Exhibit 10.25

Execution Version

AMENDMENT LETTER

PRIVATE & CONFIDENTIAL

From:

The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch as facility agent under the Facility Agreement (defined below) (the Facility Agent)

To:	Cadeler A/S (the Original Borrower)

	Cadeler UK Limited (as Guarantor)

And to:	The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch and Clifford Capital Holdings Pte. Ltd. as mandated lead arrangers under the Facility Agreement (defined below) (the Mandated Lead Arrangers)

10 July 2026

Dear Sirs

Cadeler A/S - Amendment Letter in respect of the originally €60,000,000 facility agreement (with an accordion option of up to €80,000,000)

We refer to the originally €60,000,000 loan facility agreement (with an accordion option of up to €80,000,000) dated 24 November 2025 made between, among others, the Original Borrower and The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch as Facility Agent and Green Loan Co-ordinator (the Facility Agreement). Terms defined (or incorporated by reference) in the Facility Agreement, unless otherwise defined in this letter or the context requires otherwise, have the same meaning when used in this letter.

Interpretation

Clauses 1.2 (Construction) and 1.4 (Third party rights) of the Facility Agreement will apply as if incorporated in this letter and as if all references in such clauses to “this Agreement” were a reference to this letter. In addition:

Effective Date means the date on which the Facility Agent has received:

(a)

a fully executed copy of this letter duly executed by each party hereto.

Amendments to the Facility Agreement

2.1

The Facility Agent (acting on the instructions of all the Lenders) hereby agrees that, with effect from the Effective Date:

(a)

the definition of “External Reviewer” shall be deleted in its entirety and replaced with the following:

“External Reviewer means Cicero or any replacement external reviewer being a member firm of Deloitte, Ernst & Young Global Limited, KPMG International Limited, PricewaterhouseCoopers International Limited or DNV or any other person approved by the Majority Lenders as may be appointed from time to time by or on behalf of the Borrower or UK ListCo (on and from the Share Exchange Completion), provided that any such replacement is:

(a)

an independent professional services firm, environmental consultancy firm or ratings agency which is regularly engaged in the application and monitoring of ESG standards and ESG calculation methodologies; and

(b)

not an Affiliate of an Obligor.”

(c)

the definition of “Group” shall be deleted in its entirety and replaced with the following:

“Group means:

(a)

on and from the date of this Agreement and up until the Share Exchange Completion and for the purpose of calculating the financial covenants in clause 22 (Financial covenants) in respect of any Relevant Period ending before the Share Exchange Completion, Cadeler A/S; and

(b)

on and from the date of the Share Exchange Completion and until the end of the Facility Period and for the purpose of calculating the financial covenants in clause 22 (Financial covenants) in respect of any Relevant Period during which the Share Exchange Completion occurs and any Relevant Period thereafter, UK ListCo,

and, in each case, its respective Subsidiaries for the time being and, for the purposes of Clause 20.1 (Financial statements) and Clause 22 (Financial covenants), any other entity required to be treated as a subsidiary in its consolidated accounts in accordance with GAAP and/or any applicable law.”

(d)

the definition of “Permitted Reorganisation” shall be deleted in its entirety and replaced with the following:

“Permitted Reorganisation means, the reorganisation of Cadeler A/S and its Subsidiaries as described in more detail in the Deloitte Report, upon the completion of which each of the following shall have occurred:

(a)

the Squeeze Out;

(b)

the Cadeler Holdings Acquisition; and

(c)

the Transfer of Cadeler A/S.”

(e)

the definition of "Permitted Financial Indebtedness" shall be deleted in its entirety and replaced with the following:

"Permitted Financial Indebtedness means any:

(a)

Financial Indebtedness incurred under, or contemplated by, the Finance Documents;

(b)

Financial Indebtedness (including any guarantees to be delivered by the Borrower, Cadeler A/S (after it resigns as Original Borrower) or Cadeler UK in respect of such Financial Indebtedness) that is incurred or anticipated to be incurred pursuant to the financing overview dated 24 November 2025 and approved by the Lenders on or prior to the date of the Amendment and Restatement Agreement, and any Financial Indebtedness for the upcoming acquisition of Wind Apex;

(c)

subject to clause 24.5(d)(iv) (Loans and Guarantees and Financial Indebtedness), Financial Indebtedness by the Borrower, Cadeler A/S (after it resigns as Original Borrower) or Cadeler UK owed to another Group Member or by a Group Member to the Borrower, Cadeler A/S (after it resigns as Original Borrower) or Cadeler UK (as applicable) on an unsecured basis, including any cash pooling arrangements on a Group wide basis for cash management purposes of the Group;

RESTRICTED

(d)

Financial Indebtedness arising under any Treasury Transactions entered into for the hedging of actual or projected real exposure arising in the ordinary course of trade of a member of the Group and not for speculative purposes;

(e)

other than in the case of paragraph (b) above, any Financial Indebtedness (including, for greater certainty, any guarantees in respect of Financial Indebtedness of the other members of the Group) that is incurred by the Borrower, Cadeler A/S (after it resigns as Original Borrower) or Cadeler UK at any time, provided that the total consolidated Financial Indebtedness of the Group (excluding any Treasury Transactions and less any amounts standing to the credit of any debt service retention accounts reserved for payments of instalments and interest on any Financial Indebtedness) does not at any time exceed 65% of the aggregate of (A) the construction price of each of the newbuilding Ships ordered by any Group Member, but not yet delivered by the relevant yard; and (B) the Fair Market Value of the Ships as latest determined under this Agreement, and provided further that the incurrence of any such Financial Indebtedness shall (x) be subject to, and in accordance with, clause 24.5 (Loans and Guarantees and Financial Indebtedness); (y) the amount of such Financial Indebtedness at any time shall not exceed the total commitment (howsoever described) of such Financial Indebtedness at the time such Financial Indebtedness was first incurred; and (z) the amount of any Financial Indebtedness in respect of which a guarantee has been delivered by the Borrower, Cadeler A/S (after it resigns as Original Borrower) or Cadeler UK does not exceed the total commitment (howsoever described) of such Financial Indebtedness at the time such Financial Indebtedness was first incurred; and

(f)

any other Financial Indebtedness to be incurred, which is:

(A)

approved in advance by all the Lenders; and

(B)

subordinate to the rights of the Finance Parties under the Finance Documents pursuant to an intercreditor deed (in form and substance satisfactory to all the Lenders) to be entered into between, among others, the financiers in relation to such Financial Indebtedness and the Facility Agent (the Intercreditor Deed);

provided that neither Cadeler A/S (after it resigns as Original Borrower) nor Cadeler UK shall be a borrower (but may act as a guarantor and provide indemnities) under any Financial Indebtedness referred to under paragraphs (b) and (e) above.”

(f)

the definition of “Share Exchange Completion” shall be deleted in its entirety and replaced with the following:

“Share Exchange Completion means the date on which the completion of the transfer of at least ninety per cent (90%) of the issued and outstanding share capital and/or the issued and outstanding voting share capital in Cadeler A/S in favour of UK ListCo occurs in acceptance of the Share Exchange Offer.”

(g)

a new definition of “Share Exchange Offer” shall be inserted, in alphabetical order, as follows:

“Share Exchange Offer means the offer by UK ListCo to acquire one hundred per cent. (100%) of the shares in Cadeler A/S in exchange for the issue of the same number of new shares in UK ListCo.”

(h)

the definition of “UK ListCo” shall be deleted in its entirety and replaced with the following:

“UK ListCo means Cadeler Limited, an English private limited company to be converted into a public limited company.”

RESTRICTED

(i)

paragraph (a) of clause 2.2 (Increase) of the Facility Agreement shall be deleted in its entirety and replaced with the following:

“(a)

Subject to the terms of this Agreement, the Borrower may, at any time and from time to time, by delivering a written notice substantially in the form set out in Schedule 9 (the “Increase Confirmation”) to the Facility Agent, request that the Total Commitments be increased (and the Commitments shall be so increased), in an aggregate amount of up to €120,000,000 (the “Increase Commitments”), provided that:

(i)

the Increase Commitments will be assumed by one or more Eligible Institutions (each an "Increase Lender") each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the Increase Commitments which it is to assume, as if it had been an Original Lender in respect of those Commitments;

(ii)

the Borrower and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Borrower and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender in respect of that part of the Increase Commitments which it is to assume;

(iii)

each Increase Lender shall become a Party as a "Lender" and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender in respect of that part of the increased Commitments which it is to assume;

(iv)

the Commitments of the other Lenders shall continue in full force and effect;

(v)

any increase in the Commitments shall take effect on the date specified by the Borrower in the notice mentioned above or any later date on which the Facility Agent executes an otherwise duly completed Increase Confirmation delivered to it by the relevant Increase Lender;

(vi)

no Default is continuing or might reasonably be expected to result from any increase in the Commitments;

(vii)

the aggregate of the Total Commitments (taking into account any increase to the Total Commitments that occurred prior to the date of this letter in accordance with this Clause 2.2) shall not exceed €180,000,000.”; and

(j)

paragraph (d)(ii)(A) of Clause 13.2 (Tax gross-up) shall be deleted in its entirety and replaced with the following:

“

(A) an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a "Direction") under section 931 of the ITA which relates to the payment and that Lender has received from the Obligor making the payment or from the Borrower or UK ListCo a certified copy of that Direction; and”.

Consents and instructions

3.1

By executing this letter, the Facility Agent confirms that it is acting on the instructions of all the Lenders in accordance with clause 38.2 (All Lender matters) of the Facility Agreement.

3.2

By executing this letter, the Facility Agent and each of the Mandated Lead Arrangers acknowledge and agree that notwithstanding paragraph 6 of the Fee Letter dated 24 November 2025 and entered into by the Facility Agent, each of the Mandated Lead Arrangers and the Borrower (the Upfront Fee Letter), the Additional Structuring Fee (as such term is defined in the Upfront Fee Letter) is payable to The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch as Mandated Lead Arranger (for the account of itself and Banco Santander, S.A., Singapore Branch only) in relation to the Increase Commitments assumed by Banco Santander, S.A., Singapore Branch. The payment of such Additional Structuring Fee shall otherwise be made in accordance with the terms of the Upfront Fee Letter.

RESTRICTED

Confirmations

4.1

Each of the parties hereto hereby acknowledges, agrees and confirms that with effect from the Effective Date, all references to the Facility Agreement in any of the Finance Documents to which it is a party shall henceforth be references to the Facility Agreement as amended by this letter and as from time to time hereafter amended.

4.2

The Guarantor hereby confirms its consent to the amendments to the Facility Agreement contained in this letter and agrees that:

(a)

the guarantee and indemnity obligations of the Guarantor at clause 18 (Guarantee and Indemnity) of the Facility Agreement shall remain and continue in full force and effect notwithstanding the amendments to the Facility Agreement contained in this letter; and

(b)

with effect from the Effective Date, references at clause 18 (Guarantee and Indemnity) of the Facility Agreement to “Finance Documents” shall henceforth include a reference to the Facility Agreement as amended by this letter.

Representations

The Original Borrower and the Guarantor make the Repeating Representations on the Effective Date by reference to the facts and circumstances then existing.

General

6.1

The provisions of the Facility Agreement and the other Finance Documents will, except as expressly amended by this letter, continue in full force and effect.

6.2

Nothing in this letter shall constitute a waiver, or prejudice, diminish or otherwise adversely affect, any of the present or future rights, remedies, powers or discretions of the Finance Parties arising in respect of or pursuant to the Finance Documents, nor shall any single or partial exercise of any right, remedy, power or discretion prevent any further or other exercise or the exercise of any other right, remedy, power or discretion.

Governing law

This letter and any non-contractual obligations connected with it are governed by English law.

Dispute resolution

Clause 45 (Enforcement) of the Facility Agreement shall apply as if set out in full in this letter, and as if references in that clause to "the Finance Documents" or “any Finance Document” were references to "this letter".

Miscellaneous

9.1

Clauses 34 (Notices), 36 (Partial invalidity), 37 (Remedies and waivers), 38 (Amendments and waivers) and 42 (Contractual recognition of bail-in) of the Facility Agreement shall apply as if set out in full in this letter, and as if any references in those clauses to "the Finance Documents" or “any Finance Document” were references to "this letter".

9.2

This letter may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this letter.

9.3

The Facility Agent and the Original Borrower hereby designate this letter and the Santander Upfront Fee Letter a Finance Document in accordance with the definition of Finance Document in the Facility Agreement.

RESTRICTED

Please acknowledge your agreement to the terms of this letter by countersigning the duplicate and returning it to us.

/s/ Abdul Hakeem Bin Haji Osman

For and on behalf of

THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, SINGAPORE BRANCH

as Facility Agent

Name:

Abdul Hakeem Bin Haji Osman

Title:

Vice President

Issuer Services

RESTRICTED

ORIGINAL BORROWER

We agree to the above terms.

/s/ Mikkel Gleerup

/s/ Peter Brogaard Hansen

For and on behalf of

CADELER A/S

as Original Borrower

Name:	Mikkel Gleerup	Peter Brogaard Hansen

Title:	CEO	CFO

RESTRICTED

/s/ Alexander Simmonds

For and on behalf of

CADELER UK LIMITED
as Guarantor

Name: Alexander Simmonds

Title: Director

RESTRICTED

MANDATED LEAD ARRANGERS

We agree to the above terms.

/s/ Chia Seok Hoon

For and on behalf of

THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, SINGAPORE BRANCH
as Mandated Lead Arranger

Name: Chia Seok Hoon

Title: Head of Global Corporates

RESTRICTED

/s/ Low Chen Kuo, Ted

For and on behalf of
CLIFFORD CAPITAL HOLDINGS PTE. LTD.
as Mandated Lead Arranger

Name: Low Chen Kuo, Ted

Title:	Managing Director
	Head of Portfolio & Collateral Management Markets & Investor Services

RESTRICTED