SEC Form 424B3 filed by Heidmar Maritime Holdings Corp.

Fourth Quarter 2025 Highlights

FOURTH QUARTER 2025 RESULTS COMPARED TO FOURTH QUARTER 2024

Total revenues, earned from commissions, management fees and voyage and time charter hire, were $25.1 million for the three months ended December 31, 2025, compared to $5.3 million for the three months ended December 31, 2024. The increase of $19.8 million is mainly attributable to the increased number of vessels that commenced short-term spot and time charter voyages during the fourth quarter of 2025, including the time charter of the Platform Supply Vessel (PSV) ACE Supplier, which commenced its charter operations in April 2025, with the number of vessels during the fourth quarter of 2025 being eight compared to one during the fourth quarter of 2024. Net loss from continuing operations attributable to shareholders was $4.0 million or $0.07 loss per share. General and administration expenses were $5.2 million for the three months ended December 31, 2025, compared to $3.3 million for the three months ended December 31, 2024. The increase of $1.9 million is mainly due to the amortization of the stock-based compensation and costs incurred in 2025 related to the Company being a public company following its listing on the Nasdaq.

YEAR ENDED 2025 RESULTS COMPARED TO YEAR ENDED  2024

Total revenues, earned from commissions, management fees and voyage and time charter hire, were $55.9 million for the year ended December 31, 2025, up $27.0 million from $28.9 million in the same period of 2024. This growth was primarily due to the increased number of vessels that commenced short-term spot and time charter voyages mostly during the second half of 2025 and  the revenues earned from the PSV ACE Supplier, which commenced its charter operations in April 2025, with the number of vessels during the year ended December 31, 2025 being nine compared to two during the corresponding period in 2024. Net loss from continuing operations attributable to shareholders was $8.6 million or $0.15 loss per share. General and administration expenses were $18.5 million for the year ended December 31, 2025, compared to $12.9 million for the year ended December 31, 2024. The increase of $5.6 million is mainly attributable to the amortization of the stock-based compensation, the bonus awarded to certain executives and costs incurred in 2025 related to the Company being a public company following its listing on the Nasdaq.

Key quarterly highlights:

Fleet Developments:

Forward-Looking Statements

This release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Company. All statements other than statements of historical facts contained in this press release, including statements regarding the Company’s future results of operations and financial position, business strategy, prospective costs, timing and likelihood of success, plans and objectives of management for future operations, future results of current and anticipated operations of Heidmar are forward-looking statements. These forward- looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions.

The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, Company management’s examination of historical operating trends, data contained in the Company’s records and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies that are difficult or impossible to predict and are beyond the Company’s control, the Company cannot assure you that it will achieve or accomplish these expectations, beliefs or projections.

In addition to these important factors, other important factors that, in the Company’s view, could cause actual results to differ materially from those discussed in the forward-looking statements include unforeseen liabilities, expansion and growth of the Company’s operations, the failure of counterparties to fully perform their contracts with the Company, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for tanker, container or PSV vessel capacity, changes in the Company’s operating expenses, demand for the Company’s managed fleet, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general international geopolitical conditions and conflicts, potential disruption of shipping routes due to accidents or political events, vessel breakdowns and instances of off-hires, and other factors. Please see the Company’s filings with the U.S. Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond the Company’s control, you should not rely on these forward-looking statements as predictions of future events. Forward- looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company does not give any assurance that it will achieve its expectations.

HEIDMAR MARITIME HOLDINGS CORP. FINANCIAL TABLES

Explanatory Note

On February 20, 2025, the common shares of Heidmar Maritime Holdings Corp. (the “Company”) commenced trading on the Nasdaq Capital Market, or Nasdaq, under the symbol “HMR” through a business combination transaction involving Heidmar Inc. (“HMI”) and MGO Global Inc. (“MGO”), a Nasdaq-listed company. The Company and HMI are entities under common control. Pursuant to U.S. generally accepted accounting principles (“U.S. GAAP”), this transaction is accounted for as a business acquisition, with Heidmar Inc. being the accounting acquirer and MGO the acquired entity.

Accordingly, the historical interim financial information of Heidmar Inc. has been carried forward as the historical interim financial information of the Company. The interim financial information for the three-month and twelve-month periods ended December 31, 2025, includes the results of operations and financial position of Heidmar Maritime Holdings Corp. and its subsidiaries, Heidmar Inc. and MGO.

Comparative interim financial information for the three-month and twelve-month periods ended December 31, 2024, reflects only the historical financial results of Heidmar Inc., the accounting acquirer. The results of MGO for the comparative period are not presented within the comparative financial information, as MGO is accounted for as the acquired entity and its historical interim financial information does not constitute the predecessor interim financial information of the Company. The Company consolidates MGO from the date of acquisition.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in U.S. dollars)

		Three months ended								Year ended
		December 31,								December 31,
		2025				2024				2025				2024
Revenues:
Trade revenues			3,698,154				2,002,588				12,331,723				13,098,942
Voyage and time charter revenues			21,381,999				3,311,971				43,520,135				15,180,700
Syndication income			-				-				-				670,231
Total revenues			25,080,153				5,314,559				55,851,858				28,949,873
Expenses/ (Income):
Voyage expenses			685,267				-				2,692,965				610,292
(Gain)/ loss on inventories			(122,967	)			101,756				(305,600	)			101,756
Operating lease, charter-in and other expenses			23,292,622				2,915,165				43,546,230				13,364,229
Gain on disposal of subsidiary			-				-				(61,130	)			-
General and administrative expenses			5,176,994				3,347,588				18,540,542				12,899,599
Depreciation and amortization			18,497				10,987				76,467				60,546
Total expenses, net			29,050,413				6,375,496				64,489,474				27,036,422
Net (loss)/income from continuing operations			(3,970,260	)			(1,060,937	)			(8,637,616	)			1,913,451
Net loss from discontinued operations			-				-				(13,923,516	)			-
Net (loss)/income			(3,970,260	)			(1,060,937	)			(22,561,132	)			1,913,451
Net (loss)/income from continuing operations per:
Common share, basic and diluted			(0.07	)			(0.02	)			(0.15	)			0.03
Net loss from discontinued operations per:
Common share, basic and diluted			-				-				(0.24	)			-
Net (loss)/income per:
Common share, basic and diluted			(0.07	)			(0.02	)			(0.39	)			0.03
Weighted average shares outstanding:
Common shares, basic and diluted			58,400,371				57,123,798				58,203,129				57,123,798

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET DATA

(in U.S. Dollars)

OTHER FINANCIAL DATA (unaudited)

(in U.S. Dollars)

NON-GAAP FINANCIAL MEASURES

(in U.S. Dollars)

		Three months ended December 31,								Year ended December 31,
		2025				2024				2025				2024
Net (loss)/income from continuing operations			(3,970,260	)			(1,060,937	)			(8,637,616	)			1,913,451
Interest and finance (income)/cost, net			(48,162	)			222,161				(268,183	)			1,403,975
Depreciation and amortization			18,497				10,987				76,467				60,546
EBITDA			(3,999,925	)			(827,789	)			(8,829,332	)			3,377,972
Stock-based compensation			649,342				-				4,962,819				-
Non-cash expense relating to the fair value of earnout shares			-				-				3,917,767				-
															-
Adjusted EBITDA			(3,350,583	)			(827,789	)			51,254				3,377,972

Adjusted EBITDA reconciliation:

Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") represent net (loss)/income from continuing operations before interest and finance (income)/ costs, net, depreciation and amortization and income taxes, if any, during a period. EBITDA is not a recognized measurement under U.S. GAAP. Adjusted EBITDA represents EBITDA further adjusted to exclude stock-based compensation and the non-cash expense relating to the fair value of the earnout shares which the Company believes are not indicative of the ongoing performance of its core operations. We present EBITDA and Adjusted EBITDA as we believe that these measures are useful to investors as a widely used means of evaluating operating profitability. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the Company’s performance. Adjusted EBITDA has certain limitations in use and should not be considered an alternative to net income/(loss), cash flow from operating activities or any other measure of financial performance presented in accordance with U.S. GAAP. Adjusted EBITDA excludes some, but not all, items that affect net income/(loss).EBITDA and Adjusted EBITDA as presented here may not be comparable to similarly titled measures presented by other companies. These non-GAAP measures should not be considered in isolation from, as a substitute for, or superior to, financial measures prepared in accordance with U.S. GAAP.

(in U.S. Dollars)

		Three months ended December 31,								Year ended December 31,
		2025				2024				2025				2024
Net (loss) / income from continuing operations			(3,970,260	)			(1,060,937	)			(8,637,616	)			1,913,451
Non-cash expense relating to the fair value of earnout shares			-				-				3,917,767				-
Stock-based compensation			649,342				-				4,962,819				-
Adjusted net (loss)/income from continuing operations attributable to shareholders			(3,320,918	)			(1,060,937	)			242,970				1,913,451
Weighted-average number of shares outstanding			58,400,371				57,123,798				58,203,129				57,123,798
Adjusted net (loss)/ income from continuing operations per share  attributable to shareholders			(0.06	)			(0.02	)			0.004				0.03

Heidmar considers Adjusted net (loss)/income from continuing operations to represent net (loss)/income before certain non-cash items, including the loss on the fair value of the earnout shares and amortization of stock-based compensation. We have included adjustments for these items because we believe they assist our management and investors by increasing the comparability of the Company's fundamental performance from period to period by excluding the potentially disparate effects these items may have from period-to-period. Our presentation of Adjusted net (loss)/income from continuing operations should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Adjusted net (loss)/income from continuing operations per share attributable to shareholders equals Adjusted net (loss)/income from continuing operations per share attributable to shareholders divided by the weighted average number of shares outstanding during the period. Adjusted net (loss)/income from continuing operations and adjusted net (loss)/income from continuing operations per share do not represent and should not be considered as an alternative to net (loss)/income from continuing operations and net (loss)/income from continuing operations per share, as determined by GAAP. The Company's definition of Adjusted net (loss)/income from continuing operations may not be the same as that used by other companies in shipping or other industries. Adjusted net (loss)/income from continuing operations is not adjusted for all non-cash income and expense items that are reflected in our statement of cash flows.