[SCHEDULE 13D] Euroholdings Ltd. SEC Filing

Rhea-AI Filing Summary

Eurobulk Marine Holdings Inc., a Liberian shipping-investment holding company, has filed a Schedule 13D disclosing beneficial ownership of 211,267 common shares of Euroholdings Ltd. (EHLD), representing 7.5 % of the issuer’s 2,816,615 shares outstanding.

The shares were received on 17 March 2025 through Euroseas Ltd.’s pro-rata spin-off of Euroholdings, under which Euroseas shareholders obtained one EHLD share for every 2.5 Euroseas shares held as of 7 March 2025.

Control & Governance

• Eurobulk Marine Holdings has sole voting and dispositive power over all 211,267 shares; no shared power is reported.
• Vice-President Aristides J. Pittas—also Chairman, CEO and President of Euroholdings—signed the filing, indicating strong managerial overlap between the reporting person and the issuer.

Purpose & Future Actions

• The stake is investment-oriented; the reporting person may acquire additional shares or dispose of part or all of its holdings through open-market, block, public or private transactions.
• Discussions with the issuer’s management and board could extend to extraordinary corporate transactions described in Items 4(a)–4(j) of Schedule 13D, although no specific plans are announced.

Background Checks: The filer and its officers report no criminal convictions or civil judgments in the past five years, and no contracts or arrangements other than those described above are in place regarding EHLD securities.

Overall, the filing signals that a related shipping entity now holds a meaningful minority position in Euroholdings following the spin-off, potentially aligning ownership and management interests while leaving flexibility for future strategic moves.

Positive

• 7.5 % stake held by an entity controlled by Euroholdings’ CEO aligns management and shareholder interests.
• The filer reports no legal or regulatory proceedings, reducing compliance risk perceptions.

Negative

• The filer reserves the right to sell or dispose of its entire stake, introducing potential future share-sale overhang.
• Disclosure of possible extraordinary transactions creates uncertainty without detailing a concrete plan.

Insights

Financial Analyst

TL;DR: 7.5% ownership disclosed; no immediate corporate action, neutral impact.

The Schedule 13D reveals Eurobulk Marine Holdings as a new 7.5 % beneficial owner of Euroholdings following Euroseas’ spin-off. Because the stake derives from a distribution and not open-market buying, the filing mainly clarifies post-transaction ownership rather than signalling incremental demand or activism. Management overlap—Aristides J. Pittas leads both entities—suggests aligned incentives, yet the filer explicitly reserves the right to buy or sell shares and to explore extraordinary transactions. No financial terms, purchase costs or premiums are disclosed. In isolation, the notice is informational; it neither introduces fresh capital nor changes control. Accordingly, I view the market impact as neutral.

Corporate Governance Expert

TL;DR: Insider-controlled 7.5 % stake strengthens influence; limited downside today.

This disclosure formalises a post-spin structure where a company closely linked to Euroholdings’ CEO holds a sizable block. Concentrated ownership can enhance strategic coherence but may raise minority-shareholder vigilance regarding related-party dealings. The filer’s openness to further transactions keeps optionality high but introduces no specific proposals. With no legal or regulatory issues reported, the governance signal is broadly stable. I therefore categorise the event as non-impactful for valuation until follow-up actions materialise.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Euroholdings Ltd.

(Name of Issuer)

Common Shares, $0.01 par value

(Title of Class of Securities)

Y234DY109

(CUSIP Number)

Stephania Karmiri
4 Messogiou & Evropis Street,
Maroussi, J3, 151 24
30-211-180-4005

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/17/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. Y234DY109

1

Name of reporting person

Eurobulk Marine Holdings Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LIBERIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 211,267.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 211,267.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

211,267.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.5 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, $0.01 par value
(b)	Name of Issuer: Euroholdings Ltd.
(c)	Address of Issuer's Principal Executive Offices: 4 Messogiou & Evropis Street, Maroussi, GREECE , 151 24.
Item 1 Comment: The class of equity security to which this statement relates is the common shares, $0.01 par value (the "Shares"), of Euroholdings Ltd., a Marshall Islands corporation (the "Issuer"). The address of the principal executive office of the Issuer is 4 Messogiou & Evropis St., 151 24 Maroussi, Greece.
Item 2.	Identity and Background
(a)	The person filing this statement is Eurobulk Marine Holdings Inc. ("Eurobulk Marine Holdings") or ("Reporting Person"), a Liberian corporation.
(b)	The address of the principal place of business of the Reporting Person is 4 Messogiou & Evropis St., 151 24 Maroussi, Greece.
(c)	The principal business of the Reporting Person is acting as shipping investment holding company. The name, present principal occupation or employment, and business address of each executive officer and director of Eurobulk Marine Holdings is set forth below. The business address of each director and executive officer is 4 Messogiou & Evropis St., 151 24 Maroussi, Greece. Aristides J. Pittas - Vice President/Director. His principal occupation is serving as Chairman, CEO and President of the Issuer and President of Eurobulk Ltd. Nikolaos J. Pittas - President/Director. His principal occupation is serving as Secretary and Treasurer of Eurobulk Ltd. Emmanuel J. Pittas - Treasurer/Secretary/Director. His principal occupation is serving as Vice President of Eurobulk Ltd.
(d)	Neither the Reporting Person, nor any manager or executive officer of the Reporting Person, has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	Neither the Reporting Person, nor any manager or executive officer of the Reporting Person, has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The citizenship of each executive officer and director of Eurobulk Marine Holdings is set forth below. Mr. Aristides J. Pittas is a citizen of Greece. Mr. Nikolaos J. Pittas is a citizen of the United Kingdom. Mr. Emmanuel J. Pittas is a citizen of the United Kingdom.
Item 3.	Source and Amount of Funds or Other Consideration
	The Issuer was incorporated by Euroseas Ltd. under the laws of the Republic of the Marshall Islands on March 20, 2024 as a subsidiary of Euroseas. On March 17, 2025, Euroseas effected certain transactions, including the distribution of Shares on a pro rata basis to holders of common stock of Euroseas (the "Spin-Off Transaction"). Shareholders of Euroseas received one Share for every 2.5 shares of Euroseas's common stock owned on March 7, 2025, the record date for the Spin-Off Transaction.
Item 4.	Purpose of Transaction
	The Reporting Persons obtained their Shares described in this Schedule 13D in the context of the Spin-Off Transaction. Aristides J. Pittas, who serves as the Vice President and as a Director of Eurobulk Marine Holdings, is the Chairman, President, Chief Executive Officer and a Class A Director of the Issuer and therefore regularly engages in discussions with management of the Issuer, the board of directors of the Issuer, other shareholders of the Issuer and other relevant parties, which discussions may include matters ranging from the operations and conduct of the Issuer's business to considering or exploring extraordinary corporate transactions including the events listed in Items 4(a) through 4(j) of Schedule 13D. The Reporting Person may from time to time acquire additional securities of the Issuer, or retain or sell all or a portion of the Shares then held by the Reporting Person, in the open market, block trades, underwritten public offerings or privately negotiated transactions.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date hereof, Eurobulk Marine Holdings may be deemed to be the beneficial owner of 211,267 Shares, constituting 7.5% of the Shares, based upon 2,816,615 Shares outstanding.
(b)	Eurobulk Marine Holdings has the sole power to vote or direct the vote of 211,267 Shares and the shared power to vote or direct the vote of 0 Shares. Eurobulk Marine Holdings has the sole power to dispose or direct the disposition of 211,267 Shares and the shared power to dispose or direct the disposition of 0 Shares. None of the other persons named in response to Item 2 have the sole power to vote or to direct the vote, the shared power to vote or direct the vote, the sole power to dispose or to direct the disposition of the Shares that are the subject of this Schedule 13D/A.
(c)	Except as otherwise disclosed herein, no transactions in the Shares were effected by the Reporting Person during the past 60 days.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Shares beneficially owned by the Reporting Person.
(e)	Not Applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Other than as set forth above, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Eurobulk Marine Holdings Inc.

Signature:	/s/ Aristides J. Pittas
Name/Title:	Aristides J. Pittas, Vice President
Date:	06/20/2025

FAQ

How many Euroholdings (EHLD) shares does Eurobulk Marine Holdings own?

It beneficially owns 211,267 common shares, equal to 7.5 % of EHLD’s outstanding stock.

What triggered the Schedule 13D filing for EHLD?

Euroseas Ltd.’s spin-off on 17 March 2025 distributed EHLD shares to Euroseas investors, giving Eurobulk Marine Holdings a reportable stake.

Does Eurobulk Marine Holdings share voting power with anyone?

No. The filing states sole voting and dispositive power over all reported shares and zero shared power.

Could Eurobulk Marine Holdings buy or sell more EHLD shares?

Yes. The filer may acquire additional shares or sell any or all of its holdings via various transaction types.

Are there any legal proceedings involving the filer or its executives?

The filing affirms that no criminal or civil proceedings have involved the filer or its executives in the past five years.