Amendment: SEC Form SCHEDULE 13D/A filed by Heidmar Maritime Holdings Corp.
$HMR
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)
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Heidmar Maritime Holdings Corp. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
Y3130D101 (CUSIP Number) |
Mr. Pankaj Khanna 89 Akti Miaouli, Piraeus, J3, 18538 30-216-002-4900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/17/2025 (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. | Y3130D101 |
| 1 |
Name of reporting person
Rhea Marine Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 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)
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| 6 | Citizenship or place of organization
MARSHALL ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
26,238,379.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
44.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
*The reported number of shares beneficially owned by the Reporting Person exclude shares that the Reporting Person may be deemed to beneficially own due to its membership in a group but does not directly own. See Item 5(a).
**The reported percentage is based on 58,396,233 common shares of the Issuer outstanding pursuant to disclosure in a Form 6-K filed by the Issuer on November 12, 2025.
SCHEDULE 13D
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| CUSIP No. | Y3130D101 |
| 1 |
Name of reporting person
Pankaj Khanna | ||||||||
| 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
INDIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
26,302,613.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
45 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
*The reported number of shares beneficially owned by the Reporting Person exclude shares that the Reporting Person may be deemed to beneficially own due to its membership in a group but does not directly own. See Item 5(a).
**The reported percentage is based on 58,396,233 common shares of the Issuer outstanding pursuant to disclosure in a Form 6-K filed by the Issuer on November 12, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Heidmar Maritime Holdings Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
AKTI MIAOULI 89, PIRAEUS,
GREECE
, 18538. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D relates to common shares, par value $0.001 per share ("Common Shares"), of Heidmar Maritime Holdings Corp., a company incorporated in the Marshall Islands (the "Issuer") and amends and supplements the initial statement on Schedule 13D filed on February 26, 2025 (collectively, the "Schedule 13D"). Except as otherwise specified in Amendment No. 1, all items in the original Schedule 13D are unchanged. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the original Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated as follows.
According to a Form 6-K filed by the Issuer on November 12, 2025, the Issuer had 58,396,233 Common Shares outstanding on that date. Based on the foregoing, as of the date of this filing the Reporting Persons may be deemed the beneficial owners of 26,302,613 Common Shares, representing approximately 45.0% of the Issuer's outstanding Shares.
The terms of the Shareholders Agreement may cause Rhea and Maistros to be deemed to have formed a Section 13(d) group with respect to their beneficial ownership of Common Shares. In that case, the group would be deemed to beneficially own an aggregate of 52,476,758 Common Shares for the purpose of Rule 13d-3 under the Securities Exchange Act of 1934, as amended. This would constitute approximately 89.9% of both the issued and outstanding Common Shares and total voting power of the Issuer as of November 17, 2025. The Reporting Persons disclaim that they have or share voting or investment power with respect to the entirety of that number of Common Shares. The information included in Item 4 is incorporated herein by reference. | |
| (b) | As of the date of this filing the Reporting Persons may be deemed to have the shared power to vote and dispose of 26,302,613 Common Shares. These include 64,234 Common Shares held directly by Mr. Khanna and 26,238,379 shares held directly by Rhea. Mr. Khanna was awarded 8,334 Common Shares as part of the Company's equity incentive program and purchased 55,900 Common Shares on the open market at an average price of $1.30 per share. | |
| (c) | To the best of the Reporting Persons' knowledge, there are no transactions in the Shares effected by the Reporting Persons during the past 60 days and not previously reported in this Schedule 13D. | |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Shares beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| 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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