SCHEDULE: Heidmar Maritime Holdings: Major Shareholder Ownership Update

Rhea Marine Ltd. and Pankaj Khanna updated their beneficial ownership in Heidmar Maritime Holdings, collectively holding approximately 45% of outstanding shares, with a potential group ownership reaching nearly 90%.

Summary

• Rhea Marine Ltd. and Pankaj Khanna filed an Amendment No. 1 to their Schedule 13D regarding their beneficial ownership in Heidmar Maritime Holdings Corp.
• As of November 17, 2025, Rhea Marine Ltd. beneficially owns 26,238,379 Common Shares, representing approximately 44.9% of the Issuer's outstanding shares.
• Pankaj Khanna beneficially owns 26,302,613 Common Shares, representing approximately 45.0% of the Issuer's outstanding shares.
• Pankaj Khanna's holdings include 64,234 Common Shares held directly, comprising 8,334 shares from an equity incentive program and 55,900 shares purchased on the open market at an average price of $1.30 per share.
• The Issuer had 58,396,233 Common Shares outstanding as of November 12, 2025, based on a Form 6-K filing.
• A Shareholders Agreement may cause Rhea and Maistros to be deemed to have formed a Section 13(d) group, which would beneficially own an aggregate of 52,476,758 Common Shares, representing approximately 89.9% of the issued and outstanding Common Shares and total voting power.

Sentiment

Score: 5

Explanation: The filing is a factual disclosure of beneficial ownership changes, which is generally neutral. The insider buying by Pankaj Khanna offers a slight positive signal, but the overall sentiment remains neutral as it does not contain operational or financial performance updates.

Positives

• Pankaj Khanna, a reporting person, demonstrated confidence by purchasing 55,900 Common Shares on the open market at an average price of $1.30 per share.

Risks

• The potential formation of a Section 13(d) group between Rhea and Maistros could result in beneficial ownership of approximately 89.9% of the Issuer's common shares, indicating a highly concentrated control structure.
• High concentration of ownership by a single group could limit the influence of other shareholders on corporate decisions and strategic direction.

Future Outlook

This filing primarily details changes in beneficial ownership and does not provide specific forward-looking statements or guidance regarding the company's operational or financial performance.

Management Comments

• Pankaj Khanna was awarded 8,334 Common Shares as part of the Company's equity incentive program and purchased 55,900 Common Shares on the open market at an average price of $1.30 per share.

Industry Context

This filing is a regulatory disclosure of significant ownership changes within Heidmar Maritime Holdings Corp., a company in the maritime sector. While it doesn't directly address broader industry trends, significant ownership concentration can influence a company's strategic direction and competitive positioning within its industry.

Corporate Governance

Related Party Transactions

• Pankaj Khanna, a reporting person, received 8,334 Common Shares as part of the Company's equity incentive program.
• Pankaj Khanna purchased 55,900 Common Shares on the open market at an average price of $1.30 per share.

Stakeholder Impact

• Shareholders: The high concentration of beneficial ownership, particularly the potential 89.9% control by a Section 13(d) group, could significantly impact the voting power and influence of other shareholders.
• Management: The significant ownership by Rhea Marine Ltd. and Pankaj Khanna, and the potential group, suggests strong oversight and influence over management decisions and strategic initiatives.

Key Dates

Keywords

Heidmar Maritime Holdings Corp., Rhea Marine Ltd., Pankaj Khanna, Schedule 13D, Beneficial Ownership, Common Stock, Shareholder Group, Corporate Governance, Insider Buying