Heidmar Maritime Holdings Corp美股招股说明书(2026-03-24版)

Up to 11,080,332 Common Shares This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June20,2025 (as supplemented to date, the “Prospectus”) with the information contained in our report on Form 6-K, filed with the Securitiesand Exchange Commission on March 24, 2026. The Prospectus relates to the resale from time to time of up to 11,080,332 common shares, par value US$0.001, per share(“Common Shares”) of Heidmar Maritime Holdings Corp., incorporated under the laws of the Marshall Islands, by B. Riley PrincipalCapital II, LLC, a Delaware limited liability company. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may notbe delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. Thisprospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information inthe Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Our Common Shares are currently listed on the Nasdaq Capital Market under the symbol “HMR.” On March 23, 2025, the lastreported sales price of our Common Shares was US$0.90 per share. Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties describedin the section titled “Risk Factors” beginning on page 14 of the Prospectus, and under similar headings in any amendments orsupplements to the Prospectus. None of the U.S. Securities and Exchange Commission or any state securities commission has approved or disapproved ofthe securities or determined if this prospectus supplement or the Prospectus is accurate or adequate. Any representation to thecontrary is a criminal offense. The date of this prospectus supplement is March 24, 2026. Fourth Quarter 2025 Highlights •Total revenues of $25.1 million, up from $5.3 million in Q4 2024.•Net loss from continuing operations attributable to shareholders of $4.0 million or $0.07 lossper share.•Cash and cash equivalents of $18.6 million as of December 31, 2025. FOURTH QUARTER 2025 RESULTS COMPARED TO FOURTH QUARTER 2024 Total revenues, earned from commissions, management fees and voyage and time charter hire, were $25.1million for the three months ended December 31, 2025, compared to $5.3 million for the three monthsended December 31, 2024. The increase of $19.8 million is mainly attributable to the increased number ofvessels 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 charteroperations in April 2025, with the number of vessels during the fourth quarter of 2025 being eight comparedto one during the fourth quarter of 2024. Net loss from continuing operations attributable to shareholderswas $4.0 million or $0.07 loss per share. General and administration expenses were $5.2 million for thethree 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 andcosts incurred in 2025 related to the Company being a public company following its listing on the Nasdaq. YEAR ENDED 2025 RESULTS COMPARED TO YEAR ENDED2024 Total revenues, earned from commissions, management fees and voyage and time charter hire, were $55.9million for the year ended December 31, 2025, up $27.0 million from $28.9 million in the same period of2024. This growth was primarily due to the increased number of vessels that commenced short-term spotand time charter voyages mostly during the second half of 2025 andthe revenues earned from the PSV ACESupplier, which commenced its charter operations in April 2025, with the number of vessels during the yearended December 31, 2025 being nine compared to two during the corresponding period in 2024. Net lossfrom continuing operations attributable to shareholders was $8.6 million or $0.15 loss per share. Generaland administration expenses were $18.5 million for the year ended December 31, 2025, compared to $12.9million for the year ended December 31, 2024. The increase of $5.6 million is mainly attributable to theamortization of the stock-based compensation, the bonus awarded to certain executives and costs incurredin 2025 related to the Company being a public company following its listing on the Nasdaq. Key quarterly highlights: •On January 28, 2026, the Company announced that the Memorandum of Agreement (MOA)announced on July 7, 2025, with respect to the acquisition of C/V A. Obelix, was mutuallyterminated in accordance with the terms therein. The deposit of $2,525,000 was returned tothe Company, and there was no financial impact to the Company.•Under the purchase agreement with B. Riley Principal Capital II LLC (BRPC II)