[SCHEDULE 13D] Euroholdings Ltd. SEC Filing

Rhea-AI Filing Summary

Schedule 13D Filing – Euroholdings Ltd. (EHLD)

Friends Investment Company Inc., a Marshall Islands corporation controlled by members of the Pittas family, has filed an initial Schedule 13D to disclose ownership of 216,208 common shares of Euroholdings Ltd. (the “Issuer”). Based on the 2,816,615 shares outstanding, the position represents 7.7 % of the Issuer’s common equity, giving Friends Investment Company sole voting and dispositive power over the entire block.

Origin of shares. The stake was obtained on 17 March 2025 through the Spin-Off Transaction in which Euroseas Ltd. distributed one Euroholdings share for every 2.5 Euroseas shares held as of the 7 March 2025 record date.

Insider relationships. Key officers of Friends Investment Company are also senior executives and directors of Euroholdings: Aristides P. Pittas (Vice-Chairman of the Issuer) and Aristides J. Pittas (Chairman, President & CEO of the Issuer). As such, the reporting person may engage in ongoing discussions with management and other shareholders and may consider “extraordinary corporate transactions” listed under Items 4(a)-4(j) of Schedule 13D.

Future intentions. Friends Investment Company states it may acquire additional shares or sell some or all of its holdings through market or privately negotiated transactions, but reports no trades in the past 60 days and discloses no outstanding agreements affecting the securities.

No criminal or civil proceedings involving the reporting person or its officers were disclosed, and no material exhibits accompany the filing.

Positive

• Insider ownership of 7.7 % aligns executives’ economic interests with shareholders, potentially strengthening commitment to value creation.
• No legal or regulatory issues disclosed for the reporting person or its officers, limiting immediate compliance risk.

Negative

• Heightened control by related insiders could increase governance risk for minority investors.
• Open-ended intention to buy or sell introduces uncertainty about future share overhang or concentration.

Insights

Corporate Governance Expert

TL;DR: 7.7 % insider stake signals influence; governance attention warranted.

The filing reveals that Friends Investment Company—effectively an insider vehicle—now owns 7.7 % of Euroholdings after the Euroseas spin-off. With both Aristides P. and Aristides J. Pittas holding top positions in the reporting entity and the issuer, the family consolidates voting power and board representation. While this alignment can improve management-shareholder incentives, it also increases the likelihood of related-party decisions. The disclosure that the group may pursue "extraordinary corporate transactions" suggests potential future strategic moves (e.g., mergers, asset sales) that could materially affect minority holders. Investors should monitor any subsequent share accumulations or governance changes, as surpassing the 10 % threshold would trigger additional regulatory obligations and poison-pill considerations.

Portfolio Manager

TL;DR: Neutral near-term price impact; watch for strategic catalysts.

The 13D formalizes a spin-off allocation rather than open-market buying, so immediate trading impact is limited. Nevertheless, an insider-controlled block of this size can act as a stabilizing anchor or catalyze future corporate actions. Lack of recent buying activity tempers the bullish signal, but stated flexibility to add or dispose leaves the door open for market-moving trades. From a portfolio standpoint, the filing neither alters cash-flow forecasts nor capital structure today, keeping the risk-reward profile largely unchanged until further actions are disclosed.

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

Friends Investment Company 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

MARSHALL ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 216,208.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 216,208.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

216,208.00

12

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

13

Percent of class represented by amount in Row (11)

7.7 %

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 Friends Investment Company Inc., a Marshall Islands corporation ("Friends Investment Company") or ("Reporting Person").
(b)	The address of the principal place of business of Friends Investment Company 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 Friends Investment Company is set forth below. The business address of each director and executive officer is 4 Messogiou & Evropis St., 151 24 Maroussi, Greece, as noted below. Aristides P. Pittas - President/Director. His principal occupation is serving as Vice Chairman of the Issuer. 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 - Treasurer/Secretary/Director. His principal occupation is serving as the Secretary and Treasurer of Eurobulk Ltd. Emmanuel J. Pittas - Director. His principal occupation is serving as Vice President of Eurobulk Ltd. Markos Vasilikos - Director. His principal occupation is serving as the Managing Director 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 Friends Investment Company is set forth below. Mr. Aristides P. Pittas is a citizen of Greece. 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. Mr. Markos Vasilikos is a citizen of Greece.
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 P. Pittas serves as the President and as a Director of Friends Investment Company and is the Vice Chairman and a Class B Director of the Issuer. Aristides J. Pittas serves as the Vice President and as a Director of Friends Investment Company, and is the Chairman, President, Chief Executive Officer and a Class A Director of the Issuer. Both Aristides P. Pittas and Aristides J. Pittas therefore regularly engage 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, Friends Investment Company may be deemed to be the beneficial owner of 216,208 Shares, constituting 7.7% of the Shares, based upon 2,816,615 Shares outstanding.
(b)	Friends Investment Company has the sole power to vote or direct the vote of 216,208 Shares and the shared power to vote or direct the vote of 0 Shares. Friends Investment Company has the sole power to dispose or direct the disposition of 216,208 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 Person does 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.

Friends Investment Company Inc.

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

FAQ

How many Euroholdings (EHLD) shares does Friends Investment Company own?

Friends Investment Company owns 216,208 common shares, representing 7.7 % of the outstanding stock.

What event triggered this Schedule 13D filing for EHLD?

The filing stems from the 17 March 2025 spin-off in which Euroseas Ltd. distributed Euroholdings shares to its shareholders.

Do the reporting persons plan to buy more EHLD shares?

They state they may acquire additional shares or dispose of some or all holdings in various transaction types but give no specific plan.

Are the reporting persons involved in Euroholdings management?

Yes. Aristides P. Pittas is Vice-Chairman and Aristides J. Pittas is Chairman, President & CEO of Euroholdings as well as directors of the reporting entity.

Were any recent transactions in EHLD shares disclosed besides the spin-off?

No. The filing states that no transactions occurred in the past 60 days other than the spin-off allocation.