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1、Table of Contents As filed with the U.S.Securities and Exchange Commission on June 9,2025.Registration No.333-UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,D.C.20549 Form F-1 REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Heidmar Maritime Holdings Corp.(Exact name of Registrant

2、as specified in its charter)Republic of the Marshall Islands 4412 N/A(State or other jurisdiction of incorporation or organization)(Primary Standard Industrial Classification Code Number)(I.R.S.EmployerIdentification No.)89 Akti MiaouliPiraeus 18538,Greece+30 216-002-4900(Address,including zip code,

3、and telephone number,including area code,of Registrants principal executive offices)Seward&Kissel LLP Attention:Keith J.Billotti,Esq.One Battery Park PlazaNew York,New York 10004(212)574-1200(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Keit

4、h J.Billotti,Esq.Seward&Kissel LLPOne Battery Park PlazaNew York,New York 10004(212)574-1200 Approximate date of commencement of proposed sale to the public:As soon as practicable after this Registration Statement becomes effective.If any of the securities being registered on this Form are being off

5、ered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following box and list the Securities Act registration stateme

6、nt number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registration statement number of the earlier effective registration sta

7、tement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark

8、 whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the exte

9、nded transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to its Accounting Sta

10、ndards Codification after April 5,2012.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become

11、 effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until the registration statement shall become effective on such date as the U.S.Securities and Exchange Commission,acting pursuant to said Section 8(a),may determine.2025/6/10 09:37F-1https:/www.sec.gov/Archives/ed

12、gar/data/2029471/000095017025083438/hmr-20250609.htm1/202Table of Contents The information in this preliminary prospectus is not complete and may be changed.We may not sell these securities until the registration statement filed with the U.S.Securities and Exchange Commission is effective.This preli

13、minary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.SUBJECT TO COMPLETION,DATED June 9,2025PRELIMINARY PROSPECTUSCommon Shares HEIDMAR MARITIME HOLDINGS CORP.This prospectus

14、relates in part to the offer and resale of up to 11,080,332 of our common shares,par value$0.001 per share(our“Common Shares”),by B.Riley Principal Capital II,LLC(“BRPC II”or the“Selling Shareholder”).We have issued or will issue these Common Shares to BRPC II under a common share purchase agreement

15、,dated June 6,2025(the“Purchase Agreement”),that we entered into with BRPC II,pursuant to which we may,in our sole discretion,elect to sell to BRPC II up to$20,000,000 worth of our Common Shares in one or more transactions from time to time after the date of this prospectus.We will not receive any o

16、f the proceeds from the sale of our Common Shares by the Selling Shareholder.However,we may receive up to$20,000,000 aggregate gross proceeds from sales of our Common Shares to BRPC II pursuant to the Purchase Agreement.See“The Committed Equity Financing”for a description of the Purchase Agreement a

17、nd“Selling Shareholder”for additional information regarding BRPC II.BRPC II may resell or otherwise dispose of our Common Shares described in this prospectus in a number of different ways and at varying prices.See“Plan of Distribution(Conflict of Interest)”for more information about how BRPC II may

18、resell or otherwise dispose of our Common Shares pursuant to this prospectus.BRPC II is an“underwriter”within the meaning of Section 2(a)(11)of the Securities Act of 1933,as amended(the“Securities Act”).We will pay the expenses incurred in registering under the Securities Act the offer and resale of

19、 the Common Shares offered hereby by the Selling Shareholder.We have also engaged Seaport Global Securities LLC to act as a“qualified independent underwriter”in this offering,whose fees and expenses will be borne by the Selling Shareholder.See“Plan of Distribution(Conflict of Interest).”Our Common S

20、hares are listed on the Nasdaq Capital Market(“Nasdaq”)under the symbol“HMR.”On June 5,2025,the last reported sale price of our common shares on Nasdaq was$1.71 per share.We qualify as an“emerging growth company”and a“foreign private issuer”,each as defined under U.S.federal securities laws,rules an

21、d regulations,and a“controlled company”under the corporate governance standards of Nasdaq.As such,we may elect to comply with certain reduced reporting requirements.See“Prospectus SummaryImplications of Our Corporate Status.”Investing in our securities involves a high degree of risk.See“Risk Factors

22、”beginning on page 12 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.Neither the U.S.Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined i

23、f this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.The date of this prospectus is ,20252025/6/10 09:37F-1https:/www.sec.gov/Archives/edgar/data/2029471/000095017025083438/hmr-20250609.htm2/202Table of Contents iTABLE OF CONTENTS Page ABOUT THIS PROSPEC

24、TUS iiMARKET AND INDUSTRY DATA iiTRADEMARKS AND TRADE NAMES iiiPRESENTATION OF FINANCIAL INFORMATION iiiPROSPECTUS SUMMARY 1THE OFFERING 10RISK FACTORS 12FORWARD-LOOKING STATEMENTS 43THE COMMITTED EQUITY FINANCING 45USE OF PROCEEDS 54PRO FORMA FINANCIAL STATEMENTS 55MANAGEMENTS DISCUSSION AND ANALYS

25、IS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 63BUSINESS 78MANAGEMENT 101CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 105SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 108DESCRIPTION OF CAPITAL STOCK 110SHARES ELIGIBLE FOR FUTURE SALE 116CERTAIN MARSHALL ISLANDS COMPANY

26、 CONSIDERATIONS 117TAX CONSIDERATIONS 121PLAN OF DISTRIBUTION(CONFLICT OF INTEREST)129SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES 131EXPENSES 132LEGAL MATTERS 132EXPERTS 132WHERE YOU CAN FIND ADDITIONAL INFORMATION 133INDEX TO FINANCIAL STATEMENTS F-1 2025/6/10 09:37F-1https:/www.sec.gov

27、/Archives/edgar/data/2029471/000095017025083438/hmr-20250609.htm3/202Table of Contents iiABOUT THIS PROSPECTUSThis prospectus is part of a registration statement on Form F-1 filed with the SEC by Heidmar Maritime Holdings Corp.The Selling Securityholder named in this prospectus may,from time to time

28、,sell the securities described in this prospectus in one or more offerings.This prospectus includes important information about us,the Common Shares,and other information you should know before investing.We may in the future prepare a supplement to this prospectus.Any prospectus supplement may also

29、add,update,or change information in this prospectus.If there is any inconsistency between the information contained in this prospectus and any prospectus supplement,you should rely on the information contained in the prospectus supplement.This prospectus does not contain all of the information provi

30、ded in the registration statement that we filed with the SEC.You should read this prospectus together with the additional information about us described in the section below entitled“Where You Can Find More Information.”You should rely only on information contained in this prospectus.We have not,and

31、 the Selling Securityholder has not,authorized anyone to provide you with information different from that contained in this prospectus.The information contained in this prospectus is accurate only as of the date on the front cover of the prospectus.You should not assume that the information containe

32、d in this prospectus is accurate as of any other date.The Selling Securityholder may offer and sell the securities through agents or to or through underwriters or dealers.A prospectus supplement,if required,may describe the terms of the plan of distribution and set forth the names of any agents,unde

33、rwriters or dealers involved in the sale of securities.See“Plan of Distribution(Conflict of Interest).”Our fiscal year ends on December 31 of each calendar year.Accordingly,unless otherwise indicated,references to a particular“year”or“fiscal year”are to the full 12-month period ended on December 31

34、of that year.Unless otherwise specified,all monetary amounts in this prospectus are in U.S.dollars,all references to“$,”“US$,”“USD”and“dollars”mean U.S.dollars.Any discrepancies in any table between totals and sums of the amounts listed are due to rounding.Certain amounts and percentages have been r

35、ounded;consequently,certain figures may add up to be more or less than the total amount and certain percentages may add up to be more or less than 100%.In particular and without limitation,amounts expressed in millions contained in this prospectus have been rounded up or down to a single decimal pla

36、ce for the convenience of readers.Throughout this prospectus,unless otherwise designated,the terms“we,”“us,”“our,”“Heidmar,”the“Company”and our“company”refer to Heidmar Maritime Holdings Corp.together with its subsidiaries.MARKET AND INDUSTRY DATAThis prospectus contains estimates,projections,and ot

37、her information concerning our industry and business,as well as data regarding market research,estimates,and forecasts prepared by our management.Information that is based on estimates,forecasts,projections,market research,or similar methodologies is inherently subject to uncertainties,and actual ev

38、ents or circumstances may differ materially from events and circumstances that are assumed in this information.Our business and the industry in which we operate are subject to a high degree of uncertainty and risk due to a variety of factors,including those described in the section titled“Risk Facto

39、rs.”Unless otherwise expressly stated,we obtained industry,business,market,and other data from reports,research surveys,studies,and similar data prepared by market research firms and other third parties,industry and general publications,government data,and similar sources.In some cases,we do not exp

40、ressly refer to the sources from which this data is derived.In that regard,when we refer to one or more sources of this type of data in any paragraph,you should assume that other data of this type appearing in the same paragraph is derived from sources that we paid for,sponsored,or conducted,unless

41、otherwise expressly stated or the context otherwise requires.While we have compiled,extracted,and reproduced industry data from these sources,we have not independently verified the data.Forecasts and other forward-looking information with respect to industry,business,market,and other data are subjec

42、t to the same qualifications and additional uncertainties regarding the other forward-looking statements in this prospectus.See“Cautionary Note Regarding Forward-Looking Statements.”2025/6/10 09:37F-1https:/www.sec.gov/Archives/edgar/data/2029471/000095017025083438/hmr-20250609.htm4/202Table of Cont

43、ents iiiTRADEMARKS AND TRADE NAMESWe own or have rights to various trademarks,service marks and trade names that we use in connection with the operation of our business.This prospectus also contains trademarks,service marks and trade names of third parties,which are the property of their respective

44、owners.The use or display of third parties trademarks,service marks,trade names or products in this prospectus is not intended to create,and does not imply,a relationship with us,or an endorsement or sponsorship by or of us.Solely for convenience,the trademarks,service marks and trade names referred

45、 to in this prospectus may appear with the,or symbols,but any lack of such references is not intended to indicate,in any way,that we will not assert,to the fullest extent under applicable law,our rights or the right of the applicable licensor to these trademarks,service marks and trade names.PRESENT

46、ATION OF FINANCIAL INFORMATIONThis prospectus contains the audited consolidated financial statements of Heidmar Inc.as of December 31,2024 and 2023 and for each of three years in the period ended December 31,2024.,as well as the audited consolidated financial statements of Heidmar Maritime Holdings

47、Corp.for the period from May 7,2024(inception date)to December 31,2024.Unless indicated otherwise,financial data presented in this prospectus has been taken from these audited consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States(

48、“U.S.GAAP”).2025/6/10 09:37F-1https:/www.sec.gov/Archives/edgar/data/2029471/000095017025083438/hmr-20250609.htm5/202Table of Contents 1PROSPECTUS SUMMARYThis section summarizes material information that appears later in this prospectus and is qualified in its entirety by the more detailed informati

49、on and financial statements included elsewhere herein.This summary may not contain all of the information that may be important to you.As an investor or prospective investor,you should carefully review the entire prospectus,including the risk factors and the more detailed information that appears la

50、ter in this prospectus before you consider making an investment in our securities.Unless otherwise indicated,references in this prospectus to“Heidmar”,“we”,“our”,“us”and the“Company”refer to Heidmar Maritime Holdings Corp.and its subsidiaries collectively.References to“Heidmar Maritime”refer to Heid

51、mar Maritime Holdings Corp.only and not its subsidiaries.Unless otherwise indicated,references to“U.S.dollars,”“dollars,”“USD”and“$”in this prospectus are to the lawful currency of the United States of America.We use the term“deadweight tons”,or“dwt”,expressed in metric tons,each of which is equival

52、ent to 1,000 kilograms,in describing the size of vessels.Our CompanyWe are a global commercial and technical management company that operates tanker and dry-bulk vessel pools,incorporated under the laws of the Republic of the Marshall Islands and headquartered in Greece.We operate,through our subsid

53、iaries,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 that we commercially managed shipped 29.9 million tons of crude oil and 3.7 million tons of refined petroleum products.We have

54、also recently expanded our 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 establis

55、hed 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 wit

56、h 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 ope

57、rates 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 busines

58、s.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.

59、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 ves

60、sels 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 managed a fleet of 39 vessels

61、,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 VLC

62、Cs 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

63、 vessels are mainly chartered to transport crude oil and its related refined petroleum products and drybulk cargo.2025/6/10 09:37F-1https:/www.sec.gov/Archives/edgar/data/2029471/000095017025083438/hmr-20250609.htm6/202Table of Contents 2We are committed to providing quality transportation and comme

64、rcial 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.Recent DevelopmentsWe have expanded our service offering to include commercial management services fo

65、r the offshore sector.We have signed a charter agreement with the platform supply vessels(PSV)registered owners to lease the PSV for five years with a three one-year extension options.We were awarded a contract on February 7,2025 to provide a PSV and crew for supply tours in the North Sea.The contra

66、ct is for five years and has three one-year extension options.We took delivery of the PSV on April 15,2025.The Business CombinationOn June 18,2024,we entered into a business combination agreement(as amended on December 17,2024 and January 31,2025,the“Business Combination Agreement”)with Heidmar Inc.

67、,MGO,HMR Merger Sub Inc.(“Merger Sub”),Rhea Marine Ltd.(“Rhea”)and Maistros Shipinvest Corp.(“Maistros”and,together with Rhea,our“Reference Shareholders”).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 whol

68、ly 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,we issued to(a)the stockholders of M

69、GO an aggregate of 3,212,365 of our Common Shares,par value$0.001 per share(“common shares”),(b)MGOs financial advisor 1,413,462 common shares and(c)the Reference Shareholders an aggregate of 52,476,758 common shares(the foregoing,together with the other transactions contemplated by the Business Com

70、bination Agreement,is referred to herein as the“Business Combination”).Upon the closing of the Business Combination,our common shares began trading on the Nasdaq Capital Market on February 20,2025.In connection with the consummation of the Business Combination,we entered into lock-up agreements,a sh

71、areholders agreement and a registration rights agreement with our Reference Shareholders.For more information,please see“Item 7.Major Shareholders and Related Party Transactions B.Related Party Transactions.”Copies of these agreements and the Business Combination Agreement are filed as exhibits to t

72、he registration statement of which this prospectus forms a part.Committed Equity FacilityAgreementsOn 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(“B

73、RPC 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

74、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

75、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 p

76、urchase 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

77、 conditions are satisfied is the“Commencement Date”.2025/6/10 09:37F-1https:/www.sec.gov/Archives/edgar/data/2029471/000095017025083438/hmr-20250609.htm7/202Table of Contents 3PurchasesBeginning on the Commencement Date,and for 36 months thereafter,we will have the right,but not the obligation,from

78、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 exce

79、ed 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

80、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 trad

81、ing 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

82、 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

83、 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

84、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 a

85、mount 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 di

86、scontinue 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

87、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 cal

88、culating 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 follo

89、wing 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

90、 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

91、 Purchase Valuation Period at a price per share that is less than the applicable Minimum Price Threshold for such Purchase.Intraday PurchasesIn addition to the regular Purchases described above,after the Commencement,we will also have the right,but not the obligation,subject to the continued satisfa

92、ction 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

93、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 P

94、eriod.”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 Purch

95、ase Agreement.2025/6/10 09:37F-1https:/www.sec.gov/Archives/edgar/data/2029471/000095017025083438/hmr-20250609.htm8/202Table of Contents 4We 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

96、.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,

97、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 Intrada

98、y 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 b

99、e 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

100、 at different times on that Purchase Date.Other TermsThe 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

101、,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 stoc

102、k 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.

103、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 determ

104、inations 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 proc

105、eeds 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

106、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,penalti

107、es 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 so

108、le 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

109、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

110、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 afte

111、r 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 as

112、signment for the benefit of creditors.2025/6/10 09:37F-1https:/www.sec.gov/Archives/edgar/data/2029471/000095017025083438/hmr-20250609.htm9/202Table of Contents 5We have the right to terminate the Purchase Agreement at any time after Commencement,at no cost or penalty,upon 10 trading days prior writ

113、ten 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 t

114、he 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 co

115、nsideration for BRPC IIs 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 a

116、greed to reimburse BRPC II for the reasonable legal fees and disbursements of BRPC IIs 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 Purchas

117、e 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 fi

118、led as exhibits to the registration statement that includes this prospectus and are available electronically on the SECs 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 un

119、der 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

120、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 th

121、e 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 r

122、esale 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 e

123、ach 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

124、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

125、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

126、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 StatusImplications of Being a Foreign Private Issue

127、rWe 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 hav

128、e 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.2025/6/10 09:37F-1https:/www.sec.gov/Archives/edgar/data/2029471/000095017025083438/hmr-20250609.htm10/202Table of Contents 6Our directors,officers and A

129、ffiliates(“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 arent subject to“short swing”profit lia

130、bility 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 do

131、mestic 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 bas

132、is 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

133、 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 att

134、ractive to some investors or otherwise harm our share price.Implications of Being an Emerging Growth CompanyWe 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 report

135、ing and other burdens that are otherwise applicable generally to public companies.These provisions include:exemption from the auditor attestation requirement in the assessment of the emerging growth companys internal controls over financial reporting under Section 404(b)of the Sarbanes-Oxley Act of

136、2002,or Sarbanes-Oxley;exemption from new or revised financial accounting standards applicable to public companies until such standards are also applicable to private companies;andexemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board,or the PCAO

137、B,requiring mandatory audit firm rotation or a supplement to the auditors 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 anniversar

138、y 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

139、 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 adv

140、antage 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 acc

141、ounting 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.I

142、mplications of Being a Controlled CompanyOur 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

143、the voting power for the election of directors is held by an 2025/6/10 09:37F-1https:/www.sec.gov/Archives/edgar/data/2029471/000095017025083438/hmr-20250609.htm11/202Table of Contents 7individual,group or another company is a“controlled company”and may elect not to comply with certain corporate gov

144、ernance requirements,including:the requirement that a majority of our board of directors consists of“independent directors”as defined under the rules of Nasdaq;the requirement that our board of directors form a compensation committee composed of at least two independent directors with a written char

145、ter addressing the committees responsibilities;and the requirement that nominees of our board of directors be selected by either(a)independent directors constituting a majority of our boards independent directors or(b)a nominations committee comprised solely of independent directors.As a foreign pri

146、vate 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 t

147、o all of the corporate governance requirements of Nasdaq.Risk Factor SummaryAn 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

148、 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 ent

149、itled“Risk Factors”in this prospectus for a more thorough description of these and other risks.Risks Related to Our Business and IndustryA failure to meet our customers quality and compliance standards could harm our profitability.A failure by our charterers and pool members to provide vessels may h

150、arm our financial performance.We may not recruit the employees necessary for us to expand our fleet.Vessels may be withdrawn from our pools.A failure to effectively manage vessel operating costs could harm our reputation and finances.A failure to maintain high utilization of our vessels,would harm o

151、ur reputation and results of operations.A change in tanker ownership or technical management could cause a vessel to lose customer approvals.High fuel prices or limited fuel availability may adversely affect our net income.A failure to effectively compete with new entrants and established companies

152、in seaborne transportation.Our future or current counterparties could fail to meet their obligations to us.Restrictive covenants in debt agreements may limit our financial flexibility.Adverse effects from decreases in spot market rates and from missing improvements in charter rates while our boats a

153、re on charter.The cyclicality and volatility of charter hire rates for both dry bulk and tanker vessels.We depend upon a few customers,and the loss of one or more of them could adversely affect us.Litigation not resolved in our favor and not sufficiently insured against could harm our financial cond

154、ition.Exchange rate fluctuations could adversely affect our results of operations.2025/6/10 09:37F-1https:/www.sec.gov/Archives/edgar/data/2029471/000095017025083438/hmr-20250609.htm12/202Table of Contents 8An inability to retain key personnel,including management,could adversely affect us.Oversuppl

155、y of vessel capacity could lead to a reduction in charter rates,vessel values,and our profitability.Decreases in the shipments of crude oil may adversely affect our financial performance.Shifts in consumer demand from oil or changes in trade patterns for oil could adversely affect us.Operational ris

156、ks unique to dry bulk and tanker vessels could adversely affect our business and reputation.An increase in trade protectionism could harm our business.Our business has inherent operational risks,which may not be adequately covered by insurance.Risks of international operations,such as political inst

157、ability,terrorist or other attacks,piracy,war,international hostilities,economic sanctions and global public health concerns.Seasonal fluctuations could adversely affect our financial condition.Inability to manage our growth properly,which could increase our expenses.Disruptions to the nature of shi

158、pbroking,which is largely transacted via personal relationships.Safety,environmental,governmental and other requirements expose us to liability and cost increases.Increased scrutiny of environmental,social,and governance policies,could increase our costs.Climate change and greenhouse gas restriction

159、s could adversely impact operations.Increased inspection procedures,tighter controls,and security standards could increase our costs.Security breaches or failures of our information systems could harm our business.Macroeconomic conditions could adversely affect our business.Risks Related to Our Stat

160、us as a Public CompanyWe may not be able to maintain compliance with Nasdaqs continued listing standards.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.We are exempt from certain of N

161、asdaqs corporate governance requirements because we are a“controlled company.”We are permitted to follow“home country”governance practices rather than those of Nasdaq.If we lose our status as a“foreign private issuer”we could face increased costs.Failure to timely and effectively implement requireme

162、nts of Section 404(a)of the Sarbanes-Oxley Act could have a material adverse effect on our business.Risks Related to Our Common SharesThe majority of our shares are held by two shareholders,and their interests may conflict with yours.Future sales of our common shares and the future exercise of regis

163、tration rights may cause the market price of our common shares to drop.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.We might not be able to maintain an active trading mark

164、et for our shares.We are a holding company that depends on the ability of our subsidiaries to distribute funds to us.2025/6/10 09:37F-1https:/www.sec.gov/Archives/edgar/data/2029471/000095017025083438/hmr-20250609.htm13/202Table of Contents 9Our ability to pay dividends may be limited in certain ins

165、tances.Our investors may suffer adverse tax consequences in connection with the acquisition,ownership,and disposal of our common shares.The number of issued shares may fluctuate substantially leading to adverse tax consequences for holders.A lack of research reports on our business could affect the

166、price and volume of our common shares.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 TaxationWe may not be treated as a non-U.S.corporation or a surrog

167、ate foreign corporation for tax purposes.We could be treated as a passive foreign investment company,leading to adverse tax consequences for our shareholders.Our status as a controlled foreign corporation could result in adverse tax consequences for shareholders.If we become subject to U.S.federal i

168、ncome tax on U.S.source income,our earnings may be reduced.Risks Related to Our Incorporation in the Marshall IslandsOur shareholders may be limited in their ability to protect their interests because the Marshall Islands has a less well-developed body of law.We may become subject to economic substa

169、nce requirements.Forum selection provisions in our articles of incorporation could limit our shareholders ability to obtain a favorable judicial forum for disputes.Investors may not be able to serve process on or enforce U.S.judgements against us.Corporate InformationHeidmar Maritime Holdings Corp.i

170、s 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:/.The information contained on or accessible through our w

171、ebsite is not incorporated by reference into this prospectus.2025/6/10 09:37F-1https:/www.sec.gov/Archives/edgar/data/2029471/000095017025083438/hmr-20250609.htm14/202Table of Contents 10THE OFFERING Issuer Heidmar Maritime Holdings Corp.,a Marshall Islands corporation.Common Shares Currently Outsta

172、nding 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 Proceed

173、s 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 Com

174、mon 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

175、$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 p

176、rospectus 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 Securit

177、ies,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.

178、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 independ

179、ent 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 FI

180、NRA member(“QIU”),to be the qualified independent underwriter in this offering and,in 2025/6/10 09:37F-1https:/www.sec.gov/Archives/edgar/data/2029471/000095017025083438/hmr-20250609.htm15/202Table of Contents 11 such capacity,participate in the preparation of the registration statement that include

181、s 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 t

182、he 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 whic

183、h 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“Ris

184、k Factors”beginning on page 12 before you make an investment in our common shares.2025/6/10 09:37F-1https:/www.sec.gov/Archives/edgar/data/2029471/000095017025083438/hmr-20250609.htm16/202Table of Contents 12RISK FACTORSThe risk factors below provide certain information regarding risks and uncertain

185、ties 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 Comp

186、anys business operations.If any of these risks actually occur,the Companys business,financial condition and results of operations could suffer.As a result,the trading price of the Companys common shares could decline,perhaps significantly,and you could lose all or part of your investment.The risks d

187、iscussed below(or incorporated by reference herein)also include forward-looking statements and the Companys 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 Busin

188、ess and IndustryIf 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 s

189、hipping 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

190、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 constituent

191、s 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 abo

192、ve 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 w

193、ith 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 pa

194、rties 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 com

195、panies 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 effe

196、ctively satisfy our requirements could also be impacted by a charterers 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

197、 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

198、 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 perform

199、ance 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

200、 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.2025/6/10 09:37F-1https:/www.sec.gov/Archives/edgar/data/

201、2029471/000095017025083438/hmr-20250609.htm17/202Table of Contents 13The 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 co

202、mmercial 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 con

203、tinue 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 t

204、o 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 o

205、f 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 asp

206、ects 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 b

207、e 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 o

208、ur 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 com

209、missions 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 it

210、s 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,i

211、t 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 comme

212、rcial 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 vessels ownership or technica

213、l 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 confli

214、cts 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 signif

215、icant,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

216、 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,particular

217、ly 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 Organi

218、zation 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 2025/6/10 09:37F-1https:/www.sec.gov/Archives/edgar/data/2029471/000095017025083438/hmr-20250609.htm1

219、8/202Table of Contents 14and 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 transportatio

220、n,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 o

221、f 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 operat

222、e 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 v

223、essel 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 t

224、he 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 custom

225、ers 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

226、 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 u

227、s.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

228、 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:the size,age,fuel efficie

229、ncy,emissions levels,and condition of a vessel;the operators industry relationships,experience and reputation for customer service,quality operations and safety;the quality,experience and technical capability of the crew;the experience of the crew with the operator and type of vessel;the operators r

230、elationships with shipyards and the ability to get suitable berths;the operators construction management experience,including the ability to obtain on-time delivery of new vessels according to customer specifications;andthe operators willingness to accept operational risks pursuant to the charter,su

231、ch 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:the location of the vessel;andcompetitiveness of the bid in terms of overall price.Vessels operating in the Pools operate in a highly compet

232、itive 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 gre

233、ater resources may have larger fleets,or could operate larger fleets through 2025/6/10 09:37F-1https:/www.sec.gov/Archives/edgar/data/2029471/000095017025083438/hmr-20250609.htm19/202Table of Contents 15consolidations,acquisitions,newbuildings or pooling of their vessels with other companies,and,the

234、refore,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

235、 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,financ

236、ial 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,includi

237、ng 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

238、 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 variou

239、s 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 mar

240、ket 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 obligation

241、s 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

242、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 Hei

243、dmar 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 counterpartie

244、s,a prolonged period of difficult industry conditions could lead to changes in a counterpartys 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 iss

245、ues 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 opera

246、tions.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,acquisit

247、ions,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

248、 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 o

249、f 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

250、 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 ext

251、ent 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 2025/6/1

252、0 09:37F-1https:/www.sec.gov/Archives/edgar/data/2029471/000095017025083438/hmr-20250609.htm20/202Table of Contents 16required 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 accelera

253、te 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 ves

254、sels 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 signific

255、ant 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 ch

256、arters,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 cargo

257、es.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

258、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

259、 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

260、 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

261、 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 rev

262、enues 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 c

263、ycle,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 chart

264、er 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 a

265、ble 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.G

266、ulf 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 o

267、f and demand for oil and oil products.Because the Company earns a commission on each managed vessels 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 financ

268、ial condition.2025/6/10 09:37F-1https:/www.sec.gov/Archives/edgar/data/2029471/000095017025083438/hmr-20250609.htm21/202Table of Contents 17A 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 obligat

269、ions 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-

270、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

271、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 dep

272、end 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

273、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 thei

274、r 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.D

275、uring 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 result

276、s 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 plac

277、ed 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

278、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

279、 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 in

280、jury 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.In

281、surance 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

282、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

283、such currencies,our business,results of operations,cash flows,financial condition and ability to pay dividends could be adversely affected.2025/6/10 09:37F-1https:/www.sec.gov/Archives/edgar/data/2029471/000095017025083438/hmr-20250609.htm22/202Table of Contents 18Our directors and officers may in t

284、he 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 t

285、hat 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 mig

286、ht 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 a

287、nd 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 M

288、ichalopoulou.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

289、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

290、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 pro

291、fitability.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

292、,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 ava

293、ilable 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 d

294、ecrease 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 worlds industria

295、l 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:increased crude oil

296、 production from other areas;increased refining capacity in the Arabian Gulf or West Africa;increased use of existing and future crude oil pipelines in the Arabian Gulf or West Africa;a decision by oil-producing nations to increase their crude oil prices or to further decrease or limit their crude o

297、il production;armed conflict between Ukraine and Russia and related sanctions;expansion of other sanctions programs maintained by the United States or other jurisdictions;armed conflict in the Arabian Gulf and West Africa and political or other factors;andthe development,availability and the costs o

298、f nuclear power,natural gas,coal and other alternative sources of energy.2025/6/10 09:37F-1https:/www.sec.gov/Archives/edgar/data/2029471/000095017025083438/hmr-20250609.htm23/202Table of Contents 19With crude oil as a particularly sensitive commodity in international trade and of first-rate signifi

299、cance 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

300、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 cha

301、nges 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 a

302、nd 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 g

303、as,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,ca

304、sh 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,

305、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 pr

306、ograms,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 differential

307、s 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 fi

308、nancial 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 ava

309、ilable.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 b

310、e 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 politi

311、cal 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

312、,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

313、 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

314、 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.2025

315、/6/10 09:37F-1https:/www.sec.gov/Archives/edgar/data/2029471/000095017025083438/hmr-20250609.htm24/202Table of Contents 20Our business could be harmed by an increase in trade protectionism,the unravelling of multilateral trade agreements or a decrease in the level of Chinas export of goods and impor

316、t 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,ad

317、versely 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 countri

318、es,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 unce

319、rtain,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 i

320、n 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

321、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)

322、,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 vessel

323、s 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 o

324、r 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

325、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,

326、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 financ

327、ial 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 we

328、ll 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

329、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 circumst

330、ances 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 coun

331、terparties,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

332、 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 h

333、ave 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.2025/6/10 09:37F-1https:/www.sec.gov/Archives/edgar/data/2029471/000095017025083438/hmr-20250609.htm25/202Table of Contents 21Fur