海德玛海事控股 Corp 美股招股说明书(2025-11-06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 November 6, 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,by B. 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 utilizedexcept in combination with, the Prospectus, including any amendments orsupplements thereto. This prospectus supplement should be read in conjunctionwith the Prospectus and if there is any inconsistency between the information intheProspectus and this prospectus supplement,you should rely on theinformation in this prospectus supplement. Our Common Shares are currently listed on The Nasdaq Capital Marketunder the symbol “HMR.” On November 5, 2025, the last reported sales price ofour Common Shares was US$1.30 per share. Investing in our securities involves a high degree of risk. You shouldcarefully review the risks and uncertainties described in the section titled“Risk Factors” beginning on page 14 of the Prospectus, and under similarheadings in any amendments or supplements to the Prospectus. None of the U.S. Securities and Exchange Commission or any statesecurities commission 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 November 6, 2025. Third Quarter 2025 Highlights •Total revenues of $15.6 million, up 117%, from $7.2 million in Q3 2024.•Net income from continuing operations attributable to shareholdersof $1.2 million or $0.02per share.•Adjusted net income from continuing operations of $1.8 million, which excludes$0.7 millionin non-cash stock-based compensation.•Cash and cash equivalents of $9.1 million as of September 30, 2025. Adjusted net income from continuing operations is not a measurement recognizedunder U.S. GAAP (GAAP) and should not be used in isolation or as a substitute forHeidmar’s financial results presented in accordance with GAAP. See “Non-GAAPFinancial Measures” later in this prospectus suppleent for the definitions andreconciliation of this measurement to the most directly comparable financialmeasure calculated and presented in accordance with U.S. GAAP. THIRDQUARTER 2025 RESULTS COMPARED TO THIRDQUARTER 2024 •Total revenues, earned from commissions, management fees and voyageand time charter hire, were $15.6 million for the three months endedSeptember 30, 2025, compared to $7.2 million for the three months endedSeptember 30, 2024. The increase of $8.4 million is mainly attributable tothe increased number of vessels that commenced short-term spot and timecharter voyages during the third quarter of 2025, including the PlatformSupply Vessel (PSV) ACE Supplier, which commenced its charter operationsinApril 2025.Net income from continuing operations attributable toshareholders was $1.2 million or $0.02 per share. Adjusted net incomefrom continuing operations was $1.8 million and excludes $0.7 million innon-cash stock-based compensation. General and Administration expenseswere$3.1 million for the three months ended September 30,2025compared to $2.7 million for the three months ended September 30, 2024.The increase of $0.4 million is mainly due to the amortization of the stock-based compensation. NINE-MONTH 2025 RESULTS COMPARED TO NINE MONTHS 2024 Total revenues, earned from commissions, management fees and voyageandtime charter hire,were$30.8 million for the nine months endedSeptember 30, 2025, up $7.2 million from $23.6 million in the same periodof 2024. This growth was primarily due to the increased number of vesselsthat commenced short-term spot and time charter voyages mostly duringthethird quarter of 2025 and due to the PSV ACE Supplier,whichcommenced its charter operations in April 2025. Net loss from continuingoperations attributable to shareholders was $4.8 million or $0.08 per share.General and Administration expenses were $13.5 million for the nine monthsended September 30, 2025 compared to $9.6 million for the nine monthsendedSeptember 30,2024.The increase of$3.9 million is mainlyattributable to the costs incurred when the Company listed on the Nasdaq,amortizationof the stock-based compensation and the one-off bonusawarded to certain executives. Key quarterly highlights: •On September 30, 2025 the Company completed the disposal of its loss-making subsidiary, Heidmar Trading DMCC to th