Costamare Bulkers Holdings Ltd 2026年年度报告和过渡报告

Form 20-F (Mark One) ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (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 ENDEDDecember 31, 2025☐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 COSTAMARE BULKERS HOLDINGS LIMITED (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) 7 rue du GabianMC 98000 Monaco(Address of principal executive offices) SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Name of Each Exchange on Which RegisteredNew York Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT TO SECTION 15(d) OF THE ACT: None 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. 24,180,472 shares of Common Stock235 shares of Series B Preferred Stock, $0.0001 par value per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in 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 theSecurities Exchange Act of 1934. Yes☐No☒ 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 duringthe 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 thepast 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 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. Seedefinition of “large accelerated filer”, “accelerated filer”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting StandardsCodification 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 overfinancial 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 auditreport.☐ 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 filingreflect the correction of an error to previously issued financial statements.☐ 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☒ TABLE OF CONTENTS ABOUT THIS REPORTiiFORWARD-LOOKING STATEMENTSiiiPART I1ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1ITEM 4.INFORMATION ON THE COMPANY35ITEM 4.A. UNRESOLVED STAFF COMMENTS54ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS55ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES89ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS93ITEM 8.FINANCIAL INFORMATION101ITEM 9.THE OFFER AND LISTING101ITEM 10.ADDITIONAL INFORMATION101ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK118ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES121PART II122ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES122ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS122ITEM 15.CONTROLS AND PROCEDURES122ITEM 16.A.AUDIT COMMITTEE FINANCIAL EXPERT122ITEM 16.B.CODE OF ETHICS122ITEM 16.C.PRINCIPAL ACCOUNTANT FEES AND SERVICES123ITEM 16.D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES123ITEM 16.E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS123ITEM 16.F.CHANGE IN REGISTRANT’S CERTIF