海德马海业控股有限公司美股招股说明书（2025-09-29版）

Heidmar Maritime Holdings Corp. Up to 11,080,332 Common Shares This prospectus supplement is being filed to update and supplement theinformation contained in the prospectus dated June 20, 2025 (as supplemented todate, the “Prospectus”) with the information contained in our report on Form 6-K,filed with the Securities and Exchange Commission on September 29, 2025. The Prospectus relates to the resale from time to time of up to 11,080,332common shares, par value US$0.001, per share (“Common Shares”) of HeidmarMaritime Holdings Corp., incorporated under the laws of the Marshall Islands, byB. Riley Principal Capital II, LLC, a Delaware limited liability company. This prospectus supplement updates and supplements the information in theProspectus and is not complete without, and may not be delivered or utilized exceptin combination with, the Prospectus, including any amendments or supplementsthereto.This prospectus supplement should be read in conjunction with theProspectus and if there is any inconsistency between the information in theProspectus and this prospectus supplement, you should rely on the information inthis prospectus supplement. Our Common Shares are currently listed on The Nasdaq Capital Market underthe symbol “HMR.” On September 25, 2025, the last reported sales price of ourCommon Shares was US$1.445 per share. Investing in our securities involves a high degree of risk. You shouldcarefully review the risks and uncertainties described in the section titled “RiskFactors” beginning on page 14 of the Prospectus, and under similar headingsin any amendments or supplements to the Prospectus. None of the U.S. Securities and Exchange Commission or any statesecuritiescommission has approved or disapproved of the securities ordetermined if this prospectus supplement or the Prospectus is accurate oradequate. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is September 29, 2025. HEIDMAR’S MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITIONAND RESULTS OF OPERATIONYou should read the following discussion of our financial condition and results of operations in conjunction with our unaudited interim condensedconsolidated financial statements for the six-month periods ended June 30,2025, and 2024 and related notes included elsewhere herein. The followingdiscussioncontains forward-looking statements that involve certaindevelopments,risks and uncertainties.Our actual results could differmaterially from those discussed in these statements. Factors that couldcause or contribute to these differences include those discussed in ourAnnual Report on Form 20-F for the fiscal year ended December 31, 2024,filed with the Securities and Exchange Commission (the “SEC”) on May 15,2025 (the “Annual Report”), particularly under the “Risk Factors” and“Cautionary Statement Regarding Forward-Looking Statements” sections.All dollar amounts referred to in this discussion and analysis are expressedin United States dollars except where indicated otherwise. References in thissection to “we”, “our”, “us” and the “Company” generally refer toHeidmar Maritime Holdings Corp. and its consolidated subsidiaries. OverviewWe are a provider of marine transportation services on an international basis consisting of five business activities: management services for pools ofvesselsthat share operational costs and revenues(“pool managementservices”),commercial management services for individual vessels(“commercial management services”),sale and purchase services forvessels which involve assisting clients with the buying and selling of ships(“S&P services”), technical management services for individual vessels(“technical management services”)and chartering of vessels throughcharter in and charter out (“charter in – charter out”).As of the date of thisreport, we commercially manage 36 vessels with an aggregate capacity ofapproximately 4.2 million dwt, and we technically manage 5 tanker vesselswith an aggregate capacity of approximately 1.3 million dwt. Quantitative and Qualitative Disclosures About Market Risk We are exposed to risks associated with adverse changes in exchangerates and commodity prices. We have established risk management policiesto monitor and manage such market risks, as well as credit risks. From timeto time, we may execute transactions of derivatives, in order to managemarket risks. We are exposed to currency risk on purchases, receivables andpayables where they are denominated in a currency other than the U.S.dollar. We do not enter into commodity contracts other than to meet ouroperational needs. These transactions do not meet the criteria for hedgingfor accounting purposes and therefore the change in their fair value isrecognized directly in profit or loss. The carrying amounts of certainfinancialassets and liabilities,including cash and cash equivalents,receivablesfrom related parties,other receivables,payables to vesselowners, accounts payable and accrued expenses