Euroholdings Ltd. and its wholly owned subsidiaries, or the Company, desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. This annual report contains forward-looking statements. These forward-looking statements include information about possible or assumed future results of our operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify the forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding:
| ● | our future operating or financial results; |
| ● | future, pending or recent acquisitions, joint ventures, business strategy, areas of possible expansion, and expected capital spending or operating expenses; |
| ● | container shipping industry trends, including charter rates and factors affecting vessel supply and demand; |
| ● | fluctuations in our stock price as a result of volatility in securities markets; |
| ● | our financial condition and liquidity, including our ability to obtain additional financing in the future to fund capital expenditures, acquisitions and other general corporate activities; |
| ● | availability of crew, number of off-hire days, drydocking requirements and insurance costs; |
| ● | our expectations about the availability of vessels to purchase or the useful lives of our vessels; |
| ● | our ability to leverage to our advantage the relationships and reputations of Eurobulk Ltd. (“Eurobulk”), our affiliated ship management company or “Manager”, in the container shipping industry; |
| ● | changes in seaborne and other transportation patterns; |
| ● | potential liability from future litigation; |
| ● | global and regional political conditions; |
| ● | General political conditions or events, including “trade wars”, acts of terrorism and other hostilities, including piracy, the war between Russia and Ukraine, the war between Israel and Hamas and the trade disruption in the Red Sea region; |
| ● | the severity and duration of natural disasters or public health emergencies on our performance and business prospects; and |
| ● | other factors discussed in the section titled “Risk Factors.” |
WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNUAL REPORT, EXCEPT AS REQUIRED BY LAW, OR THE DOCUMENTS TO WHICH WE REFER YOU IN THIS ANNUAL REPORT, TO REFLECT ANY CHANGE IN OUR EXPECTATIONS WITH RESPECT TO SUCH STATEMENTS OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY STATEMENT IS BASED.
PART I
| Item 2. | Offer Statistics and Expected Timetable |
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Please note: Throughout this report, all references to “we,” “our,” “us” and the “Company” refer to Euroholdings Ltd. and its subsidiaries. We use the term deadweight ton, or dwt, in describing the size of vessels. Dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry. We use the term twenty-foot equivalent unit, or teu, in describing the size of our containerships in addition to dwt. Teu, expressed in number of containers, refers to the maximum number of twenty-foot long containers that can be placed on board. Unless otherwise indicated, all references to “dollars” and “$” in this report are to, and amounts are presented in, U.S. dollars.
On January 8, 2025, Euroseas Ltd. (“Euroseas” or “Parent Company” or “Parent”) contributed to the Company three subsidiaries (the “Subsidiaries”) in connection with the spin-off of Euroseas’ vintage vessels (older than twenty-five years), comprising the recently sold 1998-built M/V “Diamantis P” as well as the 1999-built M/V “Joanna” and the 1997-built M/V “Aegean Express” (referred to herein as “Spin -Off”). Euroseas contributed these Subsidiaries to Euroholdings, in exchange for common shares in Euroholdings, which Euroseas distributed on March 17, 2025 (the “Distribution Date”) to Euroseas shareholders of record as of March 7, 2025 (the “Record Date”), on a pro rata basis. Euroseas shareholders received one share of common stock of Euroholdings for every two and a half shares of common stock of Euroseas they owned as of the Record Date. On March 18, 2025, the common shares of Euroholdings Ltd. began trading on Nasdaq Capital Market under the symbol “EHLD” and Euroholdings became an independent publicly traded company focusing on managing elder vessels, as well as other maritime opportunities.
| B. | Capitalization and Indebtedness |
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Any investment in our common stock involves a high degree of risk. You should consider carefully the following factors, as well as the other information set forth in this annual report, before making an investment in our common stock. Some of the following risks relate principally to the industry in which we operate and our business in general. Other risks relate to the securities market for, and ownership of, our common stock. Any of the described risks could significantly and negatively affect our business, financial condition, operating results and common stock price. The following risk factors describe the material risks that are presently known to us.
