Amendment: SEC Form SCHEDULE 13D/A filed by Costamare Bulkers Holdings Limited
$CMDB
Marine Transportation
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
Costamare Bulkers Holdings Ltd (Name of Issuer) |
Common Stock, $0.0001 Par Value (Title of Class of Securities) |
Y2001C101 (CUSIP Number) |
Konstantinos Konstantakopoulos c/o Costamare Shipping Company S.A., 60 Zephyrou Street and Syngrou Avenue Athens, J3, 17564 30(210)9490050 Copy to: D. Scott Bennett, Esq Cravath, Swaine & Moore LLP, Two Manhattan West, 375 Ninth Avenue New York, NY, 10001 212-474-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/26/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | Y2001C101 |
| 1 |
Name of reporting person
Konstantakopoulos Konstantinos | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GREECE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,203,559.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
29.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to 11: As of the date hereof, Konstantinos Konstantakopoulos owns 7,203,559 shares. This number also includes (1) 2,985,999 shares owned by Kent Maritime Investments S.A., 846 shares owned by Costamare Shipping Company S.A. and 712,413 shares owned by Longshaw Maritime Investments S.A. and (2) half of the shares (709,608 shares) owned by Costamare Shipping Services Ltd.
Note to 13: The percent ownership is calculated based upon an aggregate of 24,240,982 shares outstanding.
SCHEDULE 13D
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| CUSIP No. | Y2001C101 |
| 1 |
Name of reporting person
Kent Maritime Investments S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARSHALL ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,985,999.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to 11: Kent Maritime Investments S.A. is controlled by Konstantinos Konstantakopoulos, resulting in his indirect ownership of all 2,985,999 shares of common stock of the Issuer.
Note to 13: The percent ownership is calculated based upon an aggregate of 24,240,982 shares outstanding.
SCHEDULE 13D
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| CUSIP No. | Y2001C101 |
| 1 |
Name of reporting person
COSTAMARE SHIPPING Co S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
PANAMA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
846.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to 11: Costamare Shipping Company S.A. is controlled by Konstantinos Konstantakopoulos, resulting in his indirect ownership of all 846 shares of common stock of the Issuer.
Note to 13: The percent ownership is calculated based upon an aggregate of 24,240,982 shares outstanding.
SCHEDULE 13D
|
| CUSIP No. | Y2001C101 |
| 1 |
Name of reporting person
Longshaw Maritime Investments S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARSHALL ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
712,413.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to 11: Longshaw Maritime Investments S.A. is controlled by Konstantinos Konstantakopoulos, resulting in his indirect ownership of all 712,413 shares of the common stock of the Issuer.
Note to 13: The percent ownership is calculated based upon an aggregate of 24,240,982 shares outstanding.
SCHEDULE 13D
|
| CUSIP No. | Y2001C101 |
| 1 |
Name of reporting person
Costamare Shipping Services Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARSHALL ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
709,608.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to 11: Konstantinos Konstantakopoulos owns 50% of the outstanding equity of Costamare Shipping Services Ltd., resulting in his indirect ownership of half of the stock (709,608 shares) owned by Costamare Shipping Services Ltd.
Note to 13: The percent ownership is calculated based upon an aggregate of 24,240,982 shares outstanding.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 Par Value | |
| (b) | Name of Issuer:
Costamare Bulkers Holdings Ltd | |
| (c) | Address of Issuer's Principal Executive Offices:
7 Rue du Gabian, Monaco,
MONACO
, 98000. | |
Item 1 Comment:
This Amendment No. 1 (this "Amendment") amends and restates certain portions of the Schedule 13D filed by Konstantinos Konstantakopoulos, Kent Maritime Investments S.A., Costamare Shipping Company S.A., Longshaw Maritime Investments S.A. and Costamare Shipping Services Ltd. dated May 6, 2025 (the "Original 13D"), relating to shares of common stock, par value $0.0001 per share (the "Shares") of Costamare Bulkers Holdings Limited (the "Issuer"), whose principal business office is located at 7 Rue du Gabian, MC 98000 Monaco.
Except as set forth below, all Items in the Original 13D remain unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Original 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See Items 11 and 13 on the cover pages to this Schedule 13D/A for the aggregate number and percentage of the class of securities identified pursuant to Item 1 owned by each Reporting Person. | |
| (b) | Number of Shares as to which each Reporting Person has:
i. Sole power to vote or to direct the vote: See item 7 on cover pages to this Schedule 13D/A.
ii. Shared power to vote or to direct the vote: See item 8 on cover pages to this Schedule 13D/A.
iii. Sole power to dispose or direct the disposition: See item 9 on cover pages to this Schedule 13D/A.
iv. Shared power to dispose or direct the disposition: See item 10 on cover pages to this Schedule 13D/A. | |
| (c) | The information provided in Item 3 of the Original 13D is hereby incorporated by reference herein and supplemented for the past 60 days by the information set forth in Exhibit 99.1 to this Amendment, which is incorporated herein by reference. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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