, with no fixed payment terms, interest free and repayable upon demand.

Other: Included in “Other receivables” in the accompanying consolidated balance sheets, is the advance to an employee in a management position which is unsecured, interest free and callable upon demand. The balance as at December 31, 2024 and 2023 was $98,026 and $nil, respectively.

The following table presents a summary of the receivables/(payables) from/(to) related parties:


	2024		2023
Non-consolidated pool subsidiaries		8,313,623		5,520,055
Syndication partner		-		5,261,008
Total Receivables		8,313,623		10,781,063

Non-consolidated pool subsidiaries		-		507,047
Total Payables		-		507,047

Property and equipment, net

The amounts shown in the accompanying consolidated balance sheets are analyzed as follows:


	December 31,
	2024			2023
Furniture and office equipment		387,374			118,936
Total		387,374			118,936
Less accumulated depreciation		(69,864	)		(29,990	)
Property and equipment, net		317,510			88,946

The Company recognized depreciation expense of $39,874, $12,828 and $21,099 for property and equipment for the years ended December 31, 2024, 2023 and 2022, respectively and it is included under “Depreciation” in the accompanying consolidated statements of income.

During the year ended December 31, 2024, the Company purchased furniture and office equipment amounted to $268,438 for the offices in Greece and Hong Kong (Note 9).

During 2022, the Company sold a vehicle for $24,173 with a net book value of $32,505 and realized a loss of $8,332.

Payables to vessel owners

Payables to vessel owners include amounts related to commercial management services.

The Company has entered into commercial management agreements for certain vessels. Under the terms of these agreements, the Company collects freight and other revenues and pays voyage expenses on behalf of the vessel owning subsidiaries. Outstanding payable balances are recorded in accounts payable to vessel owners.

Payables to vessel owners as of December 31, 2024 and 2023 consist of the following:


	December 31,
	2024		2023
Payables to non-pool vessels		5,085,232		4,907,672
Total		5,085,232		4,907,672

Income tax

HMI serves as a holding company for a group of companies primarily engaged in the international operation of ships. Generally, income from the international operation of ships is subject to preferential tax regimes in the countries where the ship owning or operating companies are incorporated and exempt from income tax in other countries where the ships call due to the application of income tax treaties or, in the case of the United States, treaties or Section 883 of the Internal Revenue Code of 1986, as amended (the “Code”). Among other things, in order to qualify, the Company must be incorporated in a country, which grants an equivalent exemption to U.S. corporations and must satisfy certain qualified ownership requirements.

Income earned by the Company organized outside of the United States that is not derived in connection with the international operation of ships (as such term is defined by Section 883 of the Code and the regulations promulgated there under) or earned in countries without preferential tax regimes is subject to income tax in the countries where such income is earned. Section 887 of the Code imposes a 4% gross basis tax on U.S. source gross transportation income (“USSGTI”). USSGTI is 50% of the gross revenue derived from voyages that begin or end in the United States. The Non-consolidated Pool Subsidiaries of the Company earn USSGTI. The Non-consolidated Pool Subsidiaries are incorporated in the Marshall Islands. Pursuant to the income tax laws of the Marshall Islands, these subsidiaries are not subject to income tax. The Marshall Islands has been officially recognized by the Internal Revenue Service as a qualified foreign country that currently grants the requisite equivalent exemption from tax. In addition, these subsidiaries satisfy one of the ownership tests required by Section 883 and are therefore exempt from U.S. income tax on their transportation income derived from the operation of their chartered vessels to or from U.S. ports.

Uncertain tax positions are evaluated under the more likely-than-not threshold for financial statement recognition and measurement for tax positions taken or expected to be taken in a tax return. The Company reviews its tax positions annually and adjusts its tax reserve balances as more information becomes available. No such reserve was deemed necessary as of December 31, 2024 and 2023.

For the years ended December 31, 2024, 2023, and 2022, the Company did not recognize any taxable profits. This was primarily due to the preferential tax regimes applicable to the international operation of ships, as well as the utilization of tax loss carryforwards by certain subsidiaries in various jurisdictions. As a result, no income tax expense or benefit was recorded for any of the periods presented.

Revenues

Trade revenues for the years ended December 31, 2024, 2023 and 2022 consists of the following items:


	December 31,
	2024		2023		2022
Commission revenue		2,072,752		3,409,716		2,587,819
Management fee revenue		1,111,791		1,173,139		954,348
Other revenue		149,599		347,419		382,827
Total		3,334,142		4,930,274		3,924,994

Voyage and Time charter revenues for the years ended December 31, 2024, 2023 and 2022 consists of the following items:


	December 31,
	2024			2023			2022
Charter hire revenue		15,260,157			22,047,017			5,827,179
Voyage revenue		-			-			3,742,434
Address commissions		(79,457	)		(78,338	)		(102,240	)
Total		15,180,700			21,968,679			9,467,373

As of December 31, 2024, one vessel was employed under time charter agreement with remaining tenor of 0.3 years.

As of December 31, 2024, 2023 and 2022 there were no voyage expenses incurred between the contract date and the date of the vessel’s arrival to the load port and no unearned revenue related to undelivered performance obligations.

Shareholders’ equity

As of December 31, 2024 and 2023 there were common shares as follows: 500 Class A shares authorized and 96 issued and outstanding and 7,999,500 Class B shares authorized and no shares issued and outstanding, without par value. Each Class A share entitles the holder to one vote on all matters with respect to which shareholders vote and each Class B share does not entitle its holder to any voting rights.

As of December 31, 2024 and 2023, HMI is equally owned by Rhea Marine Ltd. and Maistros Shipinvest Corp. following a share purchase agreement (the “JV Agreement”) that the two entities entered into in January 2022. The JV Agreement provides the right to each shareholder to appoint two members in the Board of Directors of HMI. The purpose of the joint venture is for HMI to grow into new sectors relating to its pool and commercial management services. As a result of the JV Agreement, Maistros Shipinvest Corp. contributed an amount of $2,000,000 in cash to HMI in 2022, which was recorded as an increase in Additional Paid-in Capital. Furthermore, certain pool agreements including, among others, the provision of commercial management services, were entered into between the Company and certain vessel-owning companies related with Maistros Shipinvest Corp. In addition, at the time of entering into the JV agreement, the Company agreed to employ certain employees of affiliated entities of Maistros Shipinvest Corp.. As a result of the JV Agreement, HMI meets the definition of a joint venture in accordance with the provisions of the Accounting Standards Codification (“ASC”) Subtopic 323-10, “Investments—Equity Method and Joint Ventures” (“ASC 323-10”), contributions relating to the pool agreements and the employees of affiliated entities of Maistros Shipinvest Corp. were recognized at Maistros Shipinvest Corp.’s historical cost basis being nil. The significant factors considered and judgments made in determining that the power to direct the activities of HMI that most significantly impact its economic performance are shared, are that all significant business decisions over operating and financial policies of HMI require consent from each of Rhea Marine Ltd. and Maistros Shipinvest Corp.

On August 1, 2023, the board of directors of the Company declared a cash distribution of $260,417 per common share. The total cash distribution of $25,000,000 was paid on August 11, 2023. No dividends were paid in 2022 and 2024.

Leases

Office lease

We currently have operating leases for our offices in Greece, Singapore, Hong Kong and Dubai.

Greece Office Leases

In December 2020 the Company entered into a new lease agreement in the South suburbs of Athens with an effective date of January 1, 2021, and for a lease term of 3 years.

In December 2023 the Company entered into a new lease agreement with an effective date of February 11, 2024, and for a lease term of 3 years and the previous lease agreement in the South suburbs of Athens was terminated on December 31, 2023.

Singapore Office lease

In May 2023 the Company terminated the office lease and entered into a lease agreement for a term period of 1 year and 10 months effective August 1, 2023 at a new office site in Singapore.

Hong Kong Office lease

In April 2024, the Company entered into a lease agreement in Hong Kong with an effective date of April 17, 2024, and for a lease term of 3 years.

The Company determined that the Greece, Singapore and Hong Kong office leases are operating leases and recorded the related right-of-use-assets within “Right-of-use assets from operating leases” and the lease liabilities within “Operating lease liabilities, current portion” and “Operating lease liabilities, non-current portion” in the accompanying consolidated balance sheets and the lease expenses within “Operating lease expenses” in the accompanying consolidated statements of income. Right-of-use assets and lease liabilities initially recognized, during the year ended December 31, 2024 and 2023, arising from the office leases in Greece, Hong Kong and in Singapore, respectively, were $405,999 and $478,808 respectively.

Dubai Office lease

In May 2023 the Company entered into a new lease agreement in Dubai with an effective date of June 16, 2023, and for a lease term of 1 year. The lease agreement was terminated on February 15, 2024, and the Company immediately signed a new lease agreement, effective from the same date, with a lease term of 1 year. The lease payments of our office lease for the years ended December 31, 2024, 2023 and 2022 were $54,646, $27,798 and nil, respectively. The aggregate future lease payments for this operating lease as of December 31, 2024 were $10,738. On January 29, 2025, the Company entered into a new lease agreement with an effective date of February 15, 2025, and for a lease term of 1 year.

The Company determined the office lease of Dubai to be operating lease. Leases that have an original term of 12 months or less are not recognized on the Company’s consolidated balance sheet, and the lease expense related to those short-term leases is recognized over the lease term within “General and administrative expenses” in the accompanying consolidated statements of income.

Vessel leases

Charter-in vessels

During the year ended December 31, 2022, the Company time chartered-in two vessels that were delivered to the Company in October 2022 with a duration of 8 and 12 months, respectively with no option and one year option period, respectively. The charter-in contracts expired during the year ended December 31, 2023. Therefore, these operating leases were excluded from operating lease right-of-use asset and lease liability recognition on the Company’s consolidated balance sheets.

Leases - continued

In August 2023, the Company entered into a time charter agreement with a vessel owner to lease a bulk carrier vessel for an initial lease term of 7 months for $10,425 per day with an additional 9-month optional period. On August 18, 2023 the vessel was delivered to the Company. In May 2024, the vessel was redelivered to her owner. Therefore, this operating lease was excluded from operating lease right-of-use asset and lease liability recognition on Company’s consolidated balance sheets, since it was a short-term lease with a duration of less than 12 months.

Charter hire expenses recognized and paid for vessels time chartered in, that are excluded from operating lease right-of-use asset and lease liability recognition due to original duration of not more than one year, were as follows:


Description	Location in consolidated statements of income	2024		2023		2022
Vessels operating leases	Charter-in expenses		1,320,063		10,505,532		3,412,929

In August 2022 the Company entered into a time charter agreement with a vessel owner to lease one vessel for an initial lease term of 2 years with an additional 1-year option that the Company immediately exercised.

The Company determined this lease to be an operating lease and recorded the related right-of-use-asset within “Right-of-use assets from operating leases” and the lease liabilities within “Operating lease liabilities, current portion” and “Operating lease liabilities, non-current portion” in the accompanying consolidated balance sheet and the operating lease expenses within “Operating lease expenses” in the accompanying consolidated statements of income. Right-of-use assets and lease liabilities initially recognized, during the year ended December 31, 2022, arising from the time charter agreement with the vessel owner, were $25,707,020.

During the year ended December 31, 2023, the lease payments were adjusted due to the fact that the vessel had an off-hire period, in which no lease payment was required. The operating right-of-use asset and lease liability were remeasured utilizing an estimated incremental borrowing rate of 5.25%. As a result of the remeasurement, the right-of-use asset and lease liability decreased by $1,737,851. No gain or loss was recognized upon the remeasurement.

Charter-out vessels

The Company has earned income from chartering out the vessels that have been chartered-in with original term of 12 months or less. For the years ended December 31, 2024, 2023 and 2022 the time charter revenue amounted to $2,059,449, $11,157,694 and $3,412,929, respectively and is included in “Voyage and time charter revenues” in the accompanying consolidated statements of income.

The Company has earned income from chartering out one vessel that has been chartered under a time charter agreement entered into in August 2022 with an initial period exceeding 12 months. For the years ended December 31, 2024, 2023 and 2022, the time charter revenue amounted to $13,121,251, $10,810,985 and $2,401,950, respectively and is included in “Voyage and time charter revenues” in the accompanying consolidated statements of income.

Right-of-use assets and lease liabilities as of December 31, 2024 and 2023 were as follows:


Description	Location in balance sheet	December 31, 2024		December 31, 2023
Non-current assets:
Office leases	Right-of-use assets from operating leases		412,828		394,401
Vessel lease	Right-of-use assets from operating leases		4,634,662		13,645,941
			5,047,490		14,040,342
Liabilities:
Office leases	Operating lease liabilities, current portion		254,877		275,322
Vessel lease	Operating lease liabilities, current portion		4,634,662		9,011,280
Lease liabilities - current portion			4,889,539		9,286,602
Office leases	Operating lease liabilities, non-current portion		179,593		119,079
Vessel lease	Operating lease liabilities, non-current portion		-		4,634,661
Lease liabilities – non-current portion			179,593		4,753,740

The aggregate future lease payments for the Company’s operating leases that have been recognized within ROU assets as of December 31, 2024 were as follows:


2025	4,952,033
2026	153,390
2027	33,667
Total lease payments	5,139,090
Less: imputed interest	(69,958	)
Present value of lease liabilities	5,069,132

Leases - continued

The table below presents the components of the Company’s lease expenses.


Description	Location in consolidated statements of income	2024		2023		2022
Lease expense for office leases	Operating lease expenses		390,632		289,442		182,606
Lease expense for vessel lease	Operating lease expenses		9,476,459		7,788,392		3,332,420
Total			9,867,091		8,077,834		3,515,026

For our office leases and time charter-in arrangement, the weighted average discount rates used to calculate the operating lease liability were 5.75% and 5.25%, respectively. Lease payments of our office leases and time charter-in arrangement with original duration above one year for the years ended December 31, 2024, 2023 and 2022 amounted to $9,882,108, $8,049,546 and $4,333,002 respectively. The weighted average remaining lease term on our office leases and a time chartered-in vessel as of December 31, 2024 is 16.25 months.

10.

Payables to sharing partner and assignees

During the year ended December 31, 2022, the Company entered into an arrangement associated with one vessel classified as a "right of use asset” (Note 9) that has time chartered in from an unrelated party (the “Lessor A”) based on a charter-in agreement, whereby the net profits or losses earned by the Company on its employment are equally shared with another unrelated party (“Sharing partner”) based on the specified terms in the respective profit and loss sharing agreement (the “Sharing agreement”). Since the Sharing agreement is a contract between the Company and the Sharing partner (i.e. Lessor A is not a party to the Sharing agreement) and there is no alteration or termination to the charter-in agreement that takes place at the time of the Sharing agreement, the terms in the charter-in agreement are in full effect notwithstanding the execution of the Sharing agreement. Therefore, the Company has not been released as the primary obligor for the charter-in agreement and records the entire ROU asset and liability in the accompanying consolidated balance sheet as well as the revenues generated from the operation of the vessel in the consolidated statements of income. During the year ended December 31, 2022, the Company received from the Sharing partner an upfront cash payment of $972,089. As of December 31, 2024 and 2023, the balance of $972,089 has been included in “Payables to sharing partner and assignee” under current liabilities and in “Payables to sharing partner” under the non-current liabilities, in the accompanying consolidated balance sheets, respectively, since the repayment date is due at the end of the agreement in 2025.

During the year ended December 31, 2023, Heidmar Investments LLC., a fully-owned consolidated subsidiary of Heidmar Inc. (“Assignor"), entered into a profit and loss sharing agreement (the “Agreement”) with Assignee A and an unrelated party, (“Assignee B”) for one vessel (the “Vessel”) which the Assignor chartered-in from an unrelated party (the “Lessor B”) for an initial lease term of 7 months for $10,425 per day with an additional 9-month optional period, in the Company’s option based on a charter-in agreement (Note 9). The Agreement is a share of profits and losses between the Assignor and the Assignees wherein the Assignees will assume the 90% of the Assignor’s monthly charter hire and voyage expenses and in return will be assigned 90% of the revenues earned by the Vessel. The Assignor retains the remaining 10% interest (the “Result”). Since the Agreement is a contract between the Assignor and the Assignees (i.e. the Lessor B is not a party to the Agreement) and there is no alteration or termination to the charter-in agreement that takes place at the time of the Agreement, the terms in the charter-in agreement are in full effect notwithstanding execution of the Agreement. Therefore, the Assignor has not been released as the primary obligor for the charter-in agreement and records the entire charter-in expense and the revenues generated from the operation of the Vessel in the accompanying consolidated statement of income. During the year ended December 31, 2023, the Assignor received from Assignee A an upfront cash payment and a subsequent cash payment of $491,661 and $287,358, respectively, and from Assignee B an upfront cash payment and a subsequent cash payment of $393,330 and $229,885, respectively, which have been included in “Payables to assignee, related party” and “Payables to sharing partner and assignee”, respectively, in the accompanying consolidated balance sheets. During the year ended December 31, 2024, the abovementioned amounts were repaid to Assignee A and Assignee B.

HMI concluded that both profit and loss sharing agreements should be accounted for as debt under ASC 470-10 because of the Company’s significant continuing involvement in the generation of the cash flows of both vessels.

The Company treated the aggregate proceeds of $972,089 related to the Sharing agreement and the $1,402,234 related to the Agreement as the principal amounts of the debt. The additional amounts in excess of $972,089 and $1,402,234, comprising of interest, that will be paid to the Sharing partner and the Assignees, respectively, will be recognized as interest over the life of the debt using the effective interest method.

During the years ended December 31, 2024, 2023 and 2022, the accrued interest costs of the Sharing agreement and the Agreement, based on the effective interest method, were $1,900,805, $1,373,446 and $751,431, respectively, and are presented under “Finance costs” and “Finance costs, related party” in the accompanying consolidated statements of income (Note 12).

10.

Payables to sharing partner and assignees - continued

Payables to sharing partner and assignees within total liabilities in the consolidated balance sheets as of December 31, 2024 and 2023 are analyzed as follows:


	Payable to sharing partner			Payable to Assignee A (Note 3)			Payable to Assignee B			Total
January 1, 2023		1,260,874			-			-			1,260,874
Proceeds		-			779,019			623,215			1,402,234
Interest cost		1,364,659			4,833			3,954			1,373,446
Interest paid		(1,423,179	)		-			-			(1,423,179	)
December 31, 2023		1,202,354			783,852			627,169			2,613,375
Less: Current liabilities		(230,265	)		(783,852	)		(627,169	)		(1,641,286	)
Non-current liabilities		972,089			-			-			972,089
January 1, 2024		1,202,354			783,852			627,169			2,613,375
Interest cost		1,760,591			77,117			63,097			1,900,805
Interest paid		(1,670,051	)		(21,058	)		(16,847	)		(1,707,956	)
Repayments		-			(779,019	)		(623,215	)		(1,402,234	)
December 31, 2024		1,292,894			60,892			50,204			1,403,990
Less: Current liabilities		(1,292,894	)		(60,892	)		(50,204	)		(1,403,990	)
Non-current liabilities		-			-			-			-

11.

Commitments and Contingencies

Operating Leases

As of December 31, 2024, the Company has entered into lease agreements expiring in 2025, 2025, 2027 and 2027 for office facilities in Dubai, Singapore, Greece and Hong Kong, respectively. The future minimum payments are described in Note 9.

Fixed Time Charter Commitments

We had the following future minimum fixed time charter hire receipts based on non-cancelable long-term fixed time charter contracts as of December 31, 2024:


Less than one year			4,176,000
Total lease receipts			4,176,000

Contingencies

In the ordinary course of operations, the Company becomes party to various claims initiated by charterers, ship owners, and other parties. The Company believes the ultimate settlement of such claims is adequately provided for by insurance such that their ultimate outcome will not have a material effect on the Company’s consolidated business, financial position, or results of operations, although there is an inability to predict with certainty the ultimate outcome of such claims.

12.

Finance Costs

Finance costs for the years ended December 31, 2024, 2023 and 2022 consists of the following items:


	December 31,
	2024		2023		2022
Interest cost (Sharing agreement)		1,760,591		1,364,659		751,431
Accretion of interest expense of acquisition installments payable		9,307		-		-
Interest cost Assignee A, related party (Agreement)		77,117		4,833		-
Interest cost Assignee B (Agreement)		63,097		3,954		-
Total		1,910,112		1,373,446		751,431

13.

Inventories

Inventories as of December 31, 2024 and 2023 consist of the following:


	December 31,
	2024		2023
Bunkers		-		353,215
EU Emissions Trading System allowances		612,165		849,706
Total		612,165		1,202,921

On September 15, 2020, the European Parliament voted to include greenhouse gas emissions from the maritime sector in the European Union’s carbon market, the EU Emissions Trading System. The Environment Council adopted a general approach on the proposal in June 2022. On December 18, 2022, the Environmental Council and European Parliament agreed to include maritime shipping emissions within the scope of the EU ETS on a gradual introduction of obligations for shipping companies to surrender allowances: 40% for verified emissions from 2024, 70% for 2025 and 100% for 2026. Shipping companies have to surrender their first EU ETS allowances by September 30, 2025, for emissions reported in 2024. As of December 31, 2023, the Company had purchased EU ETS units for trading purposes, and by December 31, 2024, it had sold a portion of these EU ETS units, recognizing a total realized loss of $10,513 from the sales, presented under “Loss on inventories” in the accompanying consolidated statement of income. In addition, the Company recognized an noncash allowance of $91,243 on its remaining EU ETS units, to present them in their net realizable value, which is also presented under “Loss on inventories” in the accompanying consolidated statement of income.

14.

Accounts payable and accrued expenses

Accounts payable and accrued expenses as of December 31, 2024 and 2023 consist of the following:


	December 31,
	2024		2023
Trade accounts payable		856,558		659,442
Accrued expenses		873,750		1,081,173
Total		1,730,308		1,740,615

15.

Business Combination

On March 13, 2024, Heidmar Inc. signed an agreement with Huwell Ship Management Limited for the acquisition of 100% shares of Landbridge Ship Management (HK) Limited (“LBSM”), a company incorporated in Hong Kong in 2018, for a total consideration of $0.8 million. LBSM provides technical management services to tanker and bulker vessels. Upon the acquisition, control was obtained of the company, whereby Heidmar Inc. expanded its operations to technical management services for individual vessels.

The Company performed an assessment, as defined under ASC 805, Business Combinations, and concluded that the acquisition of LBSM is an acquisition of a business. Goodwill is recognized as the excess of the consideration transferred over the net of the acquisition-date fair value of the identifiable assets acquired and the liabilities assumed. Synergies and other benefits that are expected from the combination are considered in the measurement of goodwill as part of the consideration transferred. The goodwill arising from the acquisition mainly comprises the synergies expected by combining the knowledge of the commercial and the technical management operations of Heidmar Inc. and LBSM.

The following table summarizes the total consideration paid for LBSM and the allocation of purchase price to the estimated fair value of the assets acquired and liabilities assumed, if any, at the acquisition date:


Cash consideration		400,000
Acquisition installments payable (matures in August 2026)		385,156
Fair value of total purchase consideration	$	785,156
Assets
Technical License*	$	441,000
Total fair value of net assets acquired	$	441,000
Goodwill	$	344,156

*The technical license provides the Company with the right and opportunity to operate within the specific jurisdiction of Hong Kong. The license is issued by a relevant regulatory or certifying body and is necessary to meet industry-specific technical, safety, or operational standards required by local authorities.

Preliminary fair value of the net assets acquired was determined in the six-month period ended June 30, 2024. Measurement period adjustments were recorded during the second half of 2024.

15.

Business Combination - Continued

The following table presents the preliminary purchase price allocation for the acquisition. Measurement period adjustments were based upon information obtained about facts and circumstances that existed at the acquisition date.


Assets acquired	Preliminary Purchase Price Allocation			Measurement Period Adjustments			Final Purchase Price Allocation (as adjusted)
Trademark		171,000			(171,000	)		-
Technical License		441,000			-			441,000
Total fair value of net assets acquired		612,000			(171,000	)		441,000
Fair value of total purchase consideration		785,156			-			785,156
Less: Net assets acquired		(612,000	)		171,000			(441,000	)
Goodwill		173,156			171,000			344,156

The previously recognized trademark, amounting to $171,000 was removed from identifiable intangible assets, as it did not meet the recognition criteria for an intangible asset. This adjustment was recognized as measurement period adjustment, resulting in an increase of $171,000 in the carrying value of goodwill. There was no impact on the consolidated statement of income.

As of December 31, 2024, an amount of $262,205 represents the outstanding purchase consideration, which will be settled in monthly installments until August 2026. During the year ended December 31, 2024, an amount of $132,258 was paid related to the acquisition installments, which included a finance cost of $9,307, relating to accretion of interest expense attributable to the acquisition installments payable and presented under “Finance costs” in the accompanying consolidated statement of income. Acquisition installments payable We had the following future acquisition installments payable in respect of LBSM acquisition as of December 31, 2024:

Acquisition installments payable

We had the following future acquisition installments payable in respect of LBSM acquisition as of December 31, 2024:


Less than one year	200,000
Later than one year but less than two years	67,742
Total	267,742
Less: imputed interest	(5,537	)
Present value of acquisition installment payable	262,205

As of December 31, 2024, Intangible Asset, net was as follows:

The balance for intangible asset as of December 31, 2024 is detailed below:


	Remaining Weighted Average Amortization period (in years)		Gross Amortizable Intangible Asset		Accumulated Amortization		Net Amortizable Intangible Asset
Technical License		14.25	$	441,000	$	20,672	$	420,328

Estimated amortization expense of the intangible asset to be recognized by the Company is as follows:


2025			29,400
2026			29,400
2027			29,400
2028			29,400
2029			29,400
Thereafter			273,328
Total			420,328

Revenues and net loss of LBSM for the period from the acquisition date to December 31, 2024 are $402,557 and $296,624, respectively.

15.

Business Combination - Continued

The following table represents the unaudited pro forma revenues and net income assuming the acquisition of LBSM occurred on January 1, 2023.


	December 31,
	2024		2023
	(Unaudited)		(Unaudited)
Revenues		29,045,539		49,224,046
Net income		1,816,793		19,178,107

16.

Joint Ventures

On January 18, 2024, Heidmar Investments LLC, a subsidiary of HMI, entered into a joint venture agreement with Bainbridge Navigation Pte. Ltd. (“Bainbridge”) based on which a new company named BH Cape Holdings Pte. Ltd. (“BH Cape Holdings”) was formed equally owned by Bainbridge and Heidmar Investments LLC. Bainbridge is a company incorporated under the laws of Singapore engaging in the chartering of dry bulk vessels worldwide.

The shares of BH Cape Holdings were issued with no par value. For the year ended December 31, 2024, an amount of $2,428,973 was contributed to BH Cape Holdings by the Company. The newly formed company operates in the commercial management of bulk carrier vessels worldwide. Under the joint venture agreement Heidmar Investments LLC and Bainbridge each have a 50% share in the net results of BH Cape Holdings. The board of BH Cape Holdings comprises of four directors, two directors from each of HMI and Bainbridge. Following the joint venture agreement, BH Cape Holdings meets the definition of a joint venture in accordance with the provisions of the ASC 323-10, “Investments—Equity Method and Joint Ventures”. Heidmar Inc. exercises joint control over BH Cape Holdings since all strategic decisions, including the approval of the budget, require the unanimous approval and consent of all four directors of BH Cape Holdings.

BH Cape Holdings had operations during the year ended December 31, 2024 and the Company recognized a share of loss amounting to $859,400, presented under “Share of loss from joint venture” in the accompanying consolidated statement of income, representing the share of the joint venture’s net loss, based on the Company’s relative holding. As of December 31, 2024, the carrying amount of the investment in this joint venture is $1,569,573. This amount represents the Company’s contributions to fund the operations of BH Cape Holdings of $2,428,973, partially offset by the share of loss from the joint venture of $859,400 and is included in “Investment in joint venture” in the accompanying consolidated balance sheet. As of December 31, 2024, the carrying value of the Company’s investment in this joint venture was $467,060 higher than its interest in the investee’s underlying net assets. This basis difference is not related to specific assets or liabilities of the investee and has been recognized as equity method goodwill.

The summarized financial information presented in the following table presents the joint venture on a 100% basis.


Summarized Balance sheet	2024
Assets
Cash and cash equivalents		365,152
Other current assets		2,937,096
Total Current Assets		3,302,248
Total Assets		3,302,248
Shareholders’ Equity
Additional paid-in capital		3,923,827
Accumulated losses		(1,718,800	)
Total Shareholders’ Equity		2,205,027
Liabilities
Accounts payable and accrued expenses		1,097,221
Total Current Liabilities		1,097,221
Total Liabilities		1,097,221
Total Liabilities and Shareholders’ Equity		3,302,248


Summarized Statement of Income	2024
Voyage and time charter revenues		3,182,372
Charter-in expenses		(2,879,797	)
Voyage expenses		(1,544,569	)
General and administrative expenses		(193,605	)
Loss on freight forward agreements		(278,409	)
Other expenses, net		(4,792	)
Loss for the period		(1,718,800	)

17.

Earnings per share

Basic and diluted earnings per share is presented below.


	December 31,
	2024		2023		2022
Net income attributable to Company’s shareholders		1,913,451		19,554,198		16,180,949
Weighted average shares outstanding basic:
Common shares (Class A)		96		96		96
Earnings per share – Basic and diluted	$	19,931.78	$	203,689.56	$	168,551.55

18.

Fair Value

The carrying values of cash and cash equivalents, receivables from related parties, other receivables, payables to vessel owners, accounts payable and accrued expenses, payables to sharing partner and assignee, payables to assignee, related party, payables to shareholder, and payables to related parties are reasonable estimates of their fair value due to the short-term nature of these financial instruments. Cash and cash equivalents are considered Level 1 items as they represent liquid assets with short-term maturities. The fair value of the loan receivable (Note 3) approximates its carrying value due to its variable interest rate, being SOFR and its short-term nature. Furthermore, the Company believes that the terms are similar to those that could be procured as of December 31, 2024. SOFR rates are observable at commonly quoted intervals for the full term of the loan and hence variable rate loans are considered Level 2 items. The fair value of identifiable intangible asset was based on valuations using the income approach, inputs which would be considered Level 3 under the fair value hierarchy. The valuation methodology and the significant unobservable inputs are set out below.


	Valuation technique	Significant other unobservable input	Value
Identifiable intangible asset	Discounted Cash Flow Model	Weighted average cost of capital	28%
		Long-term revenue growth rate	3%
		Long-term after-tax net operating profit margin	11%

19.

Segment Reporting

The Chief Executive Officer, who is the Chief Operating Decision Maker (“CODM”), receives financial information and evaluates the Company’s operations by total revenues and not by type of business activity. The CODM does not use discrete financial information to evaluate the operating results for each business activity but is instead regularly provided with the consolidated expenses as noted on the face of the consolidated statements of income and an analysis of general and administrative expenses per office location. Although revenue can be identified for each business activity, management cannot and does not identify expenses, profitability, or other financial information for these various types of business activities. As a result, the CODM reviews operating results by total profitability and the CODM assesses performance of the Company and decides how to allocate resources based on consolidated net income. Thus, the Company has determined that it operates under one reportable segment.

The CODM regularly reviews general and administrative expenses by geographic region and by category to monitor actual spending against internal budgets. The following table presents significant general and administrative expense categories on the same basis provided to the CODM.

For the year ended December 31, 2024:


General & Administrative Expense Category	Greece office		Singapore Office		Dubai Office		Hong-Kong office		UK office		Total
Employee remuneration		4,360,185		1,224,812		835,185		663,132		1,966,132		9,049,446
IT expenses		629,900		9,456		172		7,083		5,988		652,599
Professional fees		1,246,513		8,491		31,770		18,452		36,938		1,342,164
Travel, marketing and communication expenses		301,019		61,718		37,859		34,240		131,774		566,610
Office expenses		733,744		16,010		72,179		29,842		194,660		1,046,435
Other expenses		59,033		38,361		57,326		57,406		30,219		242,345
Total		7,330,394		1,358,848		1,034,491		810,155		2,365,711		12,899,599

19.

Segment Reporting - Continued

For the year ended December 31, 2023:


General & Administrative Expense Category	Greece office		Singapore Office		Dubai Office		Hong-Kong office		UK office		Total
Employee remuneration		3,334,028		1,476,590		768,993		-		1,599,675		7,179,286
IT expenses		256,465		15,585		1,647		-		17,488		291,185
Professional fees		977,727		20,891		63,970		-		39,814		1,102,402
Travel, marketing and communication expenses		247,215		128,171		56,789		-		122,418		554,593
Office expenses		558,891		8,538		8,052		-		144,903		720,384
Other expenses		132,549		65,545		18,785		-		34,987		251,866
Total		5,506,875		1,715,320		918,236		-		1,959,285		10,099,716

For the year ended December 31, 2022:


General & Administrative Expense Category	Greece office		Singapore Office		Dubai Office		Hong-Kong office		UK office		Total
Employee remuneration		1,767,418		882,323		-		-		1,383,409		4,033,150
IT expenses		191,819		51,203		-		-		19,473		262,495
Professional fees		123,649		14,839		-		-		44,985		183,473
Travel, marketing and communication expenses		125,961		53,688		-		-		119,067		298,716
Office expenses		119,312		5,625		-		-		3,070		128,007
Other expenses		98,801		26,346		-		-		29,157		154,304
Total		2,426,960		1,034,024		-		-		1,599,161		5,060,145

The total general and administrative expenses of $12,899,599, $10,099,716 and $5,060,145 for the years ended December 31, 2024, 2023 and 2022, respectively, as disaggregated by geography above, reconcile in full to the consolidated amounts of general and administrative expenses presented in the accompanying consolidated statements of income.

The Company discloses in the table below the geographical information of revenues in accordance with ASC 280. Revenues are attributed to individual countries based on the location of the customer, which is determined by the customer's country of domicile as specified in the charter party agreements or other commercial arrangements. During the years ended December 31, 2024, 2023 and 2022, countries that individually represent more than 10% of total revenues are disclosed separately, while revenues from all other countries are aggregated and presented under "Other."


	Year ended December 31,
Country	2024		2023		2022
Singapore		13,741,100		21,991,563		6,075,922
Marshall Islands		10,855,355		23,470,371		17,405,139
United Arab Emirates		-		-		3,648,873
Other		4,353,418		3,635,502		2,933,944
Total revenues		28,949,873		49,097,436		30,063,878

During the years ended December 31, 2024, 2023 and 2022 three customers, accounted for 10% or more of the Company’s revenues.


	Year ended December 31,
Customer	2024			2023			2022
A (Singapore)		45	%		22	%		-
B (Marshall Islands)		13	%		-			-
C (Marshall Islands)		13	%		11	%		14	%
D (Marshall Islands)		-			17	%		21	%
E (United Arab Emirates)		-			-			12	%

20.

Subsequent Events

On February 7, 2025, the Company was awarded a contract to provide a PSV and crew for supply tours in the North Sea. The contract is for five years and has three one-year extension options. The Company has expanded its service offering to include commercial management services for the offshore sector. The Company has signed a charter agreement with the platform supply vessel’s (PSV) registered owners to lease the PSV for five years with three one-year extension options. The Company took delivery of the PSV on April 15, 2025.

On February 12, 2025, the sole director of the Company declared a cash distribution of $83,333 per common share. The total cash distribution of $8,000,000 was paid on February 13, 2025.

On February 19, 2025, MGO Global Inc. (“MGO”) and the Company successfully completed their business combination. Immediately after the effective time of the business combination, Heidmar’s shareholders transferred all of their shares of common stock of Heidmar to Heidmar Maritime Holdings Corp. (“Holdings”). In addition, MGO merged with a subsidiary of Holdings, with MGO continuing as the surviving entity and a wholly owned subsidiary of Holdings. As a result of the transaction, both MGO and Heidmar have become wholly owned subsidiaries of Holdings. Beginning on February 20, 2025, Holdings commenced trading on the Nasdaq Capital Market under the ticker symbol “HMR.”

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders of

MGO Global, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of MGO Global, Inc. (the Company) as of December 31, 2024 and 2023 and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023 and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters to be communicated, are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We did not identify any critical audit matters that need to be communicated.

/s/ Assurance Dimensions

We have served as the Company’s auditor since 2024.

Coral Springs, Florida

March 19, 2025

MGO GLOBAL INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	As of December 31,			As of December 31,
	2024			2023
Assets
Current assets:
Cash and cash equivalents	$	5,371,576		$	836,446
Accounts receivable		6,874			25,352
Inventories		970,524			607,022
Prepaid expenses		12,403			178,425
Other current assets		7,500			7,500
Current assets from discontinued operations		7,945			267,703
Total current assets		6,376,822			1,922,448

Property and equipment, net		211,177			319,462
Total assets	$	6,587,999		$	2,241,910

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	148,351		$	184,677
Accounts payable - related party		2,087			5,678
Accounts payable		5,678			—
Accrued liabilities		80,195			216,297
Accrued payroll		625,170			533,643
Current portion of loan payable		6,538			—
Current liabilities from discontinued operations		3,754			379,867
Total current liabilities		866,095			1,320,162
Total liabilities		866,095			1,320,162

Commitments and contingencies (Note 11)		—			—

Stockholders’ equity:
Preferred stock, par value, $.00001, authorized 20,000,000 shares, nil outstanding		—			—
Common stock, par value $0.00001, authorized 150,000,000 shares; 9,219,001 and 1,426,613 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively		92			14
Additional paid- in capital		25,749,686			14,450,217
Accumulated deficit		(19,667,574	)		(12,940,040	)
Total MGO stockholders’ equity		6,082,204			1,510,191
Non-controlling interest		(360,300	)		(588,443	)
Total stockholder’s equity		5,721,904			921,747
Total liabilities and stockholders’ equity	$	6,587,999		$	2,241,910

See Accompanying Notes to Audited Consolidated Financial Statements.

MGO GLOBAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS


	For the Years Ended
	December 31, 2024			December 31, 2023
Revenues, net	$	3,012,942		$	3,668,926
Cost of sales		678,466			969,045
Gross profit		2,334,476			2,699,881

Operating expenses:
Selling, general and administrative expenses		8,253,233			5,080,417
Marketing and e-commerce expenses		2,534,458			3,140,371
Total operating expenses		10,787,691			8,220,788

Operating loss		(8,453,215	)		(5,520,907	)

Other (income) expenses:
Interest expense		9,982			—
Interest income		(30,849	)		(40,576	)
Other (income) expenses, net		(2,813	)		3,295
Total other (income)		(23,680	)		(37,281	)

Net loss from continuing operations		(8,429,535	)		(5,483,626	)
Net income (loss) from discontinued operations		1,930,144			(1,886,839	)
Net loss	$	(6,499,391	)	$	(7,370,465	)
Less: net income (loss) attributable to noncontrolling interest		228,143			(227,061	)
Net loss attributable to MGO stockholders	$	(6,727,534	)	$	(7,143,404	)

Basic and diluted weighted average shares outstanding		2,308,772			1,426,613
Basic and diluted net loss per share to MGO stockholders on continuing operations	$	(3.65	)	$	(3.84	)
Basic and diluted net loss per share to MGO stockholders on discontinued operations	$	0.84		$	(1.32	)
Basic and diluted net loss per share to MGO stockholders	$	(2.91	)	$	(5.01	)

See Accompanying Notes to Audited Consolidated Financial Statements.

MGO GLOBAL INC. AND SUBSIDIARIES

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Years Ended of December 31, 2024 and 2023


	Shares		Amount		Capital						(deficit)			Interests			(deficit)
	Common Stock				Additional Paid-In			Deficit Accumulated			Total MGO Stockholders’			Non- controlling			Total Stockholders’
	Shares		Amount		Capital			Deficit			Equity			Interests			Equity
Balance at December 31, 2022		1,168,923	$	12	$	4,963,445		$	(5,796,636	)	$	(833,181	)	$	(361,382	)	$	(1,194,561	)
Share issuance for cash, net		172,500		1		7,560,353			—			7,560,354			—			7,560,354
Cashless exercise of warrants		12,731		—		—			—			—			—			—
Cash received from exercise of warrants		70,000		1		699,999			—			700,000			—			700,000
Shares issuance for services rendered		1,125		—		5,281			—			5,281			—			5,281
Shares issued for vested restricted stock awards		1,334		—		6,666			—			6,666			—			6,666
Stock compensation expense		—		—		1,214,473			—			1,214,473			—			1,214,473
Net loss		—		—		—			(7,143,404	)		(7,143,404	)		(227,061	)		(7,370,465	)
Balance at December 31, 2023		1,426,613	$	14	$	14,450,217		$	(12,940,040	)	$	1,510,191		$	(588,443	)	$	921,747

Shares issued for settlement		23,202		—		99,999			—			99,999			—			99,999
Shares issued for settlement of accounts payable		53,638		1		131,949			—			131,950			—			131,950
Shares issued for vested restricted stock awards		502,529		5		1,633,790			—			1,633,795			—			1,633,795
Shares issued for cash		7,096,437		71		9,204,933			—			9,205,004			—			9,205,004
Round up of shares due to reverse stock split		116,582		1		(1	)		—			—			—			—
Stock compensation expenses		—		—		228,799			—			228,799			—			228,799
Net loss		—		—		—			(6,727,534	)		(6,727,534	)		228,143			(6,499,391	)
Balance at December 31, 2024		9,219,001	$	92	$	25,749,686		$	(19,667,574	)	$	6,082,204		$	(360,300	)	$	5,721,904

See Accompanying Notes to Audited Consolidated Financial Statements.

MGO GLOBAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOW


	2023			2022
	For the Years Ended December 31,
	2024			2023
Cash flows from operating activities:
Net loss	$	(6,499,391	)	$	(7,370,465	)
Net income (loss) from discontinued operations		1,930,144			(1,886,839	)
Net loss from continuing operations		(8,429,535	)		(5,483,626	)

Adjustments to reconcile net loss to net cash used in operating activities:
Stock compensation expenses		1,862,589			1,226,420
Inventory obsolescence impairment		—			25,000
Depreciation expenses		108,797			6,502
Net changes in operating assets & liabilities:
Accounts receivable		18,478			(25,353	)
Inventory		(363,502	)		(678,867	)
Prepaid expenses		191,022			(178,425	)
Other current assets		—			(7,500	)
Accounts payable - related party		(3,591	)		28,348
Accrued payroll		91,527			(396,820	)
Accounts payable and accrued liabilities		1,626,265			(1,806,829	)
Net cash used in continuing operating activities		(4,897,950	)		(7,244,305	)
Net cash (used in) provided by discontinued operating activities		(1,752,950	)		265,517
Net cash used in operating activities		(6,650,900	)		(6,978,788	)

Cash flows from investing activities:
Purchases of property, plant, and equipment		(512	)		(325,964	)
Net cash used in continuing investing activities		(512	)		(325,964	)
Net cash provided by discontinued investing activities		2,000,000			—
Net cash used in investing activities		1,999,488			(325,964	)

Cash flows from financing activities:
Shares issued for cash, net		9,205,004			7,560,354
Cash received from exercise of warrants		—			700,000
Payment for investment advisor services		(25,000	)		—
Repayments to loans payable - related party		(4,197	)		—
Repayments to loans payable		(74,265	)		—
Proceeds from loans payable - related party		—			4,197
Proceeds from loans payable		85,000			—
Net cash provided by continuing financing activities		9,186,542			8,264,551
Net cash used in discontinued financing activities		—			(138,840	)
Net cash provided by financing activities		9,186,542			8,125,711

Net increase in cash and cash equivalents		4,535,130			820,959
Cash and cash equivalents at beginning of period, including discontinued operations		836,446			113,952
Cash and cash equivalents at end of period, including discontinued operations		5,371,576			934,911
Less cash from discontinued operations		—			(98,466	)
Cash and cash equivalents at end of period	$	5,371,576			836,446
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest	$	19,619		$	456

Non-cash financing activities
Stock issued for legal settlement		99,999			—
Stock issued for settlement of accounts payable		131,950			—
Stock issued for financing expenses	$	—		$	30,000

See Accompanying Notes to Audited Consolidated Financial Statements.

NOTE 1 - ORGANIZATION AND OPERATIONS

Nature of Business

Founded in October 2018 and headquartered in Florida with remote employees and specialty contractors in London, New York and Latin America, MGO Global Inc. (referred to as “MGO,” “MGO Global,” the “Company,” “we,” “our” and “us”) has built a brand acceleration platform with a focus on the acquisition, optimization and monetization of consumer brands across multiple categories. Our mission is to provide customers with unmatched variety, quality and shopping experience, while adding considerable value for MGO’s shareholders. Through our end-to-end, scalable brand-building platform, backed by robust consumer behavioral data, we are engaged in nurturing digitally native brands that will thrive in the modern Direct to Consumer (“DTC”) economy.

We operate our business through three subsidiaries: MGOTeam1, LLC (“MGOTeam1”); Americana Liberty, LLC and MGO Digital LLC.

On July 18, 2024, the Company effected a reverse stock split of the Company’s common stock at a ratio of 1-for-10. The financials have been adjusted herein for the effects of the split.

Stand Flagpoles/Americana Liberty, LLC

On March 13, 2023, we obtained a royalty-free, worldwide and exclusive license (the “License”) to the use of certain assets of Stand Co., LLC (“Stand”) for all purposes in exchange for payment of $1.00 by the Company. The license is in perpetuity. Licensed assets include all rights to all stock keeping units (“SKU”) of Stand sold under the names: “Roosevelt Premium 25 foot Telescoping Flag Pole Kit,” “20 Foot Telescoping Flag Pole Kit” and “LED Solar Flag Pole Light;” any intellectual property and other intangible property related to SKUs, including but not limited to all rights to a brand name “Stand Flagpoles,” domain and website www.standflagpoles.com, the Meta pages associated with “Stand Flagpoles” brand name (in Facebook and Instagram); all manufacturer, distributor and customer contracts and relationships for SKUs; marketing materials; any commercialization rights; domain and administrative access to Stand’s Shopify account, Facebook Assets & Accounts; all historical digital and non-digital assets; and customer database since inception.

In support of our new flagpole business, we formed a wholly owned subsidiary, Americana Liberty, LLC (“Americana Liberty”), on March 13, 2023, which was created to advertise and sell the licensed line of Stand Flagpoles and other related products, along with an expanding line of patriotic-themed products to be developed and marketed to consumers under our new Americana Liberty brand.

In addition, on May 11, 2023, we executed a 12-month consulting agreement with Jason Harward, the owner of Stand Co. and nephew of our former Chief Marketing Officer of the Company. The consultant shall furnish the Company with business continuity and consulting services, substantially similar to the following: providing general advice and counsel regarding establishment of systems and processes for direct-to-consumer (“DTC”) and ecommerce sales and operations; provide subject matter and product-level expertise in the area of flag-poles, flags, and related products; provide consultation regarding product sourcing and distribution; and assist with the establishment, operation, optimization, and maintenance of DTC and ecommerce platforms on behalf of the Company. Consultant will be compensated for services through a combination of cash or immediately available funds and restricted stock units or shares of the Company’s stock as follows: (1) cash in the amount of $150,000, paid on September 30, 2023; (2) cash in the amount of $200,000, paid on January 10, 2024, upon satisfactory performance of the consultant’s obligations under the agreement; (3) 15,000 restricted stock units of the Company issuable on May 11, 2023. The Company recorded $51,587 and $109,679 as stock-based compensation expense for the fair value of the restricted stock units awarded as of December 31, 2024 and 2023, respectively. The consulting agreement ended May 2024.

The Messi Store/MGOTeam 1 LLC

MGOTeam1 designed, manufactured, licensed, distributed, advertised and sold a range of products under the soccer legend Lionel (“Leo”) Messi brand, Messi Brand. The Messi Brand is a premium lifestyle brand with a sporty edge and sold its products direct to consumers through the website www.themessistore.com.

In October 2018, the Company entered into a Trademark License Agreement with Leo Messi Management SL (“LMM”). LMM granted the Company a worldwide non-exclusive license in order to use Leo Messi’s trademarks with the purpose of developing, manufacturing, trading and promoting the Messi Brand products.

On November 20, 2021, the Company entered into a new Trademark License Agreement (“Messi License”) with LMM to have the worldwide license to use Leo Messi’s trademarks for the purpose of developing, manufacturing, marketing and promoting his products. The Company is to pay LMM a minimum guaranteed amount on account of royalties amounting to Four Million Euros (€4,000,000) over the four-year agreement, net of taxes with the last payment due on November 15, 2024.

NOTE 1 - ORGANIZATION AND OPERATIONS - continued

On March 21, 2024, MGOTeam1 assigned the Messi License to Centric Brands, LLC (“Centric”), which paid MGOTeam1 $2,000,000 in cash and assumed the obligation to pay the minimum guaranteed amount due to LMM in 2024. The Company accounted for The Messi Store segment as discontinued operations. See Note 13.

MGO Digital LLC

In November 2022, we formed MGO Digital LLC to leverage data analytics, advanced technology-enabled marketing and our leadership team’s industry relationships and expertise to identify, incubate and test market new proprietary brands and brand concepts.

Business Combination Agreement with Heidmar, Inc.

On June 18, 2024, as amended on December 17, 2024 and January 31, 2025, MGO entered into a definitive Business Combination Agreement and Plan of Merger (the “Business Combination Agreement”) with Heidmar, Inc., (“HMI”), a company organized under the laws of the Republic of the Marshall Islands; Heidmar Maritime Holdings Corp., a company organized under the laws of the Republic of the Marshall Islands (“Holdings”); HMR Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“Merger Sub”); and Rhea Marine Ltd. and Maistros Shipinvest Corp (the “HMI Shareholders”). The Company, Merger Sub, Holdings, HMI and HMI Shareholders are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”

Pursuant to the Business Combination Agreement, the Parties will effect a business combination involving the following transactions (collectively, the “Business Combination”):

(a)

Merger Sub will merge (the “Merger”) with and into the MGO, with MGO continuing as the surviving entity and a wholly owned subsidiary of Holdings;

(b)

all of the issued and outstanding shares of common stock of MGO (the “MGO Common Stock”) prior to the effective time of the Merger will be converted into the right to receive common shares of Holdings (the “Holdings Common Shares”) on a one-for-one basis;

(c)

immediately after the effective time of the Merger, the HMI Shareholders will transfer all the outstanding shares of common stock of HMI (the “HMI Shares”) to Holdings (the “HMI Share Acquisition”), with HMI becoming a wholly owned subsidiary of Holdings; and

(d)

Holdings shall issue to the HMI Shareholders (i) at the closing of the Business Combination (the “Closing”), a number of Holdings Common Shares equal to (x) the number of the Company’s outstanding common shares on a fully diluted and as-converted basis immediately prior to the effective time of the Merger, times (y) 16.6667, divided by (z) the number of outstanding HMI Shares immediately prior to the HMI Share Acquisition and (ii) after the Closing and upon the satisfaction of certain earnout conditions set forth in the Business Combination Agreement, additional Holdings Common Shares equal to 10% of the shares issued to the Heidmar Shareholders on the Closing.

On February 19, 2025, the Business Combination was completed, subsequent to MGO’s Special General Meeting of Stockholders held on February 14, 2025 where stockholders approved the Business Combination.

The Issuance Ratio was 30 MGO Shares for every one Holdings Share. This resulted in 56,752,633 Holdings Shares being issued at closing, including 3,212,413 Holdings Shares issued to the MGO stockholders, or 5.66% of the Holdings Shares outstanding after closing and 53,540,219 Holdings Shares issued to the Heidmar Shareholders inclusive of MGO’s financial advisor, or 94.34% of the Holdings Shares outstanding after closing. Holdings did not issue fractional shares with the Business Combination. Instead, Holdings will pay cash (without interest) to the MGO shareholders that would otherwise receive a fraction of a Holdings Share in an amount based upon the closing price of an MGO Share on Nasdaq on the day prior to the closing of the Business Combination and in a manner consistent with the procedures of the Depository Trust Corporation.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented.

MGOTeam1 was formed on October 11, 2018, and the Company entered into a Rollover Agreement by and among MGOTeam1 and members of MGOTeam1 on December 6, 2021. All of the members of MGOTeam1, except for one member who owns a 11.82% membership interest in MGOTeam1, exchanged all of their membership interests in MGOTeam1 for 881,800 shares of the Company’s common stock. A sole MGOTeam1’s member did not rollover its 11.82% membership interest in MGOTeam1 to the Company as of December 6, 2021, and remains a member in MGOTeam1.

We account for the 11.82% remaining minority interest in MGOTeam1 as non-controlling interest. Both the Company and MGOTeam1 were under common control, the series of contractual arrangements between the Company and MGOTeam1 in December 6, 2021 constituted a reorganization under common control and are required to be retrospectively applied to the consolidated financial statements at their historical amounts.

Principles of Consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.

Reclassifications

Certain amounts in prior periods have been reclassified to reflect the impact of the discontinued operations treatment in order to conform to the current period presentation. In addition, on July 18, 2024, the Company effected a reverse stock split at a ratio of 1-for-10. Accordingly, the financial statements presented in this Form 10-K/A have been adjusted to reflect the reverse stock split historically.

Discontinued Operations

On March 20, 2024, MGOTeam1 entered into a term sheet with Centric, providing for the terms and conditions for MGOTeam1 to assign and Centric to assume the existing Trademark License Agreement (“License Agreement”), dated November 21, 2021, with an expiration date of December 31, 2024 (“Expiration Date”), between Leo Messi Management SL (“LMM”) and MGOTeam1. Pursuant to the term sheet, Centric assumed the Company’s minimum guarantee obligation to LMM under the License Agreement for payment due dates in 2024 amounting to €1,500,000. MGO received full payment of the $2,000,000 consideration on March 22, 2024.

On March 21, 2024 the Company, Centric and LMM signed a Deed of Novation, Assignment and Assumption (the “Deed”) providing for MGOTeam1 to assign all of its rights and obligations under the License Agreement to Centric, and Centric agreed to assume all of MGO’s rights and obligations in respect of the License Agreement with effect on and from March 21, 2024. No other assets or liabilities were assumed. See Note 13.

Estimates

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our most critical estimates include those related to stock-based compensation, warranty reserve, inventory and inventory allowance valuation. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments with maturities of three months or less when purchased. The Company maintains its cash with high credit quality financial institutions; at times, such balances with any one financial institution may exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limit of $250,000. As of December 31, 2024 and 2023, the Company had $5,121,576 and $586,446 in excess of the federal insurance limit, respectively.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Accounts Receivable

Accounts receivables are carried at their estimated collectible amounts, net of any estimated allowances for credit losses. We grant unsecured credit to our wholesale customers which are deemed creditworthy. Ongoing credit evaluations are performed and potential credit losses estimated by management are charged to operations on a regular basis. At the time any particular account receivable is deemed uncollectible, the balance is charged to the allowance for credit losses. As of December 31, 2024 and 2023, the Company had no allowance for credit losses.

Inventory

Inventory consists of raw materials and finished goods ready for sale and is stated at the lower of cost or net realizable value. We value inventories using the weighted average costing method. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. We regularly review inventory and consider forecasts of future demand, market conditions and product obsolescence. If the estimated realized value of our inventory is less than cost, we make provisions in order to reduce its carrying value to its estimated net realizable value. The write downs are recognized as a component of cost of sales. As of December 31, 2024 and 2023, the Company had no allowances for inventory obsolescence.

Property and Equipment, Net

Property and equipment is recorded at cost. Expenditures for renewals and improvements that significantly add to the productivity capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are expensed. When equipment is retired or sold, the cost and related accumulated depreciation are eliminated from the accounts and the resultant gain or loss is reflected in income. Depreciation is provided using the straight-line method, based on useful lives of the assets which is three years for computers, equipment and software. Depreciation expense from continuing operations for the years ended December 31, 2024 and 2023, was $117,865 and $6,503, respectively. Accumulated depreciation from continuing operations as of December 31, 2024 and 2023 was $108,797 and $6,503, respectively.


	Useful Life	December 31, 2024			December 31, 2023
Computer equipment and software	3 years	$	309,286		$	308,774
Furniture	3 years		17,191			17,191
Total property and equipment			326,477			325,965
Less: Accumulated depreciation			(115,300	)		(6,503	)
Property and equipment, net		$	211,177		$	319,462

Warranties

The Company provides a 30-day warranty on the majority of products sold, unless an extended on year warranty is purchased. For the Roosevelt Flag Pole product, the Company provides a lifetime warranty. We evaluate our warranty reserves based on various factors including historical warranty claims assumptions about frequency of warranty claims. Actual claims could materially differ from our estimates and may have a significant impact on our operating results. Product warranty reserves are reviewed each quarter and recognized at the time we recognize revenue. Warranty replacements are charged to refunds/warranty claims and netted against total revenue.

Leases

The Company determines if an arrangement is or contains a lease at inception or modification of the arrangement. An arrangement is or contains a lease if there are identified assets and the right to control the use of an identified asset is conveyed for a period of time in exchange for consideration. Control over the use of the identified asset means the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. The Company executed a one-year office lease in February 2023. Due to the short-term nature of the lease, the Company did not account for the lease as a right of use asset. The lease was renewed in February 2024 and subsequent to December 31, 2024, the Company renewed the office lease for an additional one-year term.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Accounts Payable

The composition of accounts payable and accrued expenses from continuing operations are as follows:


	December 31, 2024		December 31, 2023
Accounts payable	$	148,351	$	184,677
Accounts payable, related party		2,087		5,678
Accounts payable		5,678		—
Accrued liabilities		53,195		216,297
Accrued warranty liability		27,000		—
Accrued payroll		625,170		533,643
Total accounts payable and accrued liabilities	$	855,803	$	940,295

Warrants

The Company accounts for a warrant as an equity instrument, liability or share-based compensation in accordance with ASC 480, Distinguishing Liabilities from Equity, and/or ASC 718, Compensation – Stock Compensation, depending on the specific terms of the agreement.

Stock-Based Compensation

Stock-based compensation expense reflects the fair value of stock-based awards measured at the grant date and recognized over the requisite service period. The Company estimates the fair value of each stock-based option award on the measurement date using the Black-Scholes option valuation model which incorporates assumptions as to stock price volatility, the expected life of the options, risk-free interest rate and dividend yield. For restricted stock awards, the Company records the value of the Company stock at the date of the grant as stock-based compensation expense.

Revenue Recognition

The Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation.

Revenue transactions associated with the sale of Messi Brand and Stand Flagpoles products comprise a single performance obligation, which consists of the sale of products to customers either through direct wholesale or online sales through our websites www.themessistore.com and www.standflagpole.com. We satisfy the performance obligation and record revenues when transfer of control to the customer has occurred, based on the terms of sale. A customer is considered to have control once they are able to direct the use and receive substantially all of the benefits of the product. Control is transferred to wholesale customers upon shipment or upon receipt depending on the country of the sale and the agreement with the customer. Control transfers to online customers at the time upon receipt of the goods. The transactions price is determined based upon the invoiced sales price, less anticipated sales returns, discounts and miscellaneous claims from customers. Payment terms for wholesale transactions depend on the country of sale or agreement with the customer and payment is generally required within 30 days or less of shipment to or receipt by the wholesale customer. Payment is due at the time of sale for direct wholesale and online transactions.

For the years ended December 31, 2024 and 2023, the Company generated revenues of $3,012,942 and $3,668,926, respectively, directly from consumers via our websites.

The following table presents net revenue by geographic location which is recognized at a point in time:


Year Ended December 31, 2024	Total
United States	$	3,012,942
Rest of the World		—
Total Revenues	$	3,012,942


Year Ended December 31, 2023	Total
United States	$	3,667,176
Rest of the World		1,750
Total Revenues	$	3,668,926

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Non-Controlling Interest

As of December 6, 2021, one shareholder did not rollover its 11.82% membership interest from MGOTEAM LLC to MGOTEAM 1 LLC. According to ASC 810, Consolidation, the carrying amount of the non-controlling interest (“NCI”) will be adjusted to reflect the change in the NCI’s ownership interest in the subsidiary. Any difference between the amount by which the NCI is adjusted and the fair value of the consideration paid or received is recognized in additional paid in capital and attributed to the equity holders of the parent. The Company accounted for this portion of shares as non-controlling interest in net income of $228,143 and net loss of $227,061 from the net loss for the years ended December 31, 2024 and 2023, respectively.

Foreign currency

The Company’s functional and reporting currency is the U.S. dollar. Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction. The resulting monetary assets and liabilities are translated into U.S. dollars at exchange rates prevailing on the subsequent balance sheet date. Revenue and expense components are translated to U.S. dollars at weighted-average exchange rates in effect during the period. Foreign currency transaction gains and losses resulting from remeasurement are recognized in other income, net within the consolidated statements of operations.

Segment Reporting

The Company’s operations consist of one reportable segment for financial reporting purposes: Consumer Goods.

Income Taxes

The Company accounts for income taxes using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in the tax law. For deferred tax assets,

management evaluates the probability of realizing the future benefits of such assets. The Company establishes valuation allowances if it is more likely than not that some portion or all of the deferred assets will not be realized. The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the deferred tax assets as of December 31, 2024 and 2023.

The Company recognizes the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date and then only in an amount more likely than not to be sustained upon review by the tax authorities. Income tax positions that previously failed to meet the more likely than not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more likely than not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company classifies potential accrued interest and penalties related to unrecognized tax benefits within the accompanying consolidated statements of operations as income tax expense. As of the year ended December 31, 2024, there was no income tax expense reported by the Company.

Net Loss Per Share

Basic net loss per share is calculated by dividing net loss available to ordinary shareholders by the weighted-average number of common shares outstanding during the period excluding the effects of any potentially dilutive securities. Diluted net loss per share is computed similar to basic loss per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if potential common shares had been issued if such additional common shares were dilutive. Since the Company had net losses for all the periods presented, basic and diluted loss per share are the same, and additional potential common shares have been excluded, as their effect would be anti-dilutive. At December 31, 2024 and 2023, total stock options of 0 and 114,000, respectively, and warrants of 6,315,000 and 0, respectively, were not included in the net loss per share calculation as their effect would have been anti-dilutive.

Fair Value Measurements

The Company has determined the fair value of certain assets and liabilities in accordance with generally accepted accounting principles, which provides a framework for measuring fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

A fair value hierarchy has been established, which prioritizes the valuation inputs into three broad levels. Level 1 inputs consist of quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the related asset or liability. Level 3 inputs are unobservable inputs related to the asset or liability.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update 2023-07 – Segment Reporting (Topic ASC 280) Improvements to Reportable Segment Disclosures. The ASU improves reportable segment disclosure requirements, primarily through enhanced disclosure about significant segment expenses. The enhancements under this update require disclosure of significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss, require disclosure of other segment items by reportable segment and a description of the composition of other segment items, require annual disclosures under ASC 280 to be provided in interim periods, clarify use of more than one measure of segment profit or loss by the CODM, require that the title of the CODM be disclosed with an explanation of how the CODM uses the reported measures of segment profit or loss to make decisions, and require that entities with a single reportable segment provide all disclosures required by this update and required under ASC 280. The Company adopted ASU 2023-07 for the annual period ending December 31, 2024.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued Accounting Standards Update 2023-09 – Income Taxes (Topic ASC 740) Income Taxes. The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in ASU 2023-09 will become effective beginning of our 2025 fiscal year. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. We do not expect that this guidance will have a material impact upon our financial position and results of operations.

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"), and in January 2025, the FASB issued Accounting Standards Update No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ("ASU 2025-01"). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for us for our annual reporting for fiscal 2028 and for interim period reporting beginning in fiscal 2029 on a prospective basis. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its consolidated financial statements and disclosures.

The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change.

NOTE 3 – LIQUIDITY

In the pursuit of MGO’s long-term growth strategy and the development of its growing portfolio of brands, the Company has incurred continued operating losses. As of December 31, 2024, we had a working capital surplus of $5,510,727. For the years ended December 31, 2024 and 2023, we incurred losses from continuing operations of $8,429,535 and $5,483,626 respectively, and cash used in continuing operating activities of $4,897,950 and $7,244,304, respectively. We believe the cash on hand, in connection with cash generated from future revenue, may not be sufficient to sustain continued operating losses.

The Company has continually evaluated strategies to obtain required additional funding to support our future operations. As such, on June 18, 2024, as amended on December 17, 2024 and January 31, 2025, MGO entered into a definitive Business Combination Agreement and Plan of Merger (the “Business Combination Agreement”) with Heidmar, Inc., (“HMI”), a company organized under the laws of the Republic of the Marshall Islands; Heidmar Maritime Holdings Corp., a company organized under the laws of the Republic of the Marshall Islands (“Holdings”); HMR Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“Merger Sub”); and Rhea Marine Ltd. and Maistros Shipinvest Corp (the “HMI Shareholders”). On February 19, 2025, the Business Combination was completed and all of the issued and outstanding shares of common stock of MGO prior to the effective time of the Merger were converted into the right to receive common shares of Holdings (on a one-for-one basis. See Note 14.

NOTE 4 – INVENTORY

As of December 31, 2024 and December 31, 2023, inventories amounted to $970,524 and $607,022, respectively.

NOTE 5 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

As of December 31, 2024 and December 31, 2023, prepaid expenses amounted to $12,403 and $178,425, respectively.

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS


	December 31, 2024		December 31, 2023
Prepaid expenses	$	4,903	$	5,577
Prepaid inventory		—		165,348
Prepaid rent		7,500		7,500
Total	$	12,403	$	178,425

NOTE 6 – LINES OF CREDIT AND NOTES PAYABLE

On January 24, 2024, MGO entered into a 52-week loan with PayPal for $85,000 and a $10,312 fixed loan fee, aggregating $95,312. Weekly payments are $1,833 over the life of the loan. The outstanding balance of this loan was $6,538 as of December 31, 2024.

On August 7, 2024, Americana Liberty entered into a business loan agreement (the “Loan Agreement”) and a promissory note (the “Note”) for $250,000 revolving line of credit (the “Loan Agreement”) with Platinum Bank with an interest rate of 8.15% per annum. The line of credit matures August 7, 2026. There were no borrowings on the line of credit as of December 31, 2024.

In connection with the Loan Agreement, the Company signed a commercial guaranty (the “Guaranty”) dated August 7, 2024, pursuant to which it guarantees full and punctual payment of the indebtedness of Americana Liberty under the Loan Agreement and the Note. The Company and Americana Liberty also signed an assignment of deposit account (the “Assignment”), dated August 7, 2024, pursuant to which the Company assigned and granted to Platinum Bank a security interest in the savings account with Platinum Bank with an approximate balance of $250,000, all interest accrued, all additional deposits made to the account, any and all proceeds from such account, as well as all renewals, replacements, and substitutions for any of the foregoing.

NOTE 7 – RELATED PARTY TRANSACTIONS

The Company borrowed $0 and paid $52,404 to Mr. Ojeda, $23,844 to Mr. Groves and $47,602 to Ms. Hilfiger for the year ended December 31, 2023. These borrowings did not have a fixed maturity date or stated rate of interest. As of December 31, 2024 and December 31, 2023, the balance of loans payable to Mr. Ojeda, Mr. Groves and Ms. Hilfiger was $0, respectively.

The accounts payable owed to our CEO as of December 31, 2024 and December 31, 2023 was $0 and $423, respectively.

The accounts payable owed to our Chief Brand Officer and Director as of December 31, 2024 and December 31, 2023 was $2,000 and $0, respectively.

The accounts payable owed to our Board of Directors as of December 31, 2024 and December 31, 2023 was $0 and $32,547, respectively for quarterly board fees.

The accounts payable owed to our employees and consultants as of December 31, 2024 and December 31, 2023 was $87 and $17,911, respectively, for expense reports and contractor expenses.

The accrued payroll owed to our CEO, COO, Chief Brand Officer and employees and contractors as of December 31, 2024 and December 2023 was $625,170 and $367,230, respectively, inclusive of bonuses.

On May 11, 2023, we executed a 12-month consulting agreement with Jason Harward (“Consultant”), the owner of Stand and nephew of Matt Harward, MGO’s former Chief Marketing Officer. See Note 14. $150,000 was paid in cash to the Consultant, $70,000 was accrued in selling, general, administrative expense and $109,679 related to stock-based compensation expense for the fair value of the 15,000 restricted stock units awarded per the consulting agreement were recorded as of December 31, 2023.

NOTE 8 – STOCKHOLDERS’ EQUITY

Common Stock

On January 12, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Boustead Securities, LLC, as representative of the underwriters, relating to the Company’s initial public offering (the “Offering”) of 172,500 shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share (“common stock”), which included the exercise by the underwriters in full of the over-allotment option to purchase an additional 22,500 shares of the Company’s common stock, at an Offering price of $50.00 per share. Pursuant to the Underwriting Agreement, in exchange for the Representative’s firm commitment to purchase the Shares, the Company agreed to sell the Shares to the Representative at a purchase price of $46.50 (93% of the public offering price per Share of $50.00) and issue the underwriters three year warrants to purchase an aggregate of 8,625 shares of the Company’s common stock, which is equal to five percent (5%) of the Shares sold in the Offering. Such warrants have an exercise price of $62.50, which is equal to 125% of the Offering price (the “Warrant”).

The Shares were offered and sold pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-268484), as amended (the “Registration Statement”), and filed with the Securities and Exchange Commission (the “Commission”) the final prospectus filed with the Commission pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement was declared effective by the Commission on January 12, 2023. The closing of the Offering for the Shares took place on January 18, 2023 with proceeds of $7,560,354, net of $1,064,646 of issuance costs, which included 22,500 shares sold by the Company upon the exercise by the underwriters of the over-allotment option in full. The Company used the net proceeds from the Offering for team expansion, marketing, general and administrative corporate purposes, including working capital and capital expenditures.

In January 2023, the Company issued 70,000 shares to the Pre-IPO funding investors pursuant to the exercise of their warrants at fair value of $10.00 per share.

In January 2023, the Company issued 12,731 shares to Boustead Securities, LLC pursuant to the cashless exercise of their 16,448 warrants.

On January 13, 2023, in connection with the Offering, the Company commenced trading on The Nasdaq Capital Market under ticker symbol “MGOL.”

In November and December 2023, the Company issued 1,125 shares of common stock for consulting services at fair value of $5,281.

In November and December 2023, the Company issued 1,334 shares for the vested Restricted Stock Units issued to directors at fair value of $6,666.

In February 2024, the Company issued 23,202 shares to its former Chief Marketing Officer pursuant to a Settlement Agreement and Release, valued at the stock price on the day of the executed Settlement Agreement, which was $4.31 on January 19, 2024. The related stock-based compensation of $99,999 was accrued as of December 31, 2023 and included in other accrued expenses as of the year ended December 31, 2023.

On April 12, 2024, the Board unanimously authorized and approved an amendment (“Plan Amendment”) to MGO’s 2022 Equity Incentive Plan (the “2022 Plan”) to increase the number of shares of the Company’s common stock, par value $0.00001 per share, (“Common Stock”) reserved for issuance under the 2022 Plan by an additional 182,451 shares of Common Stock. Such an increase resulted in a total of 451,188 shares of Common Stock being reserved under the 2022 Plan, of which 205,071 were available for future awards. On April 17, 2024 (the “Record Date”), a majority of our stockholders consented to the Plan Amendment. In accordance with Rule 14c-2 of the Exchange Act of 1934, as amended (the “Exchange Act”), corporate actions described above went effective twenty (20) days after a Schedule 14C Information Statement was mailed to our stockholders on April 29, 2024.

On June 4, 2024, MGO issued a total of 182,869 unregistered restricted shares of the Company’s common stock to directors and officers of the Company, including 41,633 shares issued to Maximiliano Ojeda, the Chief Executive Officer of the Company, 41,633 shares issued to Virginia Hilfiger, the Chief Brand Officer of the

Company, 41,633 shares issued to Julian Groves, the Chief Operating Officer of the Company, 22,297 shares issued to Dana Perez, the Chief Financial Officer of the Company, and 8,919 shares issued to each non-employee director of the Company. The restricted shares of the Company’s common stock were issued pursuant to the MGO’s 2022 Equity Incentive Plan and are exempt from registration in reliance on exemption provided for under Section 4(a)(2) of the Securities Act of 1933.

Between July 1, 2024, and August 19, 2024, 9,500 restricted stock units were converted into restricted shares of common stock of the Company in accordance with the terms of respective grant agreements.

On July 11, 2024, 2,000 options held by employees of the Company to purchase 2,000 shares of the Company’s common stock was canceled by the Board of Directors of the Company. Subsequent to the cancelation, the Company issued these employees 2,000 shares of the Company’s restricted stock.

NOTE 8 – STOCKHOLDERS’ EQUITY - continued

On July 18, 2024, the Company effected a reverse stock split at a ratio of 1-for-10.

On August 5, 2024, MGO issued a total of 22,000 unregistered shares of the Company’s common stock to directors and officers of the Company, including 4,986 shares issued to Maximiliano Ojeda, the Chief Executive Officer of the Company, 4,987 shares issued to Virginia Hilfiger, the Chief Brand Officer of the Company, 4,987 shares issued to Julian Groves, the Chief Operating Officer of the Company, 2,640 shares issued to Dana Perez, the Chief Financial Officer of the Company, and 1,100 shares issued to each non-employee director of the Company. The shares of the Company’s common stock were issued pursuant to the MGO Global Inc. 2022 Equity Incentive Plan and are exempt from registration in reliance on exemption provided for under Section 4(a)(2) of the Securities Act of 1933.

On December 23, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with the purchasers (the “Purchasers”) for the purchase and sale of an aggregate of $4,588,500 of the Company’s securities consisting of 4,830,000 units (the “Units”), with 1,550,000 of the Units consisting of one (1) share of common stock of the Company, par value $0.00001 (the “Common Stock”) and one (1) warrant to purchase one (1) share of Common Stock (“Common Warrant”) and 3,280,000 Units consisting of one (1) Pre-funded Warrant and one (1) Common Warrant. Pursuant to the Purchase Agreement, the Units with Common Stock were offered and sold at a purchase price of $0.95 per Unit and the Units with Pre-funded Warrants were offered and sold at a purchase price of $0.94999 per Unit. The sale of the Units to the Purchasers closed on December 24, 2024 (the “Closing Date”). The Company also sold 1,485,000 units to additional investors who did not enter into the Purchase Agreement and relied on the Registration Statement (as defined below) in connection with the purchase of the securities under the same terms sold to Purchasers. The aggregate gross proceeds to the Company from the Offering were $5,999,250, before deducting placement agent fees and expenses and other transaction costs for a total of 6,315,000 common shares issued as of December 31, 2024, for the units purchased and pre-funded warrants exercised and were recorded as a component of additional paid-in-capital with stockholder’s equity.

As of the year ended December 31, 2024, 6,315,000 common warrants remain outstanding pursuant to the Offering. See Note 14.

For the year ended December 31, 2024, 525,736 restricted stock awards were vested and the Company issued restricted common stock to its directors, officers and consultants and former Chief Marketing Officer.

Throughout the year ended December 31, 2024, the Company sold 781,438 shares through its shelf registration statement on Form S-3 at share prices ranging between $2.18 and $10.16, totaling $3,205,754 in net proceeds received by the Company.

2023 Warrants

As part of the IPO and underwriting agreements in January 2023, the Company issued to Boustead a total of 8,625 warrants, which expire in three years, and have an exercise price of $62.50 per share. On January 20, 2023, Boustead exercised 8,625 warrants in a cashless exercise transaction. In addition, 70,000 of additional outstanding warrants were exercised for a price of $10.00 with proceeds from the exercise recorded as additional paid in capital for the year ended December 31, 2023.

The following is a summary of warrant activity for the year ended December 31, 2023:


	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding, December 31, 2022		70,000		$	10.00		4.70	$	—
Granted		8,625			10.00		—		—
Forfeited		—			—		—		—
Exercised		(78,625	)		10.00		—		—
Outstanding, December 31, 2023		—		$	—		—	$	—
Exercisable, December 31, 2023		—		$	—		—	$	—

2024 Warrants

On December 23, 2024, the Company entered into the Purchase Agreement which included the issuance of common warrants (the “Common Warrants”) and prefunded warrants (the “Prefunded Warrants”) include in the unit offering..

The Common Warrants are not exercisable until approved by the Company’s stockholders (“Warrant Stockholder Approval”). Upon such approval, the Common Warrants will become exercisable at an initial exercise price of $1.425 per share and will expire on the earlier of (i) the five-year anniversary of the initial exercise date or (ii) the consummation of the Business Combination among the Company, Heidmar, Inc., Heidmar Maritime Holdings Corp., HMR Merger Sub Inc., Rhea Marine Ltd., and Maistros Shipinvest Corp.

NOTE 8 – STOCKHOLDERS’ EQUITY - continued

The exercise price and the number of shares of common stock issuable upon exercise of the Common Warrants are subject to adjustment in the event of stock dividends, stock splits, reorganizations, or similar events affecting the Company’s common stock. The Common Warrants also contain a one-time reset feature that adjusts the exercise price to the lowest volume-weighted average price (“VWAP”) of the Company’s common stock during a designated reset period (the “Reset Period”), subject to a floor of $0.19 per share. The Reset Period begins four trading days prior to the effective date of Warrant Stockholder Approval and ends four trading days after such approval (the “Reset Date”). If a holder exercises the Common Warrants during this period but before the Reset Date (an “Early Exercise Date”), the reset mechanics will be applied based on the lowest VWAP observed up to the Early Exercise Date.

If the exercise price is reset, the number of shares issuable upon exercise of the Common Warrants will be adjusted so that the aggregate proceeds from a full exercise at the reset price equal the proceeds that would have been received if the Common Warrants had been exercised at the initial exercise price.

The Common Warrants may also be exercised on an alternative cashless basis, allowing the holder to exchange each Common Warrant for two shares of common stock. The shares of units of common stock and Prefunded Warrants and the accompanying Common Warrants were sold together in the offering but were issued separately and were immediately separable upon issuance.

Stockholder Approval Process

Pursuant to the Purchase Agreement, the Company agreed to file a preliminary proxy statement within five days of the offering’s closing date to seek Warrant Stockholder Approval. The Company must hold a special stockholders’ meeting to obtain such approval at the earliest practicable date, but no later than 45 days after the closing date (the “Initial Stockholders Meeting”). This meeting was held subsequent to year end, on January 24, 2025, where stockholder approval was received. As the meeting was held after year end, the Common Warrants are not exercisable as of December 31, 2024. See Note 14

Pre-Funded Warrants

In connection with the offering, the Company also issued Pre-Funded Warrants to certain purchasers whose participation in the offering would have resulted in beneficial ownership exceeding 4.99% (or, at the purchaser’s election, 9.99%) of the Company’s outstanding common stock. Each Pre-Funded Warrant has an exercise price of $0.00001 per share, is exercisable immediately, and may be exercised at any time until the earlier of (i) full exercise of all Pre-Funded Warrants or (ii) the closing of the Business Combination.

The Company evaluated the classification of the Common Warrants in accordance with Accounting Standards Codification ("ASC") 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity. Based on this assessment, the Common Warrants met the criteria for equity classification as they (i) were indexed to the Company's own stock and (ii) met the requirements for equity classification under ASC 815-40-25, including settlement in shares and the absence of any cash settlement features outside of the Company’s control. As a result, the Common Warrants were recorded as a component of additional paid-in capital within stockholders’ equity as of December 31, 2024, with no subsequent remeasurement required.

The following is a summary of warrant activity for the year ended December 31, 2024:


	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding, December 31, 2023		—		$	—		—	$	—
Granted		10,355,000			0.873		4.98		—
Forfeited		—			—		—		—
Exercised		(4,040,000	)		0.010		—		—
Outstanding, December 31, 2024		6,315,000		$	1.425		4.98	$	—
Exercisable, December 31, 2024		—		$	—		—	$	—

NOTE 9 – STOCK COMPENSATION

On August 15, 2022, our Board of Directors (the “Board”) and our stockholders approved our 2022 Equity Incentive Plan (the “2022 Plan”). The 2022 Plan governs equity awards to our employees, directors, officers, consultants and other eligible participants. Initially, the maximum number of shares of our Common Stock that may be subject to awards under the 2022 Plan is 218,647. The maximum number of shares that are subject to awards under the 2022 Plan is subject to an annual increase equal to the lesser of (i) 50,000 shares of our Common Stock; (ii) a number of shares of our Common Stock equal to 4% of the prior year’s maximum number or (iii) such number of shares of our Common Stock as determined by the 2022 Plan administrator.

On April 12, 2024, the Board unanimously authorized and approved an amendment (“Plan Amendment”) to MGO’s 2022 Equity Incentive Plan (the “2022 Plan”) to increase the number of shares of the Company’s common stock, par value $0.00001 per share, (“Common Stock”) reserved for issuance under the 2022 Plan by an additional 182,451 shares of Common Stock. Such an increase resulted in a total of 451,188 shares of Common Stock being reserved under the 2022 Plan, of which 205,071 will be available for future awards. On April 17, 2024 (the “Record Date”), a majority of our stockholders consented to the Plan Amendment. In accordance with Rule 14c-2 of the Exchange Act, corporate actions described above will be effective no earlier than twenty (20) days after a Schedule 14C Information Statement has been mailed to our stockholders, which was mailed on April 29, 2024.

The types of awards permitted under the 2022 Plan include nonqualified stock options, qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other awards. Each option shall be exercisable at such times and subject to such terms and conditions as the Board may specify.

Equity awards are generally granted with an exercise price equal to the market price of the Company’s Common Shares at the date of grant; those options have ten-year contractual terms and vest according to the vesting plan as designated by management, generally between immediate vesting to three-year continued service term. Certain equity awards provide for accelerated vesting if there is a change in control, as defined in the plans.

The fair value of each option award is estimated on the date of grant using a Black Scholes option-pricing model. The Company uses historical option exercise and termination data to estimate the term the options are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is calculated using historical dividend amounts and the stock price at the option issue date. The expected volatility is determined using the volatility of peer companies.

Stock Options

The following is a summary of stock option activity for the year ended December 31, 2024:


	Number of Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding, December 31, 2023		114,000		$	50.00		4.04	$	—
Granted		30,000			4.10		—		—
Forfeited		(30,000	)		4.10		—		—
Cancelled		(114,000	)		50.00		—
Exercised		—			—		—		—
Outstanding, December 31, 2024		—		$	—		—	$	—
Exercisable, December 31, 2024		—		$	—		—	$	—

The following is a summary of stock option activity for the year ended December 31, 2023:


	Number of Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding, December 31, 2022		—		$	—		*	$	—
Granted		135,500			50.00		5.0		—
Forfeited		(21,500	)		—		—		—
Cancelled		—			—		—
Exercised		—			—		—		—
Outstanding, December 31, 2023		114,000		$	50.00		4.04	$	—
Exercisable, December 31, 2023		74,000		$	50.00		4.04	$	—

NOTE 9 – STOCK COMPENSATION - continued

The Company estimated the fair value of the stock-based compensation using the Black Scholes Model with the following assumption inputs:


	2024				2023
Expected life of the options	2.88 -5.00				4.35-5.00
Fair value of Common Stock on grant date	$	4.10		$	9.80 – 10.70
Expected volatility		147.18	%		95	%
Expected dividend rate		0	%		0	%
Risk-free interest rate		4.38	%		4.24% - 4.41	%

For the years ended December 31, 2024 and 2023, the Company’s stock option compensation expense amounted to $114,831 and $867,110, respectively. There is no unrecognized compensation cost related to stock options as of December 31, 2024.

Restricted Stock Units (“RSUs”)

For the year ended December 31, 2024 and 2023, the Company’s compensation committee recommended to the Board of Directors and the Board approved the granting of certain RSUs to employees.

The following is a summary of RSU activity for the year ended December 31, 2024:


	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2023		40,172		$	14.10
Granted		524,730			3.63
Cancelled		(39,166	)		5.60
Vested		(525,736	)		4.14
Outstanding as of December 31, 2024		—		$	—

The following is a summary of RSU activity for the year ended December 31, 2023:


	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2022		—		$	—
Granted		50,604			14.10
Cancelled		(7,973	)		—
Vested		(2,458	)		—
Outstanding as of December 31, 2023		40,172		$	14.10

The aggregate fair value of RSU awards granted during 2024 was $ $1,903,130 and valued at the closing price of the Company’s Common Stock on the date of grant. The Company recognized $113,968 stock compensation expense related to RSU awards and $1,633,795 stock compensation expense related to RSA awards for the year ended December 31, 2024. There is no unrecognized compensation cost related to restricted stock awards as of December 31, 2024.

NOTE 10 – INCOME TAXES

At December 31, 2024 and 2023, the Company’s deferred income tax assets and liabilities were as follows:


	December 31, 2024			December 31, 2023
Deferred tax asset
Net operating loss carry forwards	$	3,790,276		$	2,549,650
Total deferred tax asset		3,790,276			2,549,650
Less: valuation allowance		(3,790,276	)		(2,549,650	)
Total deferred tax asset		—			—
Total deferred tax liabilities		—			—
Net deferred tax asset (liabilities)	$	—		$	—

The valuation allowance increased by $1,240,626 during the period from December 31, 2023 to December 31, 2024, as a result of the Company’s net operating losses for the year ended December 31, 2024. The Company has net operating loss carryforwards of approximately $15,662,000 for both U.S. federal and state tax purposes as of December 31, 2024 with no expiration date. Utilization of the net operating loss and tax credit carryforwards is subject to a substantial annual limitation due to the “ownership change” limitations provided by Section 382 and 383 of the Internal Revenue Code of 1986, as amended, and other similar state provisions. Any annual limitation may result in the expiration of net operating loss and tax credit carryforwards before utilization.

The Company has not recorded any income tax expense or benefit in the consolidated statements of operations for the years ended December 31, 2024 or 2023, due to the benefit of net operating losses in these periods. The reconciliation between the federal statutory income tax rate of 21% and the blended state income tax rate of 3.5% to the Company’s effective tax for the periods presented is as follows:


	Amount			Percent			Amount			Percent
	Year Ended December 31,
	2024						2023
	Amount			Percent			Amount			Percent
Federal provision at statutory rate	$	(1,354,324	)		21.0	%	$	(1,409,660	)		21.0	%
State income taxes		(189,387	)		3.5	%		(390,684	)		5.5
Non-deductible expenses		303,085			—			(116,921	)		—	%
Change in valuation allowance		1,240,626			—			1,917,265			—	%
Effective tax rate	$	—			0	%	$	—			0.0	%

The Company’s effective tax rates differ from the federal statutory rate primarily due to the establishment of a valuation allowance.

The Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes and other relevant factors.

Future changes in the unrecognized tax benefit will have no impact on the effective tax rate due to the existence of the valuation allowance. The Company estimates that the unrecognized tax benefit will not change significantly within the next twelve months. The Company classifies income tax penalties and interest as part of general and administrative expense in its consolidated statements of operations. There were no interest or penalties accrued as of December 31, 2024 and 2023.

In the normal course of business, the Company is subject to examination by taxing authorities generally for a period of three years from the later of each return due date or date filed.

NOTE 11 – COMMITMENTS AND CONTINGENCIES

The Company is subject to credit, liquidity and market risks, as well as other payment-related risks, such as risks associated with the fraudulent use of credit or debit cards and customer banking information, which could have adverse effects on our business and revenues due to chargebacks from customers.

Legal Proceedings

We are not currently involved in any litigation that we believe could have a materially adverse effect in our financial condition or results of operations. From time to time, the Company is subject to legal proceedings, asserted claims and investigations in the ordinary course of business, including commercial claims, employment and other matters, which management considers immaterial, individually and in the aggregate. The Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The requirement for these provisions is reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Litigation is inherently unpredictable and costly. Protracted litigation and/or an unfavorable resolution of one or more of proceedings, claims or investigations against the Company could have a material adverse effect on the Company’s consolidated financial position, cash flows or results of operations.

NOTE 12 – OPERATING SEGMENT

The Company’s Chief Executive Officer serves as the Chief Operating Decision Maker (“CODM”) and evaluates the financial performance of the business and makes resource allocation decisions on a consolidated basis. As a result, the Company operates as a single reportable segment under ASC 280, Segment Reporting, defined by the CODM as Consumer Goods. The Company's operations include marketing, e-commerce expenses, and purchasing and procurement, all of which are managed centrally. The CODM assesses financial performance based on revenue, operating profit, and key operating expenses as detailed below.

The following table presents significant segment expenses regularly provided to and reviewed by the CODM:


	Consumer Goods
	December 31, 2024			December 31, 2023
Revenue,net	$	3,012,942		$	3,668,926
Less:Cost of goods sold		678,466			969,045
Less:
Salaries, benefits and consultants		3,109,609			2,799,661
Marketing expenses		11,040			23,888
E-commerce expenses		1,588,010			2,172,152
Warehouse and freight expenses		940,900			947,185
Other segment expenses (1)		5,138,132			2,277,902
Segment net loss		(8,453,215	)		(5,520,907	)

Reconciliation of loss:
Other income, net		33,662			37,281
Interest expense		(9,982	)		—
Loss before income taxes		(8,429,535	)		(5,483,626	)

(1)

- other segment items included in Segment net loss include: professional fees, insurance, general and administrative expenses, depreciation, other income and interest expense.

These expenses represent the key cost components reviewed by the CODM in assessing the Company's performance.

The CODM evaluates income generated from the Company’s assets using net income as a key metric. The CODM utilizes this measure to assess return on assets when making strategic decisions. As the Company operates as one reportable segment, total segment assets and total consolidated assets are effectively the same. As such, segment assets are equivalent to total consolidated assets as presented on the balance sheet and all significant accounting policies, major customers, and revenue-related disclosures required under GAAP are included elsewhere in the financial statements.

NOTE 13 – DISCONTINUED OPERATIONS

In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major impact on an entity’s operations and financial results when the components of an entity meet the criteria in ASC paragraph 205-20-45-10. In the period in which the component meets the held for sale or discontinued operations criteria the major assets, other assets, current liabilities and non-current liabilities shall be reported as a component of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the income (loss) of continuing operations.

On March 21, 2024, the Company, Centric and LMM signed a Deed of Novation, Assignment and Assumption (the “Deed”) providing for MGOTeam1 to assign all of its rights and obligations under the existing Trademark License Agreement to Centric, and Centric has agreed to assume all of MGO’s rights and obligations in respect of the License Agreement, and the minimum guaranteed royalty amount due to LMM, with effect on and from March 21, 2024.

As a result of the Deed, the Company ceased operations of The Messi Store. The historical results of this business segment have been reflected as discontinued operations in our consolidated financial statements for all periods presented.

Subsequent to the receipt of the $2,000,000 in proceeds from Centric, MGOTeam1 paid MGO Global, Inc. $2,000,000 for payment on a $2,658,635 Intercompany Demand Note. The remaining balance of the Intercompany Demand Note of $658,635 is eliminated in consolidation.


Summary reconciliation of Discontinued Operations	December 31, 2024			December 31, 2023
Revenues	$	74,939		$	1,690,949
Cost of sales		48,841			1,044,048
Gross profit		26,098			646,901

Operating expenses:
Selling, general, administrative expenses		34,391			250,899
Marketing and e-commerce expenses		62,641			988,399
Royalty expenses		(55,194	)		1,269,556
Total operating expenses		41,838			2,508,854

Operating income (loss)		(15,740	)		(1,861,953	)

Other (income) expense:
Interest expense		9,637			456
Gain on settlement of debt		(1,961,638	)		(3,500	)
Other expense		6,117			27,930
Total other (income) expense		(1,945,884	)		24,886

Net income (loss)	$	1,930,144		$	(1,886,839	)
Less: net income (loss) attributable to non-controlling interest		228,143			(227,061	)
Net income (loss) attributable to MGO stockholders	$	1,702,001		$	(1,659,778	)

The following table presents a reconciliation of the carrying amounts of major classes of assets and liabilities of the Company classified as discontinued operations as of December 31, 2024 and 2023:


	December 31, 2024		December 31, 2023
Current assets
Cash	$	—	$	98,466
Accounts receivable		81		39,121
Inventories		—		117,531
Other current assets		7,864		7,864
Prepaid expenses		—		4,721
Total current assets		7,945		267,703
Current liabilities
Accounts payable		1,992		115,333
Accrued liabilities		1,762		264,534
Total current liabilities		3,754		379,867


†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.


		Page

ABOUT THIS PROSPECTUS		ii
MARKET AND INDUSTRY DATA		ii
TRADEMARKS AND TRADE NAMES		iii
PRESENTATION OF FINANCIAL INFORMATION		iii
PROSPECTUS SUMMARY		1
THE OFFERING		12
RISK FACTORS		14
FORWARD-LOOKING STATEMENTS		45
THE COMMITTED EQUITY FINANCING		47
USE OF PROCEEDS		56
PRO FORMA FINANCIAL STATEMENTS		57
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		65
BUSINESS		80
MANAGEMENT		103
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		107
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		110
DESCRIPTION OF CAPITAL STOCK		112
SHARES ELIGIBLE FOR FUTURE SALE		118
CERTAIN MARSHALL ISLANDS COMPANY CONSIDERATIONS		119
TAX CONSIDERATIONS		123
PLAN OF DISTRIBUTION (CONFLICT OF INTEREST)		131
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES		133
EXPENSES		134
LEGAL MATTERS		134
EXPERTS		134
WHERE YOU CAN FIND ADDITIONAL INFORMATION		135
INDEX TO FINANCIAL STATEMENTS		F-1


	For the period May 7, 2024 to December 31, 2024
Operating Expenses
General and administrative expenses		915,995
Total operating expenses		915,995
Operating loss		915,995

Net loss for the period		915,995

Loss per share
Basic and diluted	$	(9,159.95	)

Weighted-average shares outstanding
Basic and diluted		100


	Share Capital Common shares (Note 1)				Accumulated deficit			Total shareholder’s equity
	No of shares		Amount
May 7, 2024 (inception date)		-		-		-			-
Issuance of common shares		100		-		-			-
Net loss for the period		-		-		(915,995	)		(915,995	)
Balance, December 31, 2024		100		-		(915,995	)		(915,995	)


	2024
Net loss attributable to Company’s shareholder		(915,995	)
Weighted average shares outstanding basic:
Common shares		100
Loss per share – Basic and diluted	$	(9,159.95	)


Exhibit No.		Description
2.1	†	Business Combination Agreement, dated June 18, 2024, by and between MGO Global Inc., Heidmar Inc., Heidmar Maritime Holdings Corp., HMR Merger Sub Inc. and the other parties thereto (incorporated by reference to Exhibit 2.1 to the Company’s Amended Registration Statement on Form F-4 (File No. 333-284004).
2.2	†	First Amendment to the Business Combination Agreement, dated December 17, 2024, by and between MGO Global Inc. and Heidmar Inc. (incorporated by reference to Exhibit 2.2 to the Company’s Amended Registration Statement on Form F-4 (File No. 333-284004).
2.3	†	Second Amendment to the Business Combination Agreement, dated January 31, 2025, by and between MGO Global Inc. and Heidmar Inc. (incorporated by reference to Exhibit 2.3 to the Company’s Amended Registration Statement on Form F-4 (File No. 333-284004).
3.1	†	Amended and Restated Articles of Incorporation of Heidmar Maritime Holdings Corp. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 6-K, filed with the SEC on February 20, 2025).
3.2	†	Amended and Restated Bylaws of Heidmar Maritime Holdings Corp. (incorporated by reference to Exhibit 1.2 of the Company’s Annual Report on Form 20-F, filed with the SEC on May 15, 2025).
4.1	†	Form of Stock Certificate of Heidmar Maritime Holdings Corp. (incorporated by reference to Exhibit 4.1 to the Company’s Amended Registration Statement on Form F-4 (File No. 333-284004).
4.2	†	Shareholders Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 20-F, filed with the SEC on May 15, 2025).
4.3	†	Registration Rights Agreement (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 20-F, filed with the SEC on May 15, 2025).
5.1	*	Opinion of Seward & Kissel, counsel to Heidmar Maritime Holdings Corp.
8.1	*	Opinion of Seward & Kissel LLP, United States counsel to Heidmar Maritime Holdings Corp., with respect to certain U.S. tax matters.
10.1	†	Form of Lock-Up/Leak-Out Agreement (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 20-F, filed with the SEC on May 15, 2025).
10.2	†	Working Capital Borrowing Base Facility, dated July 27, 2022, between SeaLion Tankers Inc. and Macquarie Bank Limited, London Branch (incorporated by reference to Exhibit 10.4 to the Company’s Amended Registration Statement on Form F-4 (File No. 333-284004).
10.3	†	Amendment Agreement, dated August 19, 2022, to Working Capital Borrowing Base Facility, dated July 27, 2022, between SeaLion Tankers Inc., Heidmar UK Trading Limited and Macquarie Bank Limited, London Branch (incorporated by reference to Exhibit 10.5 to the Company’s Amended Registration Statement on Form F-4 (File No. 333-284004).
10.4	†	Amendment Agreement, dated December 13, 2022, to Working Capital Borrowing Base Facility, dated July 27, 2022, as amended by Amendment Agreement dated August 19, 2022, between SeaLion Tankers Inc., Heidmar UK Trading Limited and Macquarie Bank† Limited, London Branch (incorporated by reference to Exhibit 10.6 to the Company’s Amended Registration Statement on Form F-4 (File No. 333-284004).
10.5	†	Working Capital Borrowing Base Facility, dated July 27, 2022, between Seadragon Tankers Inc. and Macquarie Bank Limited, London Branch (incorporated by reference to Exhibit 10.7 to the Company’s Amended Registration Statement on Form F-4 (File No. 333-284004).
10.6	†	Amendment Agreement, dated December 13, 2022, to Working Capital Borrowing Base Facility, dated July 27, 2022, between Seadragon Tankers Inc., Heidmar UK Trading Limited and Macquarie Bank Limited, London Branch (incorporated by reference to Exhibit 10.8 to the Company’s Amended Registration Statement on Form F-4 (File No. 333-284004).
10.7	†	Working Capital Borrowing Base Facility, dated July 27, 2022, between Dorado Tankers Pool Inc. and Macquarie Bank Limited, London Branch (incorporated by reference to Exhibit 10.9 to the Company’s Amended Registration Statement on Form F-4 (File No. 333-284004).
10.8	†	Amendment Agreement, dated December 13, 2022, to Working Capital Borrowing Base Facility, dated July 27, 2022, between Dorado Tankers Pool Inc., Heidmar UK Trading Limited and Macquarie Bank Limited, London Branch (incorporated by reference to Exhibit 10.10 to the Company’s Amended Registration Statement on Form F-4 (File No. 333-284004).
10.9	†	Amendment and Restatement Agreement to Working Capital Borrowing Base Facility, dated July 27, 2022, between Blue Fin Tankers Inc., Heidmar (Far East) Tankers Pte. Ltd., Heidmar UK Trading Limited and Macquarie Bank Limited, London Branch (incorporated by reference to Exhibit 10.11 to the Company’s Amended Registration Statement on Form F-4 (File No. 333-284004).
10.10	†	Amendment Agreement, dated August 19, 2022, to Amendment and Restatement Agreement to Working Capital Borrowing Base Facility, dated July 27, 2022, between Blue Fin Tankers Inc., Heidmar (Far East) Tankers Pte. Ltd., Heidmar UK Trading Limited and Macquarie Bank Limited, London Branch (incorporated by reference to Exhibit 10.12 to the Company’s Amended Registration Statement on Form F-4 (File No. 333-284004).


10.11	†	Amendment Agreement, dated December 13, 2022, to Amendment and Restatement Agreement to Working Capital Borrowing Base Facility, dated July 27, 2022, as amended by Amendment Agreement dated August 19, 2022, between Blue Fin Tankers Inc., Heidmar (Far East) Tankers Pte. Ltd., Heidmar UK Trading Limited and Macquarie Bank Limited, London Branch (incorporated by reference to Exhibit 10.13 to the Company’s Amended Registration Statement on Form F-4 (File No. 333-284004).
10.12	†	Amendment Agreement, dated October 30, 2024, to Working Capital Borrowing Base Facility, dated July 27, 2022, between Dorado Tankers Pool Inc., Heidmar UK Trading Limited and Macquarie Bank Limited, London Branch (incorporated by reference to Exhibit 10.14 to the Company’s Amended Registration Statement on Form F-4 (File No. 333-284004).
10.13	†	Amendment Agreement, October 30, 2024, to Working Capital Borrowing Base Facility, dated July 27, 2022, between Blue Fin Tankers Inc., Heidmar (Far East) Tankers Pte. Ltd., Heidmar UK Trading Limited and Macquarie Bank Limited, London Branch (incorporated by reference to Exhibit 10.15 to the Company’s Amended Registration Statement on Form F-4 (File No. 333-284004).
10.14	†	Amendment Agreement, October 30, 2024, to Working Capital Borrowing Base Facility, dated July 27, 2022, between Seadragon Tankers Inc., Heidmar UK Trading Limited and Macquarie Bank Limited, London Branch (incorporated by reference to Exhibit 10.16 to the Company’s Amended Registration Statement on Form F-4 (File No. 333-284004).
10.15	†	Amendment Agreement, dated October 30, 2024, to Working Capital Borrowing Base Facility, dated July 27, 2022, between SeaLion Tankers Inc., Heidmar UK Trading Limited and Macquarie Bank Limited, London Branch (incorporated by reference to Exhibit 10.17 to the Company’s Amended Registration Statement on Form F-4 (File No. 333-284004).
10.16	*	Common Share Purchase Agreement, dated June 6, 2025, between Heidmar Maritime Holdings Corp. and B. Riley Principal Capital II, LLC
10.17	*	Registration Rights Agreement, dated June 6, 2025, between Heidmar Maritime Holdings Corp. and B. Riley Principal Capital II, LLC
21.1	†	Subsidiaries of Heidmar Maritime Holdings Corp. (incorporated by reference to Exhibit 8.1 of the Company’s Annual Report on Form 20-F, filed with the SEC on May 15, 2025)
23.1	*	Consent of Seward & Kissel LLP (included in Exhibit 5.1).
23.2	*	Consent of Seward & Kissel LLP (included in Exhibit 8.1).
23.4		Consent of Deloitte Certified Public Accountants S.A., independent registered public accounting firm of Heidmar Inc.
23.5		Consent of Deloitte Certified Public Accountants S.A., independent registered public accounting firm of Heidmar Maritime Holdings Corp.
24.1	*	Power of Attorney
101		Inline Interactive Data Files
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
107	*	Filing Fee Table.


	HEIDMAR MARITIME HOLDINGS CORP.

	By:	/s/ Pankaj Khanna
	Name:	Pankaj Khanna
	Title:	Chief Executive Officer


Signature		Title

/s/ Pankaj Khanna		Chief Executive Officer
Pankaj Khanna		Chief Executive Officer

*		Chief Financial Officer
Niki Fotiou		Chief Financial Officer

*		Director
Andreas Konialidis		Director

*		Director
John Shelley		Director

*		Director
Niovi Iasemidi		Director

*		Director
André Lockhorst		Director

*		Director
Vasileios Loutradis		Director


PUGLISI & ASSOCIATES

By:		/s/ Donald J. Puglisi
Name:		Donald J. Puglisi
Title:		Authorized Representative