Heidmar Maritime Holdings (NASDAQ: HMR) resale up to 11.08M shares
Rhea-AI Filing Summary
Heidmar Maritime Holdings Corp. files a prospectus supplement updating a resale registration for up to 11,080,332 common shares to be resold from time to time by B. Riley Principal Capital II, LLC. The supplement, dated March 24, 2026, supplements the Prospectus dated June 20, 2025 and cites the company’s fourth quarter and full-year 2025 results, including $25.1 million of revenue in Q4 2025 and $55.9 million for the year. The supplement notes net loss from continuing operations of $4.0 million in Q4 2025 and $8.6 million for the year, and discloses weighted average common shares outstanding of 58,400,371 for the quarter.
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Insights
Resale registration updates resale mechanics; standard disclosure practice.
The prospectus supplement registers up to 11,080,332 common shares for resale by a selling holder, introduced as a supplement to the prospectus dated June 20, 2025. The filing reiterates the offering is a resale by B. Riley Principal Capital II, LLC and therefore proceeds will flow to the selling holder rather than the issuer.
Key qualifiers in the supplement are literal: sales are "from time to time" and the supplement replaces inconsistent Prospectus language. Timing and distribution methods are those typical of resale programs; the document does not change registration mechanics or attach new issuer-side conditions.
Operational ramp drove revenue growth in 2025 but company remained loss-making on a GAAP basis.
Reported total revenues were $25.1 million for Q4 2025 and $55.9 million for the year, attributed to an increased number of chartered vessels (nine in 2025 versus two in 2024). GAAP net loss from continuing operations was $4.0 million in Q4 and $8.6 million for the year.
Cash and balance-sheet context: cash of $18.6 million and total assets of $71.2 million as of December 31, 2025. Subsequent disclosures will show whether revenue scale translates to sustainable profitability or requires additional capital actions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What does the prospectus supplement for Heidmar (HMR) register?
It registers the resale of up to 11,080,332 common shares to be sold "from time to time" by B. Riley Principal Capital II, LLC, as stated in the supplement dated March 24, 2026.
Will Heidmar receive proceeds from the registered resale?
No. The supplement describes a resale by a selling holder, indicating the proceeds from sales would go to the selling holder rather than the company, per the prospectus language.
What were Heidmar’s reported revenues for Q4 and full-year 2025?
Heidmar reported total revenues of $25.1 million for the three months ended December 31, 2025 and $55.9 million for the year ended December 31, 2025, driven by increased charter activity.
What net losses did Heidmar report for 2025?
Net loss from continuing operations attributable to shareholders was $4.0 million for Q4 2025 and $8.6 million for the year ended December 31, 2025, as disclosed in the supplement.
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-287869
Prospectus Supplement No. 5
(To Prospectus Dated June 20, 2025)
Heidmar Maritime Holdings Corp.
Up to 11,080,332 Common Shares
This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June 20, 2025 (as
supplemented to date, the “Prospectus”) with the information contained in our report on Form 6-K, filed with the Securities and 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 Principal Capital 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 not be
delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the
information in the 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 last reported 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
described in the section titled “Risk Factors” beginning on page 14 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.
None of the U.S. Securities and Exchange Commission or any state securities commission has approved or disapproved of
the securities or determined if this prospectus supplement or the Prospectus is accurate or adequate. Any representation to the contrary 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 loss per 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 $25.1 million for the
three months ended December 31, 2025, compared to $5.3 million for the three months ended December 31, 2024. The increase of $19.8 million is mainly attributable to the increased number of vessels 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 charter operations in April 2025, with the number of vessels during the fourth quarter of 2025 being eight
compared to one during the fourth quarter of 2024. Net loss from continuing operations attributable to shareholders was $4.0 million or $0.07 loss per share. General and administration expenses were $5.2 million for the three 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 and costs incurred in 2025 related to the Company being a public company
following its listing on the Nasdaq.
YEAR ENDED 2025 RESULTS COMPARED TO YEAR ENDED 2024
Total revenues, earned from commissions, management fees and voyage and time charter hire, were $55.9 million for the
year ended December 31, 2025, up $27.0 million from $28.9 million in the same period of 2024. This growth was primarily due to the increased number of vessels that commenced short-term spot and time charter voyages mostly during the second half of
2025 and the revenues earned from the PSV ACE Supplier, which commenced its charter operations in April 2025, with the number of vessels during the year ended December 31, 2025 being nine compared to two during the corresponding period in 2024. Net
loss from continuing operations attributable to shareholders was $8.6 million or $0.15 loss per share. General and administration expenses were $18.5 million for the year ended December 31, 2025, compared to $12.9 million for the year ended December
31, 2024. The increase of $5.6 million is mainly attributable to the amortization of the stock-based compensation, the bonus awarded to certain executives and costs incurred in 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 mutually
terminated in accordance with the terms therein. The deposit of $2,525,000 was returned to the Company, and there was no financial impact to the Company.
|
| • |
Under the purchase agreement with B. Riley Principal Capital II LLC (BRPC II) announced in June 2025, the Company as of December 31, 2025, had issued and sold 215,272 shares
at a gross average price of $1.26 per share, generating net proceeds of approximately $270,967. During the fourth quarter ended December 31, 2025, the Company issued and sold 13,590 shares at a gross average price of $1.11 per share,
generating net proceeds of approximately $15,028.
|
Fleet Developments:
| o |
Two MR2 newbuild tankers: Two newbuilding MR2 tankers, constructed at a leading Korean shipyard commenced employment following delivery under a time charter of
approximately two years at a rate of approximately $23,000 per day. The ships joined Heidmar’s technically and commercially managed fleet in February 2026. Both ships have been employed profitably in the short-term period market.
|
| o |
One MR2 tanker vessel: One MR2 tanker joined Heidmar’s commercially managed fleet in January 2026.
|
| o |
One VLCC tanker newbuilding: A state-of-the-art VLCC tanker, built at a leading Chinese shipyard, joined Heidmar’s commercially managed fleet in late February 2026.
|
| o |
One Suezmax tanker newbuilding: A state-of-the-art Suezmax tanker, built at a leading Chinese shipyard, joined Heidmar’s fleet under commercial management in March 2026.
|
Forward-Looking Statements
This release contains certain forward-looking statements within the meaning of the federal securities laws with respect
to the Company. All statements other than statements of historical facts contained in this press release, including statements regarding the Company’s future results of operations and financial position, business strategy, prospective costs, timing
and likelihood of success, plans and objectives of management for future operations, future results of current and anticipated operations of Heidmar are forward-looking statements. These forward- looking statements generally are identified by the
words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions.
The forward-looking statements in this press release are based upon various assumptions, many of which are based, in
turn, upon further assumptions, including without limitation, Company management’s examination of historical operating trends, data contained in the Company’s records and other data available from third parties. Although the Company believes that
these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies that are difficult or impossible to predict and are beyond the Company’s control, the Company cannot assure
you that it will achieve or accomplish these expectations, beliefs or projections.
In addition to these important factors, other important factors that, in the Company’s view, could cause actual results
to differ materially from those discussed in the forward-looking statements include unforeseen liabilities, expansion and growth of the Company’s operations, the failure of counterparties to fully perform their contracts with the Company, the
strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for tanker, container or PSV vessel capacity, changes in the Company’s operating expenses, demand for
the Company’s managed fleet, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future
litigation, general international geopolitical conditions and conflicts, potential disruption of shipping routes due to accidents or political events, vessel breakdowns and instances of off-hires, and other factors. Please see the Company’s filings
with the U.S. Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties.
Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted
or quantified and some of which are beyond the Company’s control, you should not rely on these forward-looking statements as predictions of future events. Forward- looking statements speak only as of the date they are made. Readers are cautioned not
to put undue reliance on forward-looking statements, and except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or
otherwise. The Company does not give any assurance that it will achieve its expectations.
HEIDMAR MARITIME HOLDINGS CORP. FINANCIAL TABLES
Explanatory Note
On February 20, 2025, the common shares of Heidmar Maritime Holdings Corp. (the “Company”) commenced trading on the Nasdaq Capital Market,
or Nasdaq, under the symbol “HMR” through a business combination transaction involving Heidmar Inc. (“HMI”) and MGO Global Inc. (“MGO”), a Nasdaq-listed company. The Company and HMI are entities under common control. Pursuant to U.S. generally
accepted accounting principles (“U.S. GAAP”), this transaction is accounted for as a business acquisition, with Heidmar Inc. being the accounting acquirer and MGO the acquired entity.
Accordingly, the historical interim financial information of Heidmar Inc. has been carried forward as the historical interim financial
information of the Company. The interim financial information for the three-month and twelve-month periods ended December 31, 2025, includes the results of operations and financial position of Heidmar Maritime Holdings Corp. and its subsidiaries,
Heidmar Inc. and MGO.
Comparative interim financial information for the three-month and twelve-month periods ended December 31, 2024, reflects only the
historical financial results of Heidmar Inc., the accounting acquirer. The results of MGO for the comparative period are not presented within the comparative financial information, as MGO is accounted for as the acquired entity and its historical
interim financial information does not constitute the predecessor interim financial information of the Company. The Company consolidates MGO from the date of acquisition.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in U.S. dollars)
|
Three months ended
|
Year ended
|
|||||||||||||||
|
December 31,
|
December 31,
|
|||||||||||||||
|
2025
|
2024
|
2025
|
2024
|
|||||||||||||
|
Revenues:
|
||||||||||||||||
|
Trade revenues
|
3,698,154
|
2,002,588
|
12,331,723
|
13,098,942
|
||||||||||||
|
Voyage and time charter revenues
|
21,381,999
|
3,311,971
|
43,520,135
|
15,180,700
|
||||||||||||
|
Syndication income
|
-
|
-
|
-
|
670,231
|
||||||||||||
|
Total revenues
|
25,080,153
|
5,314,559
|
55,851,858
|
28,949,873
|
||||||||||||
|
Expenses/ (Income):
|
||||||||||||||||
|
Voyage expenses
|
685,267
|
-
|
2,692,965
|
610,292
|
||||||||||||
|
(Gain)/ loss on inventories
|
(122,967
|
)
|
101,756
|
(305,600
|
)
|
101,756
|
||||||||||
|
Operating lease, charter-in and other expenses
|
23,292,622
|
2,915,165
|
43,546,230
|
13,364,229
|
||||||||||||
|
Gain on disposal of subsidiary
|
-
|
-
|
(61,130
|
)
|
-
|
|||||||||||
|
General and administrative expenses
|
5,176,994
|
3,347,588
|
18,540,542
|
12,899,599
|
||||||||||||
|
Depreciation and amortization
|
18,497
|
10,987
|
76,467
|
60,546
|
||||||||||||
|
Total expenses, net
|
29,050,413
|
6,375,496
|
64,489,474
|
27,036,422
|
||||||||||||
|
Net (loss)/income from continuing operations
|
(3,970,260
|
)
|
(1,060,937
|
)
|
(8,637,616
|
)
|
1,913,451
|
|||||||||
|
Net loss from discontinued operations
|
-
|
-
|
(13,923,516
|
)
|
-
|
|||||||||||
|
Net (loss)/income
|
(3,970,260
|
)
|
(1,060,937
|
)
|
(22,561,132
|
)
|
1,913,451
|
|||||||||
|
Net (loss)/income from continuing operations per:
|
||||||||||||||||
|
Common share, basic and diluted
|
(0.07
|
)
|
(0.02
|
)
|
(0.15
|
)
|
0.03
|
|||||||||
|
Net loss from discontinued operations per:
|
||||||||||||||||
|
Common share, basic and diluted
|
-
|
-
|
(0.24
|
)
|
-
|
|||||||||||
|
Net (loss)/income per:
|
||||||||||||||||
|
Common share, basic and diluted
|
(0.07
|
)
|
(0.02
|
)
|
(0.39
|
)
|
0.03
|
|||||||||
|
Weighted average shares outstanding:
|
||||||||||||||||
|
Common shares, basic and diluted
|
58,400,371
|
57,123,798
|
58,203,129
|
57,123,798
|
||||||||||||
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET DATA
(in U.S. Dollars)
|
December 31, 2025
|
December 31, 2024
|
|||||||
|
(unaudited)
|
(audited)
|
|||||||
|
ASSETS
|
||||||||
|
Cash and cash equivalents
|
18,648,537
|
20,029,506
|
||||||
|
Other current assets
|
7,795,973
|
10,222,269
|
||||||
|
Investment in joint venture
|
-
|
1,569,573
|
||||||
|
Other non-current assets
|
44,755,156
|
6,300,148
|
||||||
|
Total assets
|
71,199,666
|
38,121,496
|
||||||
|
LIABILITIES AND STOCKHOLDERS’EQUITY
|
||||||||
|
Accounts payable and accruals
|
4,168,821
|
1,730,308
|
||||||
|
Payable to shareholder
|
-
|
5,239,219
|
||||||
|
Other liabilities
|
56,321,859
|
12,936,559
|
||||||
|
Total stockholders’ equity
|
10,708,986
|
18,215,410
|
||||||
|
Total liabilities and stockholders’ equity
|
71,199,666
|
38,121,496
|
||||||
OTHER FINANCIAL DATA (unaudited)
(in U.S. Dollars)
|
Year ended December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Net cash provided by operating activities from continuing operations
|
13,234,808
|
6,759,303
|
||||||
|
Net cash used in investing activities from continuing operations
|
(5,043,747
|
)
|
(4,027,411
|
)
|
||||
|
Net cash used in financing activities from continuing operations
|
(9,487,692
|
)
|
(1,525,185
|
)
|
||||
|
Net cash used in operating activities from discontinued operations
|
(883,550
|
)
|
-
|
|||||
|
Net cash provided by investing activities from discontinued operations
|
883,550
|
-
|
||||||
NON-GAAP FINANCIAL MEASURES
Reconciliation of Net (loss)/income from continuing operations to Adjusted EBITDA (unaudited)
(in U.S. Dollars)
|
Three months ended
December 31, |
Year ended
December 31, |
|||||||||||||||
|
2025
|
2024
|
2025
|
2024
|
|||||||||||||
|
Net (loss)/income from continuing operations
|
(3,970,260
|
)
|
(1,060,937
|
)
|
(8,637,616
|
)
|
1,913,451
|
|||||||||
|
Interest and finance (income)/cost, net
|
(48,162
|
)
|
222,161
|
(268,183
|
)
|
1,403,975
|
||||||||||
|
Depreciation and amortization
|
18,497
|
10,987
|
76,467
|
60,546
|
||||||||||||
|
EBITDA
|
(3,999,925
|
)
|
(827,789
|
)
|
(8,829,332
|
)
|
3,377,972
|
|||||||||
|
Stock-based compensation
|
649,342
|
-
|
4,962,819
|
-
|
||||||||||||
|
Non-cash expense relating to the fair value of earnout shares
|
-
|
-
|
3,917,767
|
-
|
||||||||||||
|
-
|
||||||||||||||||
|
Adjusted EBITDA
|
(3,350,583
|
)
|
(827,789
|
)
|
51,254
|
3,377,972
|
||||||||||
Adjusted EBITDA reconciliation:
Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") represent net (loss)/income from continuing
operations before interest and finance (income)/ costs, net, depreciation and amortization and income taxes, if any, during a period. EBITDA is not a recognized measurement under U.S. GAAP. Adjusted EBITDA represents EBITDA further adjusted to
exclude stock-based compensation and the non-cash expense relating to the fair value of the earnout shares which the Company believes are not indicative of the ongoing performance of its core operations. We present EBITDA and Adjusted EBITDA as we
believe that these measures are useful to investors as a widely used means of evaluating operating profitability. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the
Company’s performance. Adjusted EBITDA has certain limitations in use and should not be considered an alternative to net income/(loss), cash flow from operating activities or any other measure of financial performance presented in accordance with
U.S. GAAP. Adjusted EBITDA excludes some, but not all, items that affect net income/(loss).EBITDA and Adjusted EBITDA as presented here may not be comparable to similarly titled measures presented by other companies. These non-GAAP measures should
not be considered in isolation from, as a substitute for, or superior to, financial measures prepared in accordance with U.S. GAAP.
Reconciliation of Net (loss)/income from continuing operations to Adjusted Net (loss)/income from continuing operations) (unaudited)
(in U.S. Dollars)
|
Three months ended
December 31, |
Year ended
December 31, |
|||||||||||||||
|
2025
|
2024
|
2025
|
2024
|
|||||||||||||
|
Net (loss) / income from continuing operations
|
(3,970,260
|
)
|
(1,060,937
|
)
|
(8,637,616
|
)
|
1,913,451
|
|||||||||
|
Non-cash expense relating to the fair value of earnout shares
|
-
|
-
|
3,917,767
|
-
|
||||||||||||
|
Stock-based compensation
|
649,342
|
-
|
4,962,819
|
-
|
||||||||||||
|
Adjusted net (loss)/income from continuing operations attributable to shareholders
|
(3,320,918
|
)
|
(1,060,937
|
)
|
242,970
|
1,913,451
|
||||||||||
|
Weighted-average number of shares outstanding
|
58,400,371
|
57,123,798
|
58,203,129
|
57,123,798
|
||||||||||||
|
Adjusted net (loss)/ income from continuing operations per share attributable to shareholders
|
(0.06
|
)
|
(0.02
|
)
|
0.004
|
0.03
|
||||||||||
Heidmar considers Adjusted net (loss)/income from continuing operations to represent net (loss)/income before certain non-cash items,
including the loss on the fair value of the earnout shares and amortization of stock-based compensation. We have included adjustments for these items because we believe they assist our management and investors by increasing the comparability of the
Company's fundamental performance from period to period by excluding the potentially disparate effects these items may have from period-to-period. Our presentation of Adjusted net (loss)/income from continuing operations should not be construed as an
inference that our future results will be unaffected by unusual or non-recurring items. Adjusted net (loss)/income from continuing operations per share attributable to shareholders equals Adjusted net (loss)/income from continuing operations per
share attributable to shareholders divided by the weighted average number of shares outstanding during the period. Adjusted net (loss)/income from continuing operations and adjusted net (loss)/income from continuing operations per share do not
represent and should not be considered as an alternative to net (loss)/income from continuing operations and net (loss)/income from continuing operations per share, as determined by GAAP. The Company's definition of Adjusted net (loss)/income from
continuing operations may not be the same as that used by other companies in shipping or other industries. Adjusted net (loss)/income from continuing operations is not adjusted for all non-cash income and expense items that are reflected in our
statement of cash flows.