SEC Form 20-F filed by Euroholdings Ltd.

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	Date of event requiring this shell company report   For the transition period from                                  to

Commission file number 001-42465

EUROHOLDINGS LTD.

(Exact name of Registrant as specified in its charter)

Not applicable

(Translation of Registrant’s name into English)

Republic of the Marshall Islands

(Jurisdiction of incorporation or organization)

4 Messogiou & Evropis Street, 151 24 Maroussi Greece

(Address of principal executive offices)

Stephania Karmiri, Tel: +30-211-180-4005, [email protected], Euroholdings Ltd. c/o Stephania Karmiri, 4, Messogiou & Evropis Street, Maroussi, 15124, Greece

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares, $0.01 par value including the Preferred Stock Purchase Rights	EHLD	Nasdaq Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report
	Not applicable

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.

☐ Yes ☒ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

☐ Yes ☒ No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☐ Yes ☒ No

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☐
		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 extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.     ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☒   U.S. GAAP

☐   International Financial Reporting Standards as issued by the International Accounting Standards Board.

☐   Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

☐ Yes ☐ No

			Page
Forward-Looking Statements			1
Part I
	Item 1.	Identity of Directors, Senior Management and Advisers	3
	Item 2.	Offer Statistics and Expected Timetable	3
	Item 3.	Key Information	3
	Item 4.	Information on the Company	44
	Item 4A.	Unresolved Staff Comments	63
	Item 5.	Operating and Financial Review and Prospects	63
	Item 6.	Directors, Senior Management and Employees	77
	Item 7.	Major Shareholders and Related Party Transactions	83
	Item 8.	Financial Information	87
	Item 9.	The Offer and Listing	88
	Item 10.	Additional Information	88
	Item 11.	Quantitative and Qualitative Disclosures About Market Risk	99
	Item 12.	Description of Securities Other than Equity Securities	99
Part II
	Item 13.	Defaults, Dividend Arrearages and Delinquencies	99
	Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	99
	Item 15.	Controls and Procedures	100
	Item 16.	[Reserved]
	Item 16A.	Audit Committee Financial Expert	101
	Item 16B.	Code of Ethics	101
	Item 16C.	Principal Accountant Fees and Services	101
	Item 16D.	Exemptions from the Listing Standards for Audit Committees	102
	Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	102
	Item 16F.	Change in Registrant’s Certifying Accountant	102
	Item 16G.	Corporate Governance	102
	Item 16H.	Mine Safety Disclosure	102
	Item 16I.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	102
	Item 16J.	Insider Trading Policies	102
	Item 16K.	Cybersecurity	103
Part III
	Item 17.	Financial Statements	105
	Item 18.	Financial Statements	105
	Item 19.	Exhibits	105

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our future operating or financial results;

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future, pending or recent acquisitions, joint ventures, business strategy, areas of possible expansion, and expected capital spending or operating expenses;

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container shipping industry trends, including charter rates and factors affecting vessel supply and demand;

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fluctuations in our stock price as a result of volatility in securities markets;

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

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our financial condition and liquidity, including our ability to obtain additional financing in the future to fund capital expenditures, acquisitions and other general corporate activities;

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fluctuations in currencies, interest rates and foreign exchange rates;

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availability of crew, number of off-hire days, drydocking requirements and insurance costs;

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our expectations about the availability of vessels to purchase or the useful lives of our vessels;

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our expectations relating to dividend payments and our ability to make such payments;

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our ability to leverage to our advantage the relationships and reputations of Eurobulk Ltd. (“Eurobulk”), our affiliated ship management company or “Manager”, in the container shipping industry;

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changes in seaborne and other transportation patterns;

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changes in governmental rules and regulations or actions taken by regulatory authorities;

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potential liability from future litigation;

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global and regional political conditions;

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General political conditions or events, including “trade wars”, acts of terrorism and other hostilities, including piracy, the war between Russia and Ukraine, the war between Israel and Hamas and the trade disruption in the Red Sea region;

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the severity and duration of natural disasters or public health emergencies on our performance and business prospects; and

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other factors discussed in the section titled “Risk Factors.”

Item 1.

Identity of Directors, Senior Management and Advisers

Item 2.

Offer Statistics and Expected Timetable

Item 3.

Key Information

A.	[Reserved]

B.	Capitalization and Indebtedness

C.	Reasons for the Offer and Use of Proceeds

D.	Risk Factors

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The uncertainties in global and regional demand for chartering containerships;

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The volatile container shipping market and difficulty in finding profitable charters for our vessels;

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Fluctuations in our stock price as a result of volatility in securities markets;

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The impact of global epidemics or pandemics and resulting disruptions to the Company and the international shipping industry could negatively affect our business, results of operations or financial condition;

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Our ability to comply with various financial and collateral covenants in our credit facilities;

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Uncertainties related to the market value of our vessels;

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Uncertainties related to the supply and demand of containership vessels;

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The impact of increasing scrutiny and changing expectations from investors, lenders, charterers and other market participants with respect to our ESG policies;

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Disruption of world trade due to rising protectionism or the breakdown of multilateral trade agreements;

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Disruptions in global financial markets relating to terrorist attacks or geopolitical risk and the recent conflict between Russia and Ukraine, the war between Israel and Hamas and trade disruption in the Red Sea region;

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Uncertainties related to conducting business in China;

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Our dependence on a limited number of customers operating in a consolidating industry;

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Our ability to enter into time charters with existing and new customers, and to re-charter our vessels upon the expiry of existing charters;

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Uncertainties related to our counterparties’ ability to meet their obligations, which could adversely affect our business;

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Our ability to obtain additional debt financing for future acquisitions of vessels or to refinance our existing debt;

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Uncertainties related to availability of new or secondhand vessels to acquire;

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Uncertainties related to the price of fuel, and our reliance on suppliers;

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Our ability to attract and retain qualified, skilled crew at reasonable cost;

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A potential increase in operating costs associated with the aging of our fleet;

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Our ability to leverage to our advantage our Manager’s relationships and reputation within the container shipping industry;

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Our ability to hedge against fluctuations in exchange rates and in the future interest rates

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The expected cost of, and our ability to comply with, governmental regulations and maritime self-regulatory organization standards, as well as requirements imposed by classification societies and standards demanded by our charterers;

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The expected cost of, and our ability to comply with, changing environmental and operational safety laws;

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Potential cyber-attacks which may disrupt our business operations;

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Potential disruption of shipping routes due to accidents, political events, piracy or acts by terrorists and armed conflicts;

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Potential conflicts of interest between us, our principal officers and our Manager;

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Uncertainties related to compliance with sanctions and embargo laws;

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Uncertainties in the interpretation of corporate law in the Marshall Islands;

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Uncertainties over our ability to pay dividends;

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The expected costs associated with complying with public company regulations; and

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The effect of any future issuance of preferred stock on the voting power of our shareholders.

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supply of, and demand for, containerized cargo;

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changes in the production of semi-finished and finished consumer and industrial products, and the resulting changes in the international pattern of trade;

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global and regional economic and political conditions, including trade wars, armed conflicts and terrorist activities, such as the wars between Ukraine and Russia and between Israel and Hamas or trade disruptions in the Red Sea region;

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epidemics and pandemics;

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embargoes or strikes;

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the location of regional and global manufacturing facilities;

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availability of credit to finance international trade;

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the location of consuming regions for semi-finished and finished consumer and industrial products;

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the distance containerized commodities are to be moved by sea;

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environmental and other regulatory developments;

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currency exchange rates;

	●	changes in global production and manufacturing distribution patterns of finished goods that utilize containerized commodities;
	●	sanctions, embargoes, and import and export restrictions, including those arising as a result of the wars between Ukraine and Russia and between Hamas and Israel:

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changes in seaborne and other transportation patterns; and

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weather and other natural phenomena.

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the number of newbuilding orders and deliveries including slippage in deliveries;

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the scrapping rate of older vessels;

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the price of steel and other materials;

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port and canal congestion;

●   ●

changes in environmental and other regulations that may limit the useful life of vessels;   technological advances in vessel design, capacity, propulsion technlology and fuel consumption efficiency;

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the price of fuel;

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vessel casualties;

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the number of vessels that are out of service; and

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changes in global commodity production.

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general economic and market conditions affecting the shipping industry;

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supply of container vessels, including newbuildings;

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demand for container vessels;

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types and sizes of vessels in our fleet;

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scrap values;

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other modes of transportation;

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cost of newbuildings;

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technological advances;

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new regulatory requirements from governments or self-regulated organizations;

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competition from other shipping companies; and

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prevailing level of charter rates.

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the availability of employment for our vessels;

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locating and identifying suitable secondhand vessels;

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obtaining required financing on acceptable terms;

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consummating vessel acquisitions;

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enlarging our customer base;

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hiring additional shore-based employees and seafarers;

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continuing to meet technical and safety performance standards; and

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managing joint ventures or significant acquisitions and integrating the new ships into our fleet.

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fail to realize anticipated benefits, such as new customer relationships, cost-savings or cash flow enhancements;

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be unable to hire, train or retain qualified shore-based and seafaring personnel to manage and operate our growing business and fleet;

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decrease our liquidity by using a significant portion of available cash or borrowing capacity to finance acquisitions;

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significantly increase our interest expense or financial leverage if we incur additional debt to finance acquisitions;

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incur or assume unanticipated liabilities, losses or costs associated with any vessels or businesses acquired; or

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incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.

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incur additional indebtedness;

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create liens on our assets;

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sell capital stock of our subsidiaries;

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make investments;

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engage in mergers or acquisitions;

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pay dividends;

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make capital expenditures;

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change the management of our vessels or terminate or materially amend the management agreement relating to each vessel; and

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sell our vessels.

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marine disaster;

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piracy;

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environmental accidents;

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grounding, fire, explosions and collisions;

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cargo and property losses or damage;

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business interruptions caused by mechanical failure, human error, war, terrorism, political action in various countries, labor strikes, adverse weather conditions, natural disasters or other disasters outside our control, such as any future pandemics and epidemics; and

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work stoppages or other labor problems with crew members serving on our vessels including crew strikes and/or boycotts.

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not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

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not being required to comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

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not being required to submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay,” “say-on-frequency” and “say-on-golden parachutes;” and

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not being required to disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.

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the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

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the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

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the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specific information or current reports on Form 8-K upon the occurrence of specified significant events.

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actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry;

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changes in market valuations or sales or earnings estimates or publication of research reports by analysts;

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changes in earnings estimates or shortfalls in our operating results from levels forecasted by securities analysts;

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speculation in the press or investment community about our business or the shipping industry;

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changes in market valuations of similar companies and stock market price and volume fluctuations generally;

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payment of dividends;

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strategic actions by us or our competitors such as mergers, acquisitions, joint ventures, strategic alliances or restructurings;

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changes in government and other regulatory developments;

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additions or departures of key personnel;

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general market conditions and the state of the securities markets; and

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domestic and international economic, market and currency factors unrelated to our performance.

Item 4.

Information on the Company

A.	History and Development of the Company

B.	Business Overview

Name	Type	Dwt	TEU	Year Built	Employment (*)	TCE Rate ($/day)
Container Carriers
JOANNA (**)	Feeder	22,301	1,732	1999	TC until Mar-26 Then until Sep-26 Then until Nov-26	$19,000 $9,500 $16,500
AEGEAN EXPRESS	Feeder	18,581	1,439	1997	TC until Oct-25	$16,700
Total Container Carriers	2	40,882	3,171

(*)	TC denotes time charter. All dates listed are the earliest redelivery dates under each TC unless noted.

(**)	Period to Nov-2026 is at the option of the charterer.

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reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values;

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news and industry reports of similar vessel sales;

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news and industry reports of sales of vessels that are not similar to our vessels where we have made certain adjustments in an attempt to derive information that can be used as part of our estimates;

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approximate market values for our vessels or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers have generally disseminated;

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offers that we may have received from potential purchasers of our vessels; and

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vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping industry participants and observers.

Name	Capacity	Purchase Date	Carrying Value as of December 31, 2023 (in millions)	Carrying Value as of December 31, 2024 (in millions)
Container Carriers (1)	(teu)
JOANNA	1,732	Jul-2013	$1.83	$2.10
AEGEAN EXPRESS	1,439	Sep-2016	$1.49	$1.49
DIAMANTIS P (2)	2,008	Aug-2019	$2.65	$2.65
Total Container Carriers	5,179		$5.97	$6.24

(1)	As of December 31, 2024 and December 31, 2023, the basic charter-free market value of each vessel was higher than the vessel’s carrying value.

(2)	M/V “Diamantis P” was agreed to be sold on January 10, 2025 and was delivered to her new owners on January 15, 2025 and the Company recognized a gain on sale of approximately $10.2 million.

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Experienced Management Team. Our management team has significant experience in all aspects of commercial, technical, operational and financial areas of our business. Aristides J. Pittas, our Chairman and Chief Executive Officer, holds a dual graduate degree in Naval Architecture and Marine Engineering and Ocean Systems Management from the Massachusetts Institute of Technology. Dr. Anastasios Aslidis, our Chief Strategy Officer, holds a Ph.D. in Ocean Systems Management also from Massachusetts Institute of Technology and has over 30 years of experience in the shipping industry as finance executive and, prior to that, as a partner at a Boston based international consulting firm focusing on investment and risk management in the maritime industry. Mr. Symeon Pariaros, our Chief Administrative Officer, has more than 25 years of experience in shipping in the chartering, finance and investment areas. He holds a Bachelor’s degree in Manufacturing Engineering with Management and Business from Brunel University in London. Ms. Athina Atalioti, our Chief Financial Officer has more than eight years of experience in finance in shipping, real estate and energy sectors and in the structuring and evaluation of transactions. She holds a Master of Science degree in General Structural Engineering from Imperial College in London.

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Cost Efficient Vessel Operations. We believe that because of the efficiencies afforded to us through Eurobulk, the strength of our management team and the quality of our fleet, we are, and will continue to be, a reliable, low cost vessel operator, without compromising our high standards of performance, reliability and safety. Despite the average age of our fleet being approximately 26.7 years on April 30, 2025, our total vessel operating expenses, including management fees and general and administrative expenses but excluding drydocking expenses were $7,414 per day for the year ended December 31, 2024. Our technical and operating expertise allows us to efficiently manage and transport a wide range of cargoes with a flexible trade route profile, which helps reduce ballast time between voyages and minimize off-hire days. Our professional, well-trained masters, officers and onboard crews further help us to control costs and ensure consistent vessel operating performance. We actively manage our fleet and strive to maximize utilization and minimize maintenance expenditures for operational and commercial utilization. For the year ended December 31, 2024, our operational fleet utilization was 99.6%, same as 2023, while our commercial utilization rate was 99.6%, from 97.4% in 2023. Our total fleet utilization rate in 2024 was 99.3% from 94.0% in 2023.

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Strong Relationships with Customers and Financial Institutions. We believe ourselves, Eurobulk and the Pittas family to have developed strong industry relationships and to have gained acceptance with charterers, lenders and insurers because of long-standing reputation for safe and reliable service and financial responsibility through various shipping cycles. Through Eurobulk, we offer reliable service and cargo carrying flexibility that enables us to attract customers and obtain repeat business. We also believe that the established customer base and reputation of ourselves, Eurobulk and the Pittas family help us to secure favorable employment for our vessels with well-known charterers.

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Business Strategy. Our business strategy is focused on providing consistent shareholder returns by carefully timing and structuring acquisitions and sales of elder containerships or other elder vessels and by reliably, safely and competitively operating our vessels through Eurobulk. We continuously evaluate purchase and sale opportunities, as well as employment opportunities for our vessels. We have no current indebtedness, which keeps our cost breakeven level low and enables us to use cash flow that would otherwise be dedicated to debt service for new projects and other purposes.

(i)

injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;

(ii)

injury to, or economic losses resulting from, the destruction of real and personal property;

(iii)

loss of subsistence use of natural resources that are injured, destroyed or lost;

(iv)

net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;

(v)

lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and

(vi)

net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.

Vessel	Next	Type
AEGEAN EXPRESS	September 2025	Intermediate Survey (In water)
JOANNA	October 2027	Intermediate Survey (In water)

C.	Organizational structure

D.	Property, plants and equipment

Item 4A.

Unresolved Staff Comments

Item 5.

Operating and Financial Review and Prospects

	●	obtain the charterer’s consent to us as the new owner;
	●	obtain the charterer’s consent to a new technical manager;
	●	in some cases, obtain the charterer’s consent to a new flag for the vessel;
	●	arrange for a new crew for the vessel, and where the vessel is on charter, in some cases, the crew must be approved by the charterer;
	●	replace all hired equipment on board, such as gas cylinders and communication equipment;
	●	implement a new planned maintenance program for the vessel; and
	●	ensure that the new technical manager obtains new certificates for compliance with the safety and vessel security regulations of the flag state.

	●	employment and operation of our vessels; and
	●	management of the financial, general and administrative elements involved in the conduct of our business and ownership of our vessels.

	●	vessel maintenance and repair;
	●	crew selection and training;
	●	vessel spares and stores supply;
	●	contingency response planning;
	●	onboard safety procedures auditing;
	●	auditing;
	●	vessel insurance arrangement;
	●	vessel chartering;
	●	vessel security training and security response plans (ISPS);
	●	obtaining of ISM certification and audit for each vessel within the six months of taking over a vessel;
	●	vessel hiring management;
	●	vessel surveying; and
	●	vessel performance monitoring.

	●	management of our financial resources, including banking relationships, i.e., administration of bank loans that we may enter into in the future and bank accounts;
	●	management of our accounting system and records and financial reporting;
	●	administration of the legal and regulatory requirements affecting our business and assets; and
	●	management of the relationships with our service providers and customers.

	●	rates and periods of charter hire;
	●	levels of vessel operating expenses;
	●	depreciation expenses;
	●	financing costs; and
	●	fluctuations in foreign exchange rates.

A.	Operating results

		2022				2023				2024
Income Statement Data
Time charter revenue			25,863,714				17,458,102				16,043,730
Voyage charter revenue			-				-				473,055
Commissions			(1,383,464	)			(961,530	)			(876,154	)
Net revenue			24,480,250				16,496,572				15,640,631
Voyage expenses			312,228				253,264				1,010,520
Vessel operating expenses			6,136,353				6,492,939				6,351,471
Dry-docking expenses			1,347,216				888,266				2,616,834
Vessel depreciation			793,571				1,465,858				43,070
Related party management fees			842,718				927,573				971,346
General and administrative expenses			797,544				780,439				817,098
Other operating income			-				(2,271,816	)			-
Operating income			14,250,620				7,960,049				3,830,292
Interest and other financing costs			(234,326	)			(224,874	)			(65,989	)
Foreign exchange gain/(loss)			8,230				(2,681	)			8,940
Net income			14,024,516				7,732,494				3,773,243

Fleet Data (1)		2022				2023				2024
Average number of vessels			3				3				3
Calendar days			1,095				1,095				1,098
Available days			1,044				1,091				1,039
Voyage days			1,015				1,025				1,032
Utilization Rate (percent)			97.2	%			94.0	%			99.3	%
Average TCE rate (3)			25,174				16,785				15,025
Vessel Operating Expenses			5,604				5,930				5,785
Management Fees			770				847				885
G&A Expenses			728				713				744
Total Operating Expenses excluding drydocking expenses (2)			7,102				7,490				7,414
Drydocking expenses			725				811				2,383

		Year Ended December 31,
		2022				2023				2024
(In U.S. dollars, except for voyage days and TCE rates which are expressed in U.S. dollars per day)
Time charter revenue			25,863,714				17,458,102				16,043,730
Voyage charter revenue			-				-				473,055
Voyage Expenses			(312,228	)			(253,264	)			(1,010,520	)
Time Charter Equivalent or TCE Revenues			25,551,486				17,204,838				15,506,265
Voyage days			1,015				1,025				1,032
Average TCE Rate			25,174				16,785				15,025

●

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

●

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

●

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

B.	Liquidity and Capital Resources

C.	Research and development, patents and licenses, etc.

D.	Trend information

E.	Critical Accounting Estimates

●

the effective fleet utilization rate;

●

estimated scrap values;

●

vessel operating costs;

●

future drydocking costs; and

●

probabilities of sale for each vessel.

Item 6.

Directors, Senior Management and Employees

A.	Directors and Senior Management

Name	Age	Position
Aristides J. Pittas	65	Chairman, President and CEO; Class A Director
Dr. Anastasios Aslidis	65	Chief Strategy Officer and Treasurer; Class A Director
Athina Atalioti	32	Chief Financial Officer
Stephania Karmiri	57	Secretary
Aristides P. Pittas	73	Vice Chairman; Class B Director
Panagiotis Kyriakopoulos	64	Class B Director
George Taniskidis	64	Class C Director
Apostolos Tamvakakis	67	Class C Director

B.	Compensation

C.	Board Practices

●

We are not required under Marshall Islands law to maintain a Board of Directors with a majority of independent directors, and we may not be able to maintain a Board of Directors with a majority of independent directors in the future.

●

In lieu of a compensation committee comprised of independent directors, our Board of Directors will be responsible for establishing the executive officers’ compensation and benefits. Under Marshall Islands law, compensation of the executive officers is not required to be determined by an independent committee.

●

In lieu of a nomination committee comprised of independent directors, our Board of Directors will be responsible for identifying and recommending potential candidates to become board members and recommending directors for appointment to board committees. Shareholders may also identify and recommend potential candidates to become board members in writing. No formal written charter has been prepared or adopted because this process is outlined in our bylaws.

●

In lieu of obtaining an independent review of related party transactions for conflicts of interests, consistent with Marshall Islands law requirements, a related party transaction will be permitted if: (i) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors and the Board of Directors in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, or, if the votes of the disinterested directors are insufficient to constitute an act of the Board of Directors as defined in Section 55 of the Marshall Islands Business Corporations Act, by unanimous vote of the disinterested directors; or (ii) the material facts as to his relationship or interest are disclosed and the shareholders are entitled to vote thereon, and the contract or transaction is specifically approved in good faith by a simple majority vote of the shareholders; or (iii) the contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

●

As a foreign private issuer, we are not required to solicit proxies or provide proxy statements to Nasdaq pursuant to Nasdaq corporate governance rules or Marshall Islands law. Consistent with Marshall Islands law, we will notify our shareholders of meetings between 15 and 60 days before the meeting. This notification will contain, among other things, information regarding business to be transacted at the meeting. In addition, our bylaws provide that shareholders must give us advance notice to properly introduce any business at a meeting of the shareholders. Our bylaws also provide that shareholders may designate in writing a proxy to act on their behalf.

●

In lieu of holding regular meetings at which only independent directors are present, our entire Board of Directors, a majority of whom are independent, will hold regular meetings as is consistent with the laws of the Republic of the Marshall Islands.

●

The Board of Directors adopted a new Equity Incentive Plan in March 2025. Shareholder approval was not necessary since Marshall Islands law permits the Board of Directors to take such actions.

●

As a foreign private issuer, we are not required to obtain shareholder approval if any of our directors, officers, or 5% or greater shareholders has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the company, or assets to be acquired, or in the consideration to be paid in the transaction(s) and the present or potential issuance of common stock, or securities convertible into or exercisable for common stock, could result in an increase in outstanding common stock or voting power of 5% or more.

●

In lieu of obtaining shareholder approval prior to the issuance of designated securities, the Company will comply with provisions of the Marshall Islands Business Corporations Act, providing that the Board of Directors approves share issuances.

D.

Employees

E.	Share Ownership

F.	Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

Item 7.

Major Shareholders and Related Party Transactions

A.	Major Shareholders

Name of Beneficial Owner (1)		Number of Shares of Common Stock Beneficially Owned				Percent of common Stock (15)
Containers Shareholders Trinity Ltd. (2)			1,098,805				39.0	%
Friends Investment Company Inc. (3)			216,208				7.7	%
Eurobulk Marine Holdings Inc. (4)			211,268				7.5	%
Family United Navigation Co. (5)			88,600				3.1	%
Aristides J. Pittas(6)			35,740				1.3	%
Anastasios Aslidis (7)			18,915				(*	)
Panagiotis Kyriakopoulos (8)			5,920				(*	)
Aristides P. Pittas (9)			8,760				(*	)
Apostolos Tamvakakis (10)			3,337				(*	)
George Taniskidis (11)			1,920				(*	)
Stephania Karmiri (12)			300				(*	)
Symeon Pariaros (13)			1,140				(*	)
Athina Atalioti (14)			-				(*	)
Konstantinos Siadimas (15)			840				(*	)
All directors and officers and 5% owners as a group			1,691,753				58.6	%

(1)

Beneficial ownership is determined in accordance with the Rule 13d-3(a) of the Securities Exchange Act of 1934, as amended, and generally includes voting or investment power with respect to securities. Except as subject to community property laws, where applicable, the person named above has sole voting and investment power with respect to all shares of common stock shown as beneficially owned by him/her. For the entities included above there is no agreement for joint voting in place.

(2)

Represents 1,098,805 shares of common stock held of record by Containers Shareholders Trinity Ltd. (“CST”). A majority of the shareholders of CST are members of the Pittas family. Investment power and voting control by CST resides in its Board of Directors which consists of three directors, affiliated with the Pittas family. Actions by CST may be taken by a majority of the members on its Board of Directors.

(3)

Represents 216,208 shares of common stock held of record by Friends. A majority of the shareholders of Friends are members of the Pittas family. Investment power and voting control by Friends resides in its Board of Directors which consists of five directors, a majority of whom are members of the Pittas family. Actions by Friends may be taken by a majority of the members on its Board of Directors.

(4)

Represents 211,268 shares of common stock held of record by Eurobulk Marine Holdings Inc. (“EMH”). A majority of the shareholders of EMH are members of the Pittas family. Investment power and voting control by EMH resides in its Board of Directors which consists of three directors, affiliated with the Pittas family. Actions by EMH may be taken by a majority of the members on its Board of Directors.

(5)

Represents 88,600 shares of common stock held of record by Family United Navigation Co. (“FUN”). A majority of the shareholders of FUN are members of the Pittas family. Investment power and voting control by FUN resides in its Board of Directors which consists of three directors, affiliated with the Pittas family. Actions by FUN may be taken by a majority of the members on its Board of Directors.

(6)

Does not include 509,243 shares of common stock held of record by CST, and Friends by virtue of ownership interest in above entities by Mr. Pittas. Mr. Pittas disclaims beneficial ownership except to the extent of his pecuniary interest. Includes 2,200 shares vesting on July 1, 2025, 2,200 shares of common stock vesting on November 15, 2025 and 2,200 shares vesting on November 13, 2026.

(7)

Does not include 3,738 shares of common stock held of record by CST by virtue of ownership interest in above entity by Mr. Aslidis. Mr. Aslidis disclaims beneficial ownership except to the extent of his pecuniary interest. Includes 1,500 shares vesting on July 1, 2025, 1,500 shares of common stock vesting on November 15, 2025 and 1,500 shares vesting on November 13, 2026.

(8)	Includes 280 shares vesting on July 1, 2025, 280 shares of common stock vesting on November 15, 2025 and 280 shares vesting on November 13, 2026.

(9)

Does not include 143,876 shares of common stock held of record by CST, Friends and Family United Navigation Co., by virtue of ownership interest in above entities by Mr. Pittas and members of his family. Mr. Pittas disclaims beneficial ownership except to the extent of his pecuniary interest. Includes 620 shares vesting on July 1, 2025, 620 shares of common stock vesting on November 14, 2025 and 620 shares vesting on November 13, 2026.

(10)	Includes 280 shares vesting on July 1, 2025, 280 shares of common stock vesting on November 14, 2025 and 280 shares vesting on November 13, 2026.

(11)

Does not include 18,151 shares held of record by Friends, by virtue of Mr. Taniskidis’ ownership in CST and Friends. Mr. Taniskidis disclaims beneficial ownership except to the extent of his pecuniary interest. Includes 280 shares vesting on July 1, 2025, 280 shares of common stock vesting on November 14, 2025 and 280 shares vesting on November 13, 2026.

(12)	Includes 100 shares vesting on July 1, 2025, 250 shares vesting on November 14, 2025 and 100 shares vesting on November 13, 2026.

(13)	Includes 380 shares vesting on July 1, 2025, 380 shares of common stock vesting on November 14, 2025 and 380 shares vesting on November 13, 2026.

(14)	Includes 100 shares vesting on July 1, 2025, 250 shares vesting on November 14, 2025 and 100 shares vesting on November 13, 2026.
(15)	Includes 280 shares vesting on July 1, 2025, 280 shares of common stock vesting on November 14, 2025 and 280 shares vesting on November 13, 2026.

(15)	Voting stock includes 35,760 unvested shares for a total of 2,816,615 issued and outstanding shares of the Company as of April 30, 2025.

B.	Related Party Transactions

C.	Interests of Experts and Counsel

Item 8.

Financial Information

A.	Combined Carve-out Financial Statements and Other Financial Information

B.	Significant Changes

Item 9.

The Offer and Listing

A.	Offer and Listing Details

B.	Plan of Distribution

C.

Markets

D.	Selling Shareholders

E.

Dilution

F.	Expenses of the Issue

Item 10.

Additional Information

A.	Share Capital

B.	Memorandum and Articles of Association

C.	Material Contracts

D.	Exchange Controls

E.

Taxation

●

we are organized in a foreign country, or our country of organization, that grants an “equivalent exemption” to corporations organized in the United States; and

●

more than 50% of the value of our stock is owned, directly or indirectly, by “qualified shareholders,” individuals who are “residents” of our country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized in the United States, which we refer to as the “50% Ownership Test,” or

●

our stock is “primarily and regularly traded on an established securities market” in our country of organization, in another country that grants an “equivalent exemption” to United States corporations, or in the United States, which we refer to as the “Publicly-Traded Test.”

●

We have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and

●

substantially all of our U.S.-source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.

●

at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or

●

at least 50% of the average value of our assets during such taxable year produce, or are held for the production of, passive income, which we refer to as “passive assets”.

●

such gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States, if the Non-U.S. Holder is entitled to the benefits of a United States income tax treaty with respect to that gain, that gain is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States; or

●

the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.

●

fails to provide an accurate taxpayer identification number;

●

is notified by the IRS that he failed to report all interest or dividends required to be shown on your United States federal income tax returns; or

●

in certain circumstances, fails to comply with applicable certification requirements.

F.	Dividends and paying agents

G.	Statement by experts

H.	Documents on display

I.	Subsidiary Information

J.	Annual Report to Security Holders

Item 11.

Quantitative and Qualitative Disclosures about Market Risk

Item 12.

Item 13.

Defaults, Dividend Arrearages and Delinquencies

Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds

Item 15.

Controls and Procedures

(a)	Evaluation of Disclosure Controls and Procedures

(b)	Management’s Annual Report on Internal Control over Financial Reporting

(c)	Attestation Report of the Registered Public Accounting Firm

(d)	Changes in Internal Control over Financial Reporting

Item 16A.

Audit Committee Financial Expert

Item 16B.

Code of Ethics

Item 16C.

Principal Accountant Fees and Services

(a)

Audit Fees

	2023 (dollars in thousands)	2024 (dollars in thousands)
Audit Fees	-	$ 154
Audit – Related fees	-	-
Tax Fees	-	-
Other Fees	-	-
Total	$	$ 154

(b)

Audit Committee’s Pre-Approval Policies and Procedures

(c)

Audit Work Performed by Other Than Principal Accountant if Greater Than 50%

Item 16D.

Exemptions from the Listing Standards for Audit Committees

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Item 16F.

Change in Registrant’s Certifying Accountant

Item 16G.

Corporate Governance

Item 16H.

Mine Safety Disclosure

Item 16I.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 16J.

Insider Trading Policies

Item 16K.

Cybersecurity

	●	information technology and solution usage;
	●	access control;
	●	patch management;
	●	security on specific environments (i.e. cloud, virtualization, automated systems, etc.);
	●	log management;
	●	network security;
	●	systems security standards;
	●	remote access;
	●	cryptography;
	●	mobile devices;
	●	incident management.

Item 17.

Financial Statements

Item 18.

Financial Statements

Item 19.

Exhibits

1.1		Amended and Restated Articles of Incorporation of the Company (1)
1.2		By-laws of the Company (1)
2.1		Form of Common Share Certificate (1)
2.2		Description of Securities**
4.1		Stockholders Rights Agreement**
4.2		2025 Equity Incentive Plan**
4.3		Management Agreement**
4.4		Right of First Refusal Agreement with Parent**
4.5		Contribution and Conveyance Agreement(1)
4.6		Registration Rights Agreement**
8.1		Subsidiaries of the Company(1)
11.1		Codes of Ethics**
12.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer**
12.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer**
13.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
13.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
97.1		Policy Regarding the Recovery of Erroneously Awarded Compensation.**

**	Filed herewith.
(1)	Filed as an Exhibit to the Company’s Registration Statement on January 7, 2025.

EUROHOLDINGS LTD. (Registrant)     By: /s/ Aristides J. Pittas Aristides J. Pittas Chairman, President and CEO