Republic of the Marshall Islands  (State or other jurisdiction of incorporation or organization)

​

​

4412  (Primary Standard Industrial Classification Code Number)

​

​

N/A  (I.R.S. Employer Identification No.)

Seward & Kissel LLP Attention: Edward S. Horton One Battery Park Plaza New York, New York 10004 (212) 574-1200

Edward S. Horton, Esq. Seward & Kissel LLP One Battery Park Plaza New York, NY 10004 (212) 574-1200

​

Barry L. Grossman, Esq. Matthew Bernstein, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 (212) 370-1300

​		Per Unit				Total
Initial public offering price		$				$
Underwriting discounts and commissions(1)		$				$
Proceeds to the Company, before expenses		$				$

(1)

The underwriters shall receive an underwriting discount of up to 7% per Unit for sales to investors in this offering. We have agreed that Maxim Group LLC (“Maxim” or the “representative”), or its designees, will also receive warrants to purchase a number of common shares that is equal to 5.0% of the aggregate number of Units sold in this offering (up to       common shares, or up to       common shares if the underwriters exercise the over-allotment option in full), at an exercise price per share equal to 120% of the initial public offering price (the “Representative Warrants”). The Representative Warrants will be non-exercisable for six (6) months from the commencement of sales of the offering and will expire three (3) years after such date. The Representative Warrants and the common shares issuable upon exercise of the Representative Warrants are also being registered under the registration statement of which this prospectus forms a part. We have also agreed to reimburse the underwriters for certain expenses. We refer you to the section entitled “Underwriting” of this prospectus for additional information regarding total compensation and other items of value payable to the underwriters.

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exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley;

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exemption from new or revised financial accounting standards applicable to public companies until such standards are also applicable to private companies; and

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exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and financial statements.

		The Offering
Issuer		OCEANDRIVER INC.
Securities Offered by Us		Units, each Unit consisting of one common share and one Warrant to purchase one common share.   The Units will not be certificated or issued in stand-alone form. The common shares and the Warrants comprising the Units are immediately separable upon issuance and will be issued separately in this offering.
Option to purchase additional Units		We have granted the underwriters an option for a period of 45 days to purchase up to        additional common shares and/or up to     additional Warrants.
Common shares to be outstanding immediately after this offering		common shares (or       common shares if the underwriters exercise their option to purchase additional common shares in full) (in each case, assuming no exercise of the Warrants).
Description of Warrants		Each Warrant will be immediately exercisable upon issuance, subject to certain beneficial ownership limitations, at an initial exercise price of $      per common share ([110]% of the public offering price of each Unit in this offering) and will expire one year after the issuance date. The Warrants include a cash redemption right in the event that the Company sells, enters into an agreement to sell, or grants any option to purchase, or sells, enters into an agreement to sell, or grants any right to reprice, or otherwise disposes of or issues (or announces any offer, sale, grant or any option to purchase or other disposition) any common shares, at an effective price per share less than $     (such issuances collectively, a “Dilutive Issuance”), at any time within nine months after the issuance date. The Warrants are also subject to certain customary exercise price adjustments   For more information regarding the Warrants, you should carefully read the section titled “Description of the Warrants” in this prospectus
Use of proceeds		We estimate that we will receive net proceeds of approximately $     million from this offering (or approximately $     million if the underwriters’ option to purchase additional common shares and Warrants is exercised in full), in each case after deducting underwriting discounts and commissions and estimated expenses payable by us. These estimates are based on an assumed initial public offering price of $     per Unit, which is the mid-point of the price range set forth on the cover of this prospectus, and an estimated underwriting discount of 7% per Unit. We intend to use the net proceeds of this offering (including net proceeds received from any exercise of the underwriters’ option) for general corporate purposes, including any future vessel acquisitions.    At this time, we have not specifically identified any vessels to acquire, nor have we identified a material single use for which we intend to use the net proceeds. The occurrence of unforeseen events or changed business conditions could result in the application of the net proceeds of this offering in a manner other than as described above.
Dividends		We expect to pay regular quarterly cash dividends on our common shares during the one-year period following our initial public offering, beginning with the dividend payable in [•] for the operations of our fleet for the [•] quarter ending [•], in an aggregate amount of approximately $[•] for the year, which amount may be changed or terminated in the future at any time and for any reason without advance notice. The holders of our Series B Preferred Shares do not have the right to participate, on an as-converted basis or otherwise, in regular cash dividends declared and paid on our common shares, and only have a right to biannual dividends pursuant to the Statement of Designation of the Series B Preferred Shares as described elsewhere in this prospectus. Holders of our Series A Preferred Shares do not have a right to participate, on an as-converted basis or otherwise, in regular cash dividends declared and paid on our common shares. The declaration and payment of dividends on our common shares is subject at all times to the discretion of our Board of Directors. Dividends on our Series B Preferred Shares are paid when, as and if declared by our Board of Directors, but are cumulative and accrue whether or not declared by our Board of Directors. The timing and amount of dividends, if any, depends on, among other things, our earnings, financial condition, cash requirements and availability, fleet renewal and expansion plans, restrictions in future loan agreements, the laws of the Republic of the Marshall Islands, the  laws of the Republic of Liberia, where our subsidiary is currently incorporated, the laws of the countries where future subsidiaries may be incorporated, and overall market conditions. We cannot assure you that we will declare or pay any dividends. Our dividend policy is not reflected in any written policies of the Company. See “Dividend Policy.”
Representative Warrants		We have agreed to issue to Maxim, or its designees, Representative Warrants to purchase a number of common shares equal to 5.0% of the aggregate number of Units sold in this offering (up to      common shares, or up to      common shares if the underwriters exercise the over-allotment option in full), at an exercise price per share equal to 120% of the initial public offering price. The Representative Warrants and the common shares issuable upon exercise of the Representative Warrants are also being registered under the registration statement of which this prospectus forms a part.
		The Representative Warrants will be non-exercisable for six (6) months from the commencement of sales of the offering and will expire three (3) years after such date.
Listing		We have reserved the symbol “OYES” and “[•]” for the purpose of listing our common shares and Warrants on the Nasdaq Capital Market (“Nasdaq”). This offering is contingent upon the final approval from Nasdaq for the listing of our common shares and Warrants. We will not consummate this offering if Nasdaq denies our listing application. As such, this offering may not close and our common shares and Warrants may not be approved for trading on the Nasdaq Capital Market.
Risk factors		An investment in our securities involves substantial risks. You should read this prospectus carefully, including the section entitled “Risk Factors” and the financial statements and the related notes to those statements included elsewhere in this prospectus before investing in our securities.

•

decrease in available financing for vessels;

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no active secondhand market for the sale of vessels;

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decrease in demand for dry bulk vessels and limited employment opportunities;

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charterers seeking to renegotiate the rates for existing time charters;

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loan covenant defaults in the shipping industry; and

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declaration of bankruptcy by some operators, charterers and vessel owners.

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the number of newbuilding orders and deliveries, including delays in vessel deliveries;

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the number of shipyards and their ability to deliver vessels;

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potential disruption, including supply chain disruptions, of shipping routes due to accidents or political events;

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scrapping and recycling rate of older vessels;

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vessel casualties;

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the price of steel and vessel equipment;

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product imbalances (affecting the level of trading activity) and developments in international trade;

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the number of vessels that are out of service, namely those that are laid-up, drydocked, awaiting repairs or otherwise not available for hire;

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vessels’ average speed;

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technological advances in vessel design and capacity;

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availability of financing for new vessels and shipping activity;

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the imposition of sanctions;

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changes in national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage;

•

changes in environmental and other regulations that may limit the useful life of vessels;

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port or canal congestion; and

•

changes in market conditions, including political and economic events, wars (including the ongoing conflict between Russia and Ukraine and between Israel and Hamas, the recent conflict between Iran and Israel or the Houthi crisis in the Red Sea), acts of terrorism, natural disasters (including diseases, epidemics and pandemics) and changes in interest rates or inflation rates.

•

crew strikes and/or boycotts;

•

acts of God;

•

the damage to or destruction of vessels ;

•

terrorism, piracy or other detentions;

•

environmental accidents;

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cargo and property losses or damage; and

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business interruptions caused by mechanical failure, grounding, fire, explosions and collisions, human error, war, terrorism, political action in various countries, labor strikes or adverse weather conditions and other circumstances or events.

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Adoption of mandatory data collection system: At MEPC 70 in October 2016, a mandatory data collection system, or the IMO DCS, was adopted which requires vessels above 5,000 gross tons to report consumption data for fuel oil, hours under way and distance travelled. This DCS covers any maritime activity carried out by ships, including dredging, pipeline laying, ice-breaking, fish-catching and off-shore installations. The data is annually reported to the flag state which issues a statement of compliance to the relevant vessel. MEPC 79 adopted additional amendments to Annex VI to revise the DCS and reporting requirements in connection with the implementation of the Energy Efficiency Existing Ship Index, or EEXI, and carbon intensity indicator framework, which amendments became effective on May 1, 2024.

•

Amendments to MAPROL Annex VI requiring ships to reduce their greenhouse gas emissions. Effective from January 1, 2023, the Revised Annex VI to the IMO International Convention for the Prevention of Pollution from Ships of 1973, as from time to time amended, generally referred to as MARPOL, includes carbon intensity measures, which cover certain requirements for vessels to calculate their EEXI following technical means to improve their energy efficiency and to establish their annual operational carbon intensity indicator and rating.

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Net zero greenhouse emissions in the EU by 2050. In 2021, the EU adopted a European Climate Law (Regulation (EU) 2021/1119), establishing the aim of reaching net zero greenhouse gas emissions in the EU by 2050, with an intermediate target of reducing greenhouse gas emissions by at least 55% by 2030, compared to 1990 levels. In July 2021, the European Commission launched the “Fit for 55” to support the climate policy agenda. As of January 2018, large ships calling at EU ports have been required to collect and publish data on carbon dioxide emissions and other information.

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Maritime ETS scheme became effective in January 2024. On January 1, 2024 the EU Emissions Trading Scheme, or the ETS, for ships sailing into and out of EU ports, came into effect, and the FuelEU Maritime Regulation went into effect in January 2025. The ETS is to apply gradually over the period from 2024 to 2026. 40% of allowances would have to be surrendered in 2025 for the year 2024; 70% of allowances would have to be surrendered in 2026 for the year 2025; and 100% of allowances would have to be surrendered in 2027 for the year 2026. Compliance is to be on a company wide (rather than per ship) basis and “shipping company” is defined widely to capture both the ship owner and any contractually appointed commercial operator/ship manager/bareboat charterer who assumes responsibility for full compliance under the ETS and under the ISM Code. If the latter contractual arrangement is entered into this needs to be reflected in a certified mandate signed by both parties and presented to the administrator of the scheme. The cap under the ETS would be set by taking into account EU MRV system emissions data for the years 2018 and 2019, adjusted, from year 2021 and is to capture 100% of the emissions from intra-EU maritime voyages; 100% of emissions from ships at berth in EU ports and 50% of emissions from voyages which start or end at EU ports (but the other destination is outside the EU). Furthermore, the newly passed EU Emissions Trading Directive 2023/959/EC makes clear that all maritime allowances would be auctioned and there will be no free allocation. 78.4 million emissions allowances are to be allocated specifically to maritime. If we do not receive allowances from our charterers, we will be forced to purchase allowances from the market, which can be costly if our charterers do not compensate us for such cost, especially if other shipping companies are similarly looking to do the same. New systems, including personnel, data management systems, costs recovery mechanisms, revised service agreement terms and emissions reporting procedures will have to be put in place, at significant cost, to prepare for and manage the administrative aspect of ETS compliance. The cost of compliance, and of our future EU emissions and costs to purchase an allowance for emissions (if we must purchase in order to comply) are unknown and difficult to predict, and are based on a number of factors, including the size of our fleet, our trips within and to and from the EU, and the prevailing cost of allowances.

•

general economic and market conditions affecting the shipping industry, including changes in global dry cargo commodity demand and supply;

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prevailing levels of charter rates;

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competition from other shipping companies;

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sophistication and condition of the vessels;

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advances in vessel efficiency and technology;

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where the vessel was built, as-built specifications and subsequent modifications and improvements;

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lifetime maintenance record;

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supply and demand for vessels;

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types, sizes, and age of vessels;

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number of upcoming newbuilding deliveries;

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the cost to order and construct a new vessel;

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number of vessels scrapped or otherwise removed from the world fleet;

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the scrap value of vessels;

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changes in governmental, environmental and other regulations that may limit the useful life of vessels;

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decreased costs and increases in use of other modes of transportation;

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global economic or pandemic-related crises;

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ability of willing buyers to access financing and capital; and

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the cost of retrofitting or modifying existing ships to respond to technological advances in vessel design or equipment, changes in applicable governmental, environmental or other regulations or standards, or otherwise.

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generate excess cash flow so that we can invest without jeopardizing our ability to cover current and foreseeable working capital needs, including debt service obligations, if any;

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finance our operations;

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identify and acquire suitable vessels;

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identify and consummate corporate acquisitions or joint ventures;

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integrate any acquired businesses or vessels, including those operating in sectors in which we do not currently operate, successfully with our existing operations;

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access qualified personnel and crew to manage and operate our growing business and fleet; and

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expand our customer base, including in new sectors.

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continue to operate our vessel, or future vessels we may own, and service our customers;

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renew existing charters upon their expiration;

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secure new charters;

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obtain insurance on commercially acceptable terms;

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maintain satisfactory relationships with our customers and suppliers; and

•

successfully execute our growth strategy.

•

our existing common shareholders’ proportionate ownership interest in us will decrease;

•

the amount of cash available for dividends payable per common share, if any, may decrease;

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the relative voting strength of each previously outstanding common share may be diminished; and

•

the market price of our common shares may decline.

•

seasonal variations in our results of operations;

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changes in market valuations of similar companies and stock market price and volume fluctuations generally;

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changes in earnings estimates or the publication of research reports by analysts;

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speculation in the press or investment community about our business or the shipping industry generally;

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strategic actions by us or our competitors such as acquisitions or restructurings;

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the potentially thin trading market for our common shares, which may render them illiquid;

•

regulatory developments;

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additions or departures of key personnel;

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general market conditions;

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systemic risks; and

•

domestic and international economic, market and currency factors unrelated to our performance.

•

authorize our Board of Directors to issue “blank check” preferred stock without shareholder approval, including preferred shares with superior voting rights, such as the Series A Preferred Shares;

•

provide for a classified Board of Directors with staggered, three-year terms;

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permit the removal of any director only for cause upon the affirmative vote of not less than two-thirds of the outstanding shares of our capital stock entitled to vote for such director;

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prohibit shareholder action by written consent unless the written consent is signed by all shareholders entitled to vote on the action;

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limit the persons who may call special meetings of shareholders; and

•

establish advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted on by shareholders at meetings of shareholders.

•

changes in shipping industry trends, including charter rates, vessel values and factors affecting vessel supply and demand;

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changes in seaborne and other transportation patterns;

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changes in the supply of or demand for dry bulk commodities, including dry bulk commodities carried by sea, generally or in particular regions;

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changes in the number of newbuildings under construction in the dry bulk shipping industry;

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the aging of our fleet and increases in operating costs;

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changes in our ability to complete future, pending or recent acquisitions or dispositions;

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changes to our financial condition and liquidity, including our ability to pay amounts that we owe and obtain additional financing to fund capital expenditures, acquisitions and other general corporate activities;

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risks related to our business strategy, areas of possible expansion or expected capital spending or operating expenses;

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changes in our ability to leverage the relationships and reputation in the dry bulk shipping industry of Managers;

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changes in the availability of crew, number of off-hire days, classification survey requirements and insurance costs for the vessels in our fleet;

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changes in our relationships with our contract counterparties, including the failure of any of our contract counterparties to comply with their agreements with us;

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potential cyber-attacks or other disruption of information technology systems which may disrupt our business operations;

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loss of our customers, charters or vessels;

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damage or total loss to our vessel or future vessels we may own;

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potential liability from future litigation and incidents involving our vessel, or future vessels we may own;

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our future operating or financial results;

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impacts of outbreaks of global or regional epidemic and pandemic diseases on the dry-bulk shipping industry;

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changes in global and regional economic and political conditions;

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the impact of port or canal congestion or disruptions;

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changes in governmental rules and regulations or actions taken by regulatory authorities, particularly with respect to the dry bulk shipping industry;

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potential physical disruption of shipping routes due to accidents, climate-related reasons (acute and chronic), political events, public health threats, international hostilities and instability such as the ongoing conflict between Russia and Ukraine and Israel and Hamas, piracy or acts by terrorists, such as the maritime incidents in and around the Red Sea;

•

our ability to continue as a going concern; and

•

other factors discussed in the “Risk Factors” section of this prospectus.

•

on an actual basis as of June 30, 2025;

•

on an as adjusted basis to give effect from July 1, 2025 to the date of this prospectus of: the issuance of  [•] common shares, [•]Series A and  [•] Series B Preferred Shares, and forfeiture of 1,000 common shares of $0.001 par value in connection with the Exchange Agreement; and

•

on an as further adjusted basis to reflect the sale by us of [•] Units pursuant to this offering, assuming an initial public offering price of $[•] per Unit, representing the midpoint of the range set forth on the cover page of this prospectus and assuming no exercise of the underwriters’ option to purchase additional common shares and/or Warrants, and after deducting estimated underwriting discounts and commissions and estimated offering expenses, resulting in assumed net proceeds of $[•].

As of June 30, 2025

(In Thousands of U.S. Dollars, except share data)

ACTUAL

AS ADJUSTED

AS FURTHER ADJUSTED

Debt:

Shareholders’ equity:

Common shares ($0.001 par value; 1,000 shares authorized; 1,000 shares issued and outstanding – Actual and $nil as adjusted and further adjusted)

-

Common shares – authorized [•] shares with a $   par value, [•] shares issued and outstanding (as adjusted       and as further adjusted       )

Series A Preferred Shares—authorized        shares with a $       par value          shares issued and outstanding (as adjusted         shares)

Series B Preferred Shares—authorized       shares with a $         par value       shares issued and outstanding (as adjusted         shares)

Accumulated deficit

(83)

Total shareholders’ deficit

(83)

$

$

Total Capitalization

(83)

$

$

		Six-month period ended June 30, 2025	Year ended December 31, 2024
Net Income- Panstar Maritime Inc.		439,539		2,848,760
Net Loss – Oceandriver Inc.		(82,411)		-
Pro Forma Net Income available to common shareholders (3)		357,128		2,848,760
Pro Forma Weighted average number of shares, basic (1)		[•]		[•]
Pro Forma Earning per common share, basic (2)		[•]		[•]

		Post-Offering(1)				Full Exercise of Over-allotment Option(2)
Assumed initial public offering price per Unit		$				$	1
Net tangible book value per common share as of [•]		$				$	1
[Increase/decrease] in pro forma as adjusted net tangible book value per common share attributable to purchasers of our securities in this offering		$				$	1
Pro forma as adjusted net tangible book value per common share after this offering		$	1			$	1
Dilution per common share to purchasers of our common shares in this offering		$	1			$	1

(1)	Assumes net proceeds from the offering of   Units, and assumes that the underwriters’ over-allotment option has not been exercised as to common shares or Warrants.

(2)	Assumes net proceeds from the offering of   Units, and assumes that the underwriters’ over-allotment option has been exercised in full as to common shares and Warrants.

(3)	Giving effect to the transactions described in the Exchange Agreement.

Over-allotment option not exercised (in thousands, except for number of shares, percentages and per share data)		Common shares purchased			Total consideration
		Number	Percent		Amount	Percent		Average price per common share
Existing shareholders			%		​$	​%		​$
New investors			%		​$	​%		​$
Total			100.0%		​$	100.0%		​$
Over-allotment option exercised in full (in thousands, except for number of shares, percentages and per share data)		Common shares purchased			Total consideration
		Number	Percent		Amount	​Percent		Average price per common share
Existing shareholders			%		​$	​%		​$
New investors			%		​$	​%		​$
Total			100.0%		​$	​100.0%		$

•

exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal controls over financial reporting under Section 404(b) of Sarbanes-Oxley;

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exemption from new or revised financial accounting standards applicable to public companies until such standards are also applicable to private companies; and

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exemption from compliance with any new requirements adopted by the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and financial statements.

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the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

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the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

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the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specific information or current reports on Form 8-K upon the occurrence of specified significant events.

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the number of vessels in our fleet;

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our customer relationships;

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our access to capital required to acquire additional vessels and implement our business strategy;

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our ability to acquire and sell vessels at prices we deem satisfactory; and

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our and our vessel manager’s ability to:

o

successfully utilize and employ our vessel at economically attractive rates;

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effectively and efficiently manage our vessel and control vessel operating costs; and

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ensure compliance with regulations, environmental, health and safety standards applicable to our business.

			Six-month period ended			Year ended
(in thousands of U.S. dollars, except fleet data and daily results)	​	​	June 30, 2025	June 30, 2024	December 31, 2024		​	​	December 31, 2023
Fleet data:	​	​					​	​
Ownership Days	​	​	181	182	366				365
Available Days	​	​	161	182	366				343
Operating Days	​	​	158	182	366				305
Vessel Utilization	​	​	98.1%	100%	100%				88.9%
Daily results:	​	​					​	​
Daily TCE	​	​	$12,107	$ 13,291	$13,971		​	​	$ 10,403
Daily OPEX	​	​	$​4,354	$3,747	$​3,957			​	$3,936

			Six-month period ended		Year ended
(in thousands of U.S. dollars, except fleet data and daily results)	​	​	June 30, 2025	June 30, 2024	December 31, 2024	​	​	December 31, 2023
TCE and Daily TCE:	​	​				​	​
Revenue, net	​	​	$2,053	$2,461	$5,221	​	​	$ 3,940
Less: Voyage expenses	​	​	(140)	(42)	(108)			(767)
TCE	​	​	$1,913	$2,419	$5,113	​	​	$3,173
Operating Days	​	​	158	182	366	​	​	305
Daily TCE	​	​	$12,107	$13,291	$13,971	​	​	$10,403
	​	​				​	​
Daily OPEX:	​	​				​	​
Vessel operating expenses	​	​	$788	$ 682	$1,448	​	​	$ 1,437
Ownership Days	​	​	181	182	366	​		365
Daily OPEX	​	​	$4,354	$3,747	$3,957	​	​	$3,936

(in thousands of U.S. dollars)	​	​	Six-month period ended June 30, 2025	​	​	Six-month period ended June 30, 2024	Variance	Variance (%)
Revenue, net	​	​	2,053			2,461	(408)	(17%)
Voyage expenses	​	​	(140)			(42)	98	233%
Vessel operating expenses	​	​	(788)			(682)	106	16%
Management fees	​	​	(161)			(152)	9	6%
Depreciation expense	​	​	(244)			(245)	(1)	(0.4%)
Amortization of deferred drydocking costs	​	​	(272)			(77)	195	253%
Interest income	​	​	-			11	(11)	(100%)
Other finance expense	​	​	(8)			(3)	5	167%
Net Income			440			1,271	(831)	(65%)

(in thousands of U.S. dollars)	​	​	Year ended December 31, 2024	​	​	Year ended December 31, 2023	Variance	Variance (%)
Revenue, net	​	​	5,221			3,940	1,281	33%
Voyage expenses	​	​	(108)			(767)	(659)	(86%)
Vessel operating expenses	​	​	(1,448)			(1,437)	11	0.7%
Management fees	​	​	(305)			(317)	(12)	(3.8%)
Depreciation expense	​	​	(493)			(489)	4	0.8%
Amortization of deferred drydocking costs	​	​	(154)			(211)	(57)	(27%)
Interest income	​	​	137			336	(199)	(59%)
Other finance (expense)/ income	​	​	(1)			2	(3)	(150%)
Net Income			2,849			1,057	1,792	169%
	​	​

			Six-month period ended		Year ended
(in thousands of U.S. dollars)	​	​	June 30, 2025	June 30, 2024	December 31, 2024	​	​	December 31, 2023
Cash provided by /(used in) operating activities	​	​	1,863	109	(13)			1,399
Cash used in investing activities	​	​	-	-	-			(59)
Cash used in financing activities	​	​	(1,700)	-	(5,058)			(5,678)
Net Decrease in Cash and Cash Equivalents	​	​	163	109	(5,072)			(4,338)
Cash and Cash equivalents at the beginning of the period	​	​	1,048	6,120	6,120			10,458
Cash and Cash equivalents at the end of the period	​	​	1,211	6,229	1,048			6,120

Category			Carrying capacity
Handysize/Handymax			20,000-49,000 dwt
Supramax/Ultramax			50,000-66,000 dwt
Panamax/Kamsarmax			70,000-85,000 dwt
Post Panamax/Mini Cape			90,000-120,000 dwt
Capesize/Newcastlemax			120,000+

(i)

injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;

(ii)

injury to, or economic losses resulting from, the destruction of real and personal property;

(iii)

loss of subsistence use of natural resources that are injured, destroyed or lost;

(iv)

net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;

(v)

lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and

(vi)

net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.

Name	​	​	Age	​	​	Position
Philippos Tsangrides	​	​	35	​	​	Chief Executive Officer and Chairman of the Board
Stefanos Papagiannakopoulos	​	​	34	​	​	Chief Financial Officer
Marianna Griva			35			Director
Aliki-Marcadia Lampropoulos			39			Director
	​	​		​	​

(i)

Upon or in anticipation of the expiration of any charter contract relating to a Company Vessel, the  Company will have the right to exclusively negotiate, with the assistance of Chartmobil acting in accordance with the terms of the Commercial Management and Brokerage Services Agreement, a renewal of such contract with a Company Vessel, provided, however, that if the Company is not successful in obtaining a renewal of an expired charter contract and a Chartmobil Vessel that meets the customer's requirements relating to, among other factors, suitability, specification, positioning, size and cost is available for charter at such time, the  Company will notify Chartmobil of such opportunity and Chartmobil will be entitled to pursue such employment with a Chartmobil Vessel.

(ii)

Upon or in anticipation of the expiration of any charter contract relating to a Chartmobil Vessel, Chartmobil will have the right to exclusively negotiate a renewal of such contract with a Chartmobil Vessel, provided, however, that if Chartmobil is not successful in obtaining a renewal of an expired charter and a Company Vessel that meets the customer's requirements relating to, among other factors, suitability, specifications, positioning, size, and cost is available for charter at such time, Chartmobil will notify the Company of such opportunity and, at the request of the Company, prepare a summary of the material terms of a proposed charter contract or other employment that could be explored by the Company with a Company Vessel in respect of such expired charter contract in accordance with the terms of the Commercial Management and Brokerage Services Agreement.

Shares Beneficially Owned as of  [•]

Shares to be Beneficially Owned After Offering

Name

Number

Percentage of Class

Percentage of Total Voting Power

Number

Percentage of Class

Percentage of Total Voting Power

[•]

Common Shares

[•]

[•]

%

[•]

%

[•]

[•]

%

[•]

%

Series A Preferred Shares(1)

[•]

[•]

%

[•]

%

[•]

[•]

%

[•]

%

Series B Preferred Shares(2)

[•]

[•]

%

[•]

%

[•]

[•]

%

[•]

%

[•]

Common Shares

[•]

[•]

%

[•]

%

[•]

[•]

%

[•]

%

Series B Preferred Shares(2)

[•]

[•]

%

[•]

%

[•]

[•]

%

[•]

%

A  All other directors and executive officers individually

[•]

[•]

%

[•]

%

[•]

[•]

[•]

%

(1)

Each Series A Preferred Share has the voting power of 1,000 common shares, subject to adjustment as described herein. The Series A Preferred Shares held by Mr. Tsangrides through Esenseal, will represent [•]% of the aggregate voting power of our total issued and outstanding share capital following the completion of this offering. Please see the section of this prospectus entitled “Description of Capital Stock” for further information regarding our capital structure, and the rights, including the voting rights, privileges, and preferences of the holders of our shares.

(2)

The Series B Preferred Shares have no voting rights, subject to limited exceptions. Each Series B Preferred Share has a stated amount of $1,000 per share, or $             million in the aggregate. Each holder of Series B Preferred Shares has the right, subject to certain conditions, to convert all (but not a portion) of the Series B Preferred Shares beneficially held by such holder into our common shares at any time, at the applicable conversion price then in effect. Please see the section of this prospectus entitled “Description of Capital Stock” for further information regarding our capital structure, and the rights, including the voting rights, privileges, and preferences of the holders of our shares.

•

900,000,000 common shares, par value $0.001 per share, of which      shares are issued and outstanding as of the date hereof; and

•

100,000,000 preferred shares, par value $[•] per share, out of which:

o

1,000,000 Series A Preferred Shares have been designated, of which      are issued and outstanding as of the date hereof;

o

1,000,000 Series B Preferred Shares have been designated, of which       are issued and outstanding as of the date hereof; and

o

1,000,000 Series C Participating Preferred Shares have been designated, of which none will be issued and outstanding at or prior to the effectiveness of the registration statement of which this prospectus forms a part.

•

Conversion Rights. The Series A Preferred Shares are not convertible into our common shares.

•

Voting Rights. Each Series A Preferred Share has the voting power of 1,000 common shares and counts for 1,000 votes for purposes of determining quorum at a meeting of shareholders, subject to adjustment to maintain a substantially identical voting interest in the Company following the (i) creation or issuance of a new series of shares of the Company carrying more than one vote per share to be issued to any person other than holders of the Series A Preferred Shares without the prior affirmative vote of a majority of votes cast by the holders of the Series A Preferred Shares or (ii) issuance or approval of common shares pursuant to and in accordance with a stockholders’ rights agreement. The holders of Series A Preferred Shares and the holders of our common shares shall vote together as one class on all matters submitted to a vote of our shareholders, except that the Series A Preferred Shares vote separately as a class on amendments to our amended and restated articles of incorporation that would materially alter or change the powers, preference or special rights of the Series A Preferred Shares.

•

Distributions. The Series A Preferred Shares have no dividend or distribution rights, other than upon our liquidation, dissolution or winding up, as described below. Also, if we declare or make any dividend or other distribution of voting securities of a subsidiary which we control to the holders of our common shares by way of a spin off or other similar transaction, then, in each such case, each holder of Series A Preferred Shares shall be entitled to receive preferred shares of the subsidiary whose voting securities are so distributed with at least substantially similar rights, preferences, privileges and voting powers, and limitations and restrictions as those of the Series A Preferred Shares.

•

Maturity/Redemption. The Series A Preferred Shares are perpetual, non-redeemable and have no maturity date.

•

Ranking, Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Company, Series A Preferred Shares shall be entitled to receive a payment on the same terms as, and rank pari-passu with, the common shares with respect thereto, up to an amount equal to the par value of $0.001 per share Series A Preferred Share. Holders of shares of this Series will have no other rights to distributions upon any liquidation, dissolution or winding up of the Company.

•

No Preemptive Rights; No Sinking Fund. Holders of the Series A Preferred Shares do not have any preemptive rights. The Series A Preferred Shares will not be subject to any sinking fund or any other obligation of us for their repurchase or retirement.

•

Ranking. The Series B Preferred Shares rank, with respect to dividend distributions and distributions upon our liquidation, dissolution or winding up of our affairs (whether voluntary or involuntary), (each, a “Liquidation Event”), (i) senior to our common shares, our Series A Preferred Shares and to any other class or series of our stock that may be established in the future that is not expressly stated to be on parity with or senior to the Series B Preferred Shares in the payment of dividends and the distribution of assets upon a Liquidation Event (together with our common shares, the “Junior Stock”), (ii) on parity with any class or series of capital stock that may be established in the future that is expressly stated to be on parity with the Series B Preferred Shares with respect to the payment of dividends and the distribution of assets upon a Liquidation Event, and (iii) junior to any class or series of capital stock that may be established in the future that is expressly stated to rank senior to the Series B Preferred Shares with respect to the payment of dividends and the distribution of assets upon a Liquidation Event, and to all existing and future indebtedness and other liabilities, including trade payable and other non-equity claims on us.

•

Conversion Rights. Each holder of Series B Preferred Shares has the right, subject to certain conditions, at any time to convert all, but not a portion, of the Series B Preferred Shares beneficially held by such holder into our common shares at the conversion rate then in effect. Each Series B Preferred Share is convertible into the number of our common shares equal to the quotient of the aggregate stated amount of the Series B Preferred Shares converted plus any accrued and unpaid dividends divided by the lower of (i) 200% of the initial public offering price per common share in this offering (the “Pre-Determined Price”) and (ii) the volume weighted average price (VWAP) of our common shares over the five consecutive trading day period expiring on the trading day immediately prior to the date of delivery of written notice of the conversion. The Pre-Determined Price is also subject to appropriate adjustment for dilution, including but not limited to, stock dividends or other distributions, reclassifications or similar events affecting our common shares. The holders of Series B Preferred Shares also have the right to participate, on an as-converted basis, in certain non-recurring dividends and distributions declared or made on our common shares including certain Liquidation Events. The Series B Preferred Shares are otherwise not convertible into or exchangeable for property or shares of any other series or class of our capital stock.

•

Voting Rights. The Series B Preferred Shares have no voting rights except as set forth below or as otherwise provided by Marshall Islands law. So long as any Series B Preferred Shares are outstanding, in addition to any other vote or consent of shareholders required by law or by our amended and restated articles of incorporation, the vote or consent of the holders of at least 66 2/3% of the Series B Preferred Shares at the time outstanding, voting together as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, will be necessary for effecting or validating: (i) any amendment, alteration or repeal of any provision of our amended and restated articles of incorporation or amended and restated bylaws that would alter or change the voting powers, preferences or special rights of the holders of the Series B Preferred Shares so as to affect them adversely; (ii) the issuance of Dividend Parity Stock if the Accrued Dividends on all outstanding Series B Preferred Shares through and including the most recently completed Dividend Period have not been paid or declared and a sum sufficient for the payment thereof has been set aside for payment; (iii) any amendment or alteration of our amended and restated articles of incorporation to authorize or create, or increase the authorized amount of, any Senior Stock; or (iv) any consummation of (x) a binding share exchange or reclassification involving the Series B Preferred Shares, (y) a merger or consolidation of the Company with another entity (whether or not a corporation), or (z) a conversion, transfer, domestication or continuance of the Company into another entity or an entity organized under the laws of another jurisdiction, unless in each case (A) the Series B Preferred Shares remain outstanding or, in the case of any such merger or consolidation with respect to the Company is not the surviving or resulting entity, or any such conversion, transfer, domestication or continuance, the Series B Preferred Shares are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (B) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and restrictions and limitations thereof, of the Series B Preferred Shares immediately prior to such consummation, taken as a whole.

•

Dividends. The holders of Series B Preferred Shares will be entitled to receive, out of funds legally available for the purpose, biannual dividends payable in either cash or, at the Company’s option, in Series B Preferred Shares (“PIK Shares”), or a combination thereof, on each June 30 and December 31 of each year (each such date being referred to herein as a “Dividend Payment Date”), commencing on the first Dividend Payment Date. Dividends on our Series B Preferred Shares are paid when, as and if declared by our Board of Directors, but are cumulative and will accrue whether or not declared by our Board of Directors. Dividends will accumulate in each dividend period from and including the preceding Dividend Payment Date or the initial issue date, as the case may be, to but excluding the applicable Dividend Payment Date for such dividend period (each, a “Dividend Period”). If any Dividend Payment Date otherwise would fall on a day that Nasdaq is not open for trading and which is not a Saturday, a Sunday or other day on which banks in New York City are authorized or required by law to close (a “Business Day”), declared dividends will be paid on the immediately succeeding Business Day without the accumulation of additional dividends. Dividends on the Series B Preferred Shares will be payable based on a 360-day year consisting of twelve 30-day months and will accrue at a rate of      % per annum (the “Dividend Rate”) on the stated amount per Series B Preferred Share and on any Accrued Dividends, from and including the original issue date (or, for any subsequently issued and newly outstanding Series B Preferred Shares, from the Dividend Payment Date immediately preceding the issuance date of such Series B Preferred Shares).

•

Maturity/Redemption. The Series B Preferred Shares are perpetual, non-redeemable and have no maturity date.

•

Liquidation, Dissolution or Winding Up. In the event of any liquidation, dissolution, winding up of the Company or other Liquidation Event, whether voluntary or involuntary, the Series B Preferred Shares shall have a liquidation preference of $1,000 per share (plus Accrued Dividends to the date fixed for payment of such amount (whether or not declared), and no more). A consolidation or merger of us with or into any other entity, individually or in a series of transactions, will not be deemed a liquidation, dissolution or winding up of our affairs for this purpose. In the event that our assets available for distribution to holders of the outstanding Series B Preferred Shares and all Liquidation Parity Stock are insufficient to permit payment of all required amounts, our assets then remaining will be distributed among the holders of Series B Preferred Shares, as applicable, ratably on the basis of their relative aggregate Liquidation Preferences. After payment of all required amounts to the holders of the outstanding Series B Preferred Shares and all holders of Liquidation Preference Parity Stock, our remaining assets and funds will be distributed among the holders of the common shares and any other Junior Stock then outstanding according to their respective rights.

•

No Preemptive Rights; No Sinking Fund. The holders of Series B Preferred Shares do not have any preemptive rights. The Series B Preferred Shares will not be subject to any sinking fund or any other obligation of us for their repurchase or retirement.

•

not be redeemable;

•

entitle holders to dividend payments in an amount per share equal to the aggregate per share amount of all cash dividends, and the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in our common shares or a subdivision of our outstanding common shares (by reclassification or otherwise), declared on our common shares; and

•

entitle holders to one vote on all matters submitted to a vote of the shareholders of the Company.

•

prior to such time, our Board of Directors approved either the Business Combination or the transaction which resulted in the shareholder becoming an Interested Shareholder;

•

upon consummation of the transaction which resulted in the shareholder becoming an Interested Shareholder, the Interested Shareholder owned at least eighty-five percent (85%) of the outstanding common shares of the Company at the time the transaction commenced, excluding for purposes of determining the number of common shares outstanding those shares or equity interests owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares or equity interests held subject to the plan will be tendered in a tender or exchange offer; or

•

at or subsequent to such time, the Business Combination is approved by our Board and authorized at an annual or special meeting of shareholders, and not by written consent, by the affirmative vote of the holders of at least two-thirds of the Voting Power of the outstanding Voting Shares of the Company that are not owned by the Interested Shareholder; or

•

the stockholder was or became an Interested Stockholder prior to the consummation of the initial public offering of the Company’s common shares under the United States Securities Act of 1933, as amended.

•

A shareholder becomes an Interested Shareholder inadvertently and (i) as soon as practicable divests itself of ownership of sufficient shares or equity interests so that the shareholder ceases to be an Interested Shareholder; and (ii) would not, at any time within the three-year period immediately prior to a Business Combination between the Company and such shareholder, have been an Interested Shareholder but for the inadvertent acquisition of ownership; or

•

the Business Combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public announcement or the notice required hereunder of a proposed transaction which (i) constitutes one of the transactions described in the following sentence; (ii) is with or by a person who either was not an Interested Shareholder during the previous three years or who became an Interested Shareholder with the approval of our Board; and (iii) is approved or not opposed by a majority of the members of our Board then in office (but not less than one) who were directors prior to any person becoming an Interested Shareholder during the previous three years or were recommended for election or elected to succeed such directors by a majority of such directors. The proposed transactions referred to in the preceding sentence are limited to:

o

a merger or consolidation of the Company (except for a merger in respect of which, pursuant to the BCA, no vote of the shareholders of the Company is required);

o

a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), whether as part of a dissolution or otherwise, of assets of the Company or of any direct or indirect majority-owned subsidiary of the Company (other than to any direct or indirect wholly-owned subsidiary or to the Company) having an aggregate market value equal to fifty percent (50%) or more of either the aggregate market value of all of the assets of the Company determined on a consolidated basis or the aggregate market value of all the outstanding common shares of the Company; or

o

a proposed tender or exchange offer for fifty percent (50%) or more of the outstanding common shares of the Company.

•

“Interested Shareholder” means any person (other than the Company and any direct or indirect majority-owned subsidiary of the Company) that (i) is the owner of 15% or more of the outstanding common shares of the Company, or (ii) is an affiliate or associate of the Company and was the owner of fifteen percent (15%) or more of the outstanding common shares of the Company at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such person is an Interested Shareholder; and the affiliates and associates of such person; provided, however, that the term “Interested Shareholder” shall not include any person whose ownership of shares in excess of the fifteen percent (15%) limitation set forth herein is the result of action taken solely by the Company; provided that such person shall be an Interested Shareholder if thereafter such person acquires additional common shares of the Company, except as a result of further Company action not caused, directly or indirectly, by such person. For the purpose of determining whether a person is an Interested Shareholder, the common shares of the Company deemed to be outstanding shall include common shares deemed to be owned by the person, but shall not include any other unissued shares which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise. Notwithstanding the foregoing, none of [•] or their affiliates and associates shall be considered an Interested Shareholder;

•

“Voting Power” means, with respect to a class or series of capital stock or classes of capital stock, as the context may require, the aggregate number of votes that the holder(s) of such class or series of capital stock or classes of capital stock, or any relevant portion thereof, entitled to vote at a meeting of shareholders, as the context may require, have; and

•

“Voting Shares” means, with respect to any corporation, shares of any class or series of capital stock entitled to vote in connection with the election of directors and/or all other matters submitted to a vote and, with respect to any entity that is not a corporation, any equity interest entitled to vote in connection with the election of the directors or other governing body of such entity and/or all other matters submitted to a vote.

•

not be redeemable;

•

entitle holders to quarterly dividend payments in an amount per share equal to the aggregate per share amount of all cash dividends, and the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in common shares or a subdivision of our outstanding common shares (by reclassification or otherwise), declared on common shares since the immediately preceding quarterly dividend payment date; and

•

entitle holders to one vote on all matters submitted to a vote of the shareholders of the Company.

•

Flip In. If an Acquiring Person obtains beneficial ownership of 10% (15% in the case of a passive institutional investor) or more of our common shares, then each Right will entitle the holder thereof to purchase, for the Exercise Price, a number of common shares (or, in certain circumstances, cash, property or other securities of ours) having a then-current market value of twice the Exercise Price. However, the Rights are not exercisable following the occurrence of the foregoing event until such time as the Rights are no longer redeemable by us, as further described below.

•

Flip Over. If, after an Acquiring Person obtains 10% (15% in the case of a passive institutional investor) or more of our common shares, (i) the Company merges into another entity; (ii) an acquiring entity merges into the Company; or (iii) the Company sells or transfers 50% or more of its assets, cash flow or earning power, then each Right (except for Rights that have previously been voided as set forth above) will entitle the holder thereof to purchase, for the Exercise Price, a number of common shares of the person engaging in the transaction having a then-current market value of twice the Exercise Price.

•

Notional Shares. Shares held by affiliates and associates of an Acquiring Person, including certain entities in which the Acquiring Person beneficially owns a majority of the equity securities, and Notional Common Shares (as defined in the Rights Agreement) held by counterparties to a Derivatives Contract (as defined in the Rights Agreement) with an Acquiring Person, will be deemed to be beneficially owned by the Acquiring Person.

​	Marshall Islands			Delaware
​	Shareholder Meetings
​	May be held at a time and place as designated in the bylaws.			May be held at such time or place as designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the board of directors.
​	Notice:			Notice:
​	Whenever shareholders are required to take any action at a meeting, written notice of the meeting shall be given which shall state the place, date and hour of the meeting and, unless it is an annual meeting, indicate that it is being issued by or at the direction of the person calling the meeting. Notice of a special meeting shall also state the purpose for which the meeting is called.			Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any.
​	A copy of the notice of any meeting shall be given personally, sent by mail or by electronic mail not less than 15 nor more than 60 days before the meeting.			Written notice shall be given not less than 10 nor more than 60 days before the meeting.
​	Shareholders’ Written Consent
​	Unless otherwise provided in the articles of incorporation, any action required to be taken at a meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by all the shareholders entitled to vote with respect to the subject matter thereof, or if the articles of incorporation so provide, by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.			Any action required to be taken at a meeting of shareholders may be taken without a meeting if a consent for such action is in writing and is signed by shareholders having not fewer than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.	​

​	Marshall Islands			Delaware
​	Merger or Consolidation
​	Any two or more domestic corporations may merge or consolidate into a single corporation if approved by the board of each constituent corporation and if authorized by a majority vote at a shareholder meeting of each such corporation by the holders of outstanding shares.   Authorization by a majority vote of the holders of a class of shares may be required if such class is entitled to vote if a proposed amendment to the articles, undertaken in connection with such merger or consolidation, would increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of the shares of such class, or alter or change the powers, preferences or special rights of the shares of such class so as to affect them adversely.   Any sale, lease, exchange or other disposition of all or substantially all the assets of a corporation, if not made in the corporation’s usual or regular course of business, once approved by the board of directors (and notice of the meeting shall be given to each shareholder of record, whether or not entitled to vote), shall be authorized by the affirmative vote of two-thirds of the shares of those entitled to vote at a shareholder meeting, unless any class of shares is entitled to vote thereon as a class, in which event such authorization shall require the affirmative vote of the holders of a majority of the shares of each class of shares entitled to vote as a class thereon and of the total shares entitled to vote thereon.   Upon approval by the board, any domestic corporation owning at least 90% of the outstanding shares of each class of another domestic corporation may merge such other corporation into itself without the authorization of the shareholders of any such corporation.			Any two or more corporations existing under the laws of the state may merge into a single corporation pursuant to a board resolution and upon the majority vote by shareholders of each constituent corporation at an annual or special meeting.   Authorization by a majority vote of the holders of a class of shares may be required if such class is entitled to vote if a proposed amendment to the articles, undertaken in connection with such merger or consolidation, would increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of the shares of such class, or alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely. However, unless expressly required by its certificate of incorporation, no vote of stockholders of a constituent corporation that has a class or series of stock that is listed on a national securities exchange or held of record by more than 2,000 holders immediately prior to the execution of the agreement of merger by such constituent corporation shall be necessary to authorize a merger that meets certain conditions.   Every corporation may at any meeting of the board sell, lease or exchange all or substantially all of its property and assets as its board deems expedient and for the best interests of the corporation when so authorized by a resolution adopted by the holders of a majority of the outstanding stock of the corporation entitled to vote.   Any corporation owning at least 90% of the outstanding shares of each class of another corporation may merge the other corporation into itself and assume all of its obligations without the vote or consent of shareholders; however, in case the parent corporation is not the surviving corporation, the proposed merger shall be approved by a majority of the outstanding stock of the parent corporation entitled to vote at a duly called shareholder meeting.
	Directors
	The number of directors may be fixed by the bylaws, by the shareholders, or by action of the board under the specific provisions of a bylaw. The number of board members may be changed by an amendment to the bylaws, by the shareholders, or by action of the board under the specific provisions of a bylaw.   If the board is authorized to change the number of directors, it can only do so by a majority of the entire board and so long as no decrease in the number shall shorten the term of any incumbent director.   Removal of Directors:   Any or all of the directors may be removed for cause by vote of the shareholders. The articles of incorporation or the bylaws may provide for such removal by board action, except in the case of any director elected by cumulative voting, or by shareholders of any class or series when entitled by the provisions of the articles of incorporation.   If the articles of incorporation or bylaws provide any or all of the directors may be removed without cause by vote of the shareholders.			The number of board members shall be fixed by, or in a manner provided by, the bylaws and amended by an amendment to the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only by an amendment to the certificate of incorporation.   Shareholders entitled to vote upon amendments to the bylaws hold the power to adopt, amend or repeal bylaws in a stock corporation that has received any payment for its stock, unless such power is otherwise conferred upon the directors in the certificate of incorporation. An amendment to the certification of incorporation must be approved by the board and a majority of outstanding stock entitled to vote thereon.   Removal of Directors:   Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote unless the certificate of incorporation otherwise provides.   In the case of a classified board, shareholders may effect the removal of any or all directors only for cause unless the certificate of incorporation provides otherwise.

​	Marshall Islands				Delaware
	Dissenters’ Rights of Appraisal
	Shareholders have a right to dissent from any plan of merger, consolidation or sale of all or substantially all assets not made in the usual course of business, and receive payment of the fair value of their shares. However, the right of a dissenting shareholder under the BCA to receive payment of the appraised fair value of his or her shares shall not be available for the shares of any class or series of stock, which shares or depository receipts in respect thereof, at the record date fixed to determine the shareholders entitled to receive notice of and to vote at the meeting of the shareholders to act upon the agreement of merger or consolidation, were either (i) listed on a securities exchange or admitted for trading on an interdealer quotation system or (ii) held of record by more than 2,000 holders. The right of a dissenting shareholder to receive payment of the fair value of his or her shares shall not be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the shareholders of the surviving corporation.   A holder of any adversely affected shares who does not vote on or consent in writing to an amendment to the articles of incorporation has the right to dissent and to receive payment for such shares if the amendment:				Appraisal rights shall be available for the shares of any class or series of stock of a corporation in a merger or consolidation, subject to limited exceptions, such as a merger or consolidation of corporations listed on a national securities exchange in which listed stock is offered for consideration which is (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders. Notwithstanding those limited exceptions, appraisal rights will be available if shareholders are required by the terms of an agreement of merger or consolidation to accept certain forms of uncommon consideration.   Shareholders do not have appraisal rights due to an amendment of the company’s certificate of incorporation unless provided for in such certificate.
	•	alters or abolishes any preferential right of any outstanding shares having preference; or
	•	creates, alters, or abolishes any provision or right in respect to the redemption of any outstanding shares; or
	•	alters or abolishes any preemptive right granted by law and not disseated by the articles of incorporation of such holder to acquire shares or other securities; or
	•	excludes or limits the right of such holder to vote on any matter, except as such right may be limited by the voting rights given to new shares then being authorized of any existing or new class.

•

an individual citizen or resident of the United States;

•

a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia;

•

an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or

•

a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

•

financial institutions or “financial services entities”;

•

broker-dealers;

•

taxpayers who have elected mark-to-market accounting for U.S. federal income tax purposes;

•

tax-exempt entities;

•

governments or agencies or instrumentalities thereof;

•

insurance companies;

•

regulated investment companies;

•

real estate investment trusts;

•

certain expatriates or former long-term residents of the United States;

•

persons that actually or constructively own 10% or more (by vote or value) of our shares;

•

persons that own shares through an “applicable partnership interest”;

•

persons required to recognize income for U.S. federal income tax purposes no later than when such income is reported on an “applicable financial statement”;

•

persons that hold our common shares as part of a straddle, constructive sale, hedging, conversion or other integrated transaction; or

•

persons whose functional currency is not the U.S. dollar.

•

more than 50% of the value of our stock is owned, directly or indirectly, by “qualified shareholders,” that are persons (i) who are “residents” of our country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized in the United States, and (ii) we satisfy certain substantiation requirements, which we refer to as the “50% Ownership Test”; or

•

our stock is “primarily” and “regularly” traded on one or more established securities markets in our country of organization, in another country that grants an “equivalent exemption” to United States corporations, or in the United States, which we refer to as the “Publicly-Traded Test.”

•

we have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and

•

substantially all of our U.S. source gross shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States, or, in the case of income from the leasing of a vessel, is attributable to a fixed place of business in the United States.

•

at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or

•

at least 50% of the average value of the assets held by us during such taxable year produce, or is held for the production of, passive income.

•

the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for our common shares;

•

the amount allocated to the current taxable year and any taxable year before we became a passive foreign investment company would be taxed as ordinary income; and

•

the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.

•

fails to provide an accurate taxpayer identification number;

•

is notified by the IRS that backup withholding is required; or

•

fails in certain circumstances to comply with applicable certification requirements.

		Number of Units
Underwriter
Maxim Group LLC
TOTAL

Per Unit

Total Without Exercise of Over-Allotment Option

Total With Full Exercise of Over-Allotment Option

Initial public offering price

Underwriting discounts and commissions(1)

Proceeds, before expenses, to us

(1)

The underwriters shall receive an underwriting discount of 7.0% per share for sales to investors in this offering. We have agreed that Maxim, or its designees, will also receive Representative Warrants to purchase a number of common shares equal to 5.0% of the aggregate number of Units sold in this offering (up to       common shares, or up to        common shares if the underwriters exercise the over-allotment option in full), at an exercise price per share equal to 120% of the initial public offering price. The Representative Warrants will be non-exercisable for six months from the commencement of sales of the offering and will expire three (3) years after such date. The Representative Warrants and the common shares issuable upon exercise of the Representative Warrants are also being registered under the registration statement of which this prospectus forms a part. For more information, see “—Representative Warrants.” We have also agreed to reimburse the representative for certain expenses as noted below.

•

Stabilizing transactions - The underwriters may make bids or purchases for the purpose of pegging, fixing or maintaining the price of the shares, so long as stabilizing bids do not exceed a specified maximum.

•

Over-allotments and syndicate covering transactions - The underwriters may sell more common shares in connection with this offering than the number of shares than they have committed to purchase. This over-allotment creates a short position for the underwriters. This short sales position may involve either “covered” short sales or “naked” short sales. Covered short sales are short sales made in an amount not greater than the underwriters’ over-allotment option to purchase additional shares in this offering described above. The underwriters may close out any covered short position either by exercising its over-allotment option or by purchasing shares in the open market. To determine how they will close the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market, as compared to the price at which they may purchase shares through the over-allotment option. Naked short sales are short sales in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that, in the open market after pricing, there may be downward pressure on the price of the shares that could adversely affect investors who purchase shares in this offering.

•

Penalty bids - If the representative purchases shares in the open market in a stabilizing transaction or syndicate covering transaction, it may reclaim a selling concession from the underwriters and selling group members who sold those shares as part of this offering.

•

Passive market making - Market makers in the shares who are underwriters or prospective underwriters may make bids for or purchases of shares, subject to limitations, until the time, if ever, at which a stabilizing bid is made.

•

the information set forth in this prospectus and otherwise available to the representative;

•

our prospects and the history and prospects for the industry in which we compete;

•

an assessment of our management;

•

our prospects for future earnings;

•

the general condition of the securities markets at the time of this offering;

•

the recent market prices of, and demand for, publicly traded common shares of generally comparable companies; and

•

other factors deemed relevant by the underwriters and us.

SEC registration fee		$
FINRA filing and other fees		$
Nasdaq listing and other fees		$
Legal fees and expenses		$
Printing expenses		$
Accounting fees and expenses		$
Transfer agent fees and expenses		$
Underwriters fees and accountable expenses		$
Miscellaneous		$
Total(1)		$

(1)

Including approximately $      of expenses already paid by us up to              ,       , and approximately $      of non-cash charges. Excluding these items, the total expenses (other than underwriting discounts and commissions) deducted from the estimated net proceeds from this offering amount to $      .

Unaudited Interim Condensed Balance Sheets as of June 30, 2025 and December 31, 2024	F‑2
Unaudited Interim Condensed Statement of Income for the six-month period ended June 30, 2025	F‑3
Unaudited Interim Condensed Statement of Shareholder’s Equity for the six-month period ended June 30, 2025	F-4
Unaudited Interim Condensed Statement of Cash Flows for the six-month period ended June 30, 2025	F‑5
Notes to the unaudited Interim Condensed Financial Statements	F‑6

Report of Independent Registered Public Accounting Firm	F‑8
Balance Sheet as of December 31, 2024	F‑9
Notes to Balance Sheet	F‑10

Unaudited Interim Condensed Balance Sheets as of June 30, 2025 and December 31, 2024	F‑12
Unaudited Interim Condensed Statements of Income for the six-month periods ended June 30, 2025 and 2024	F‑13
Unaudited Interim Condensed Statements of Shareholder’s Equity for the six-month periods ended June 30, 2025, and 2024	F-14
Unaudited Interim Condensed Statements of Cash Flows for the six-month periods ended June 30, 2025, and 2024	F‑15
Notes to the unaudited Interim Condensed Financial Statements	F‑16

Report of Independent Registered Public Accounting Firm	F‑22
Balance Sheets as of December 31, 2024 and 2023	F‑23
Statements of Income for the years ended December 31, 2024 and 2023	F‑24
Statements of Shareholder’s Equity for the years ended December 31, 2024, and 2023	F-25
Statements of Cash Flows for the years ended December 31, 2024, and 2023	F‑26
Notes to the Financial Statements	F‑27

						June 30,				December 31,
		Notes				2025				2024
Current assets
Cash and cash equivalents							1				1
Deferred offering costs			4				313,580				47,750
Total current assets							313,581				47,751
Total assets							313,581				47,751
Liabilities and shareholder’s deficit
Current liabilities
Trade payables – related party			2				186,641				25,650
Accrued expenses			4				210,000				22,750
Total current liabilities							396,641				48,400
Total liabilities							396,641				48,400
Shareholder’s Deficit
Common shares ($0.001 par value; 1,000 shares authorized; 1,000 shares issued and outstanding)							1				1
Accumulated deficit			3				(83,061)				(650)
Total shareholder’s deficit							(83,060)				(649)
Total liabilities and Shareholder’s deficit							313,581				47,751

						For the six-month period ended June 30,
		Notes				2025
Expenses
General and administrative expenses			5				82,411
Total Expenses							82,411
Operating loss							(82,411)
Net Loss							(82,411)

		Number of common shares				Amount				Additional paid-in capital				(Accumulated deficit)				Total Shareholder’s equity
Balance as of January 1, 2025			1,000				1				-				(650	)			(649	)
Net loss			-				-				-				(82,411	)			(82,411	)
Balance as of June 30, 2025			1,000				1				-				(83,061	)			(83,060	)

		For the six-month period ended June 30,
		2025
Cash flows from operating activities
Net loss			(82,411)
Adjustments to reconcile net loss to net cash provided by operating activities:
Trade payables – related party			160,991
Net cash provided by operating activities			78,580
Cash flows from financing activities
Payments for deferred offering costs			(78,580	)
Net cash used in financing activities			(78,580	)
Net decrease in cash, cash equivalents			-
Cash, cash equivalents, beginning of period			1
Cash, cash equivalents, end of period			1
Supplemental cash flow information
Unpaid deferred offering costs included in accrued expenses			210,000

						December 31,
		Notes				2024
Current Assets
Cash and cash equivalents			3				1
Deferred offering costs			4				47,750
Total current assets							47,751
Total assets							47,751
Liabilities and shareholder’s deficit
Current liabilities
Due to related party			1, 2				25,650
Accrued expenses			4				22,750
Total current liabilities							48,400
Total liabilities							48.400
Shareholder’s Deficit
Common shares ($0.001 par value; 1,000 shares authorized; 1,000 shares issued and outstanding)			3				1
Accumulated deficit			3				(650	)
Total shareholder’s deficit							(649	)
Total liabilities and Shareholder’s deficit							47,751

						June 30,				December 31,
		Notes				2025				2024
Assets
Current assets
Cash and cash equivalents							1,211,530				1,048,139
Trade receivables							315,267				737,459
Inventories							118,615				117,213
Prepaid expenses							45,672				54,882
Advances to management company – related party			3				-				1,197,550
Total current assets							1,691,084				3,155,243
Non-current assets
Vessel, net			4				6,248,766				6,492,771
Deferred drydocking costs, net			5				735,427				213,079
Total non-current assets							6,984,193				6,705,850
Total assets							8,675,277				9,861,093
Liabilities and shareholder’s equity
Current liabilities
Trade payables							114,358				114,264
Trade payables – related party			3				90,394				-
Accrued expenses							47,869				63,712
Total current liabilities							252,621				177,976
Total liabilities							252,621				177,976
Commitments and Contingencies			10				-				-
Shareholder’s equity
Share capital (authorized and issued 500 shares with par value of $1 each)			6				500				500
Additional paid-in capital			6				7,050,000				8,750,000
Retained earnings							1,372,156				932,617
Total shareholder’s equity							8,422,656				9,683,117
Total liabilities and shareholder’s equity							8,675,277				9,861,093

						For the six-month periods ended June 30,
		Notes				2025				2024
Revenues, net			7				2,052,769				2,461,344
Operating expenses
Voyage expenses							(140,150	)			(41,680	)
Vessel operating expenses							(787,896	)			(682,278	)
Depreciation expense			4				(244,005	)			(245,353	)
Amortization of deferred drydocking costs			5				(271,825	)			(76,843	)
Management fees- related party			3				(160,426	)			(151,788	)
Total operating expenses							(1,604,302	)			(1,197,942	)
Operating profit							448,467				1,263,402
Other income / (expense)
Interest income							-				10,959
Other finance expense							(8,928	)			(2,949)
Other income, net							(8,928	)			8,010
Net Income							439,539				1,271,412

		Number of common shares				Amount				Additional paid-in capital				Accumulated deficit				Total Shareholder’s equity
Balance as of January 1, 2024			500				500				8,750,000				(1,916,143	)			6,834,357
Net income			-				-				-				1,271,412				1,271,412
Balance as of June 30, 2024			500				500				8,750,000				(644,731	)			8,105,769

		Number of common shares				Amount				Additional paid-in capital				Retained Earnings				Total Shareholder’s equity
Balance as of January 1, 2025			500				500				8,750,000				932,617				9,683,117
Net income			-				-				-				439,539				439,539
Return of capital			-				-				(1,700,000	)			-				(1,700,000	)
Balance as of June 30, 2025			500				500				7,050,000				1,372,156				8,422,656

		For the six-month periods ended June 30,
		2025				2024
Cash flows from operating activities
Net income			439,539				1,271,413
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense			244,005				245,353
Amortization of deferred drydocking costs			271,825				76,843
(Increase)/Decrease in:
Trade receivables			422,192				37,108
Prepaid expenses			9,210				(1,095	)
Inventories			(1,402	)			6,019
Increase/(Decrease) in:
Accrued expenses			(15,843	)			(10,538	)
Trade payables			94				67,877
Advances to management company/ Trade payables – related party			1,287,944				(1,584,092	)
Payments for drydocking costs			(794,173	)			-
Net cash provided by operating activities			1,863,391				108,888
Cash flows from financing activities
Return of capital			(1,700,000)				-
Net cash used in financing activities			(1,700,000)				-
Net decrease in cash, cash equivalents			163,391				108,888
Cash, cash equivalents, beginning of period			1,048,139				6,119,803
Cash, cash equivalents, end of period			1,211,530				6,228,691

1.	Basis of presentation and general information

2.	Significant accounting policies

3.	Transactions with Related Party

4.	Vessel, net

		Vessel Cost				Accumulated Depreciation				Vessel, net
Balance, January 1, 2025			9,678,313				(3,185,542	)			6,492,771
Depreciation			-				(244,005	)			(244,005	)
Balance, June 30, 2025			9,678,313				(3,429,547	)			6,248,766

5.	Deferred drydocking costs, net

		Drydocking costs, net
Balance, January 1, 2025			213,079
Additions			794,173
Amortization			(271,825	)
Balance, June 30, 2025			735,427

6.	Shareholder’s equity

7.	Revenues, net

		Six-month ended June 30, 2025				Six-month ended June 30, 2024
Time charter revenues			2,114,189				2,547,941
Address commissions			(79,282	)			(95,548	)
Other revenues			17,862				8,951
Total			2,052,769				2,461,344

7.	Revenues, net - continued

Charterer		June 30, 2025 % of Company’s revenue	June 30, 2024 % of Company’s revenue
A		-	100%
B		39%	-
C		11%	-
D		50%	-

8.	Financial instruments and fair value disclosures

9.

Taxes

10.	Commitments and contingencies

11.	Segment reporting

12.	Segment reporting - Continued

		Six-month period ended June 30, 2025				Six-month period ended June 30, 2024
Revenues, net			2,052,769				2,461,344
Voyage expenses			(140,150	)			(41,680	)
Operating expenses			(787,896	)			(682,278	)
Other segment items (1)			(685,184	)			(465,974	)
Net income			439,539				1,271,412

13.	Subsequent events

						December 31,				December 31,
		Notes				2024				2023
Assets
Current assets
Cash and cash equivalents							1,048,139				6,119,803
Trade receivables							737,459				841,522
Inventories			4				117,213				141,583
Prepaid expenses							54,882				57,343
Advances to management company – related party			3				1,197,550				-
Total current assets							3,155,243				7,160,251
Non-current assets
Vessel, net			5				6,492,771				6,986,175
Deferred drydocking costs, net			6				213,079				367,328
Total non-current assets							6,705,850				7,353,503
Total assets							9,861,093				14,513,754
Liabilities and shareholder’s equity
Current liabilities
Trade payables							114,264				79,433
Trade payables – related party			3				-				2,520,052
Notes payable – related party			3				-				5,058,297
Accrued expenses							63,712				21,615
Total current liabilities							177,976				7,679,397
Total liabilities							177,976				7,679,397
Commitments and Contingencies			13				-				-
Shareholder’s equity
Share capital (authorized and issued 500 shares with par value of $1 each)			7				500				500
Additional paid-in capital			7				8,750,000				8,750,000
Retained earnings /(Accumulated deficit)							932,617				(1,916,143	)
Total shareholder’s equity							9,683,117				6,834,357
Total liabilities and shareholder’s equity							9,861,093				14,513,754

						Year ended December 31,				Year ended December 31,
		Notes				2024				2023
Revenues, net			8				5,220,922				3,939,773
Operating expenses
Voyage expenses			9				(107,619	)			(766,824	)
Vessel operating expenses			10				(1,448,100	)			(1,436,518	)
Depreciation expense			5				(493,404	)			(489,130	)
Amortization of deferred drydocking costs			6				(154,249	)			(211,453	)
Management fees- related party			3				(305,128	)			(316,710	)
Total operating expenses							(2,508,500	)			(3,220,635	)
Operating profit							2,712,422				719,138
Other income / (expense)
Interest income							137,407				336,299
Other finance (expense)/ income							(1,069	)			1,817
Other income, net							136,338				338,116
Net Income							2,848,760				1,057,254

		Number of common shares				Amount				Additional paid-in capital				Retained Earnings / (Accumulated deficit)				Total Shareholder’s equity
Balance as of January 1, 2023			500				500				8,750,000				(2,973,397	)			5,777,103
Net income			-				-				-				1,057,254				1,057,254
Balance as of December 31, 2023			500				500				8,750,000				(1,916,143	)			6,834,357
Net income			-				-				-				2,848,760				2,848,760
Balance as of December 31, 2024			500				500				8,750,000				932,617				9,683,117

		Year ended December 31, 2024				Year ended December 31, 2023
Cash flows from operating activities
Net income			2,848,760				1,057,254
Adjustments to reconcile net income to net cash (used in) / provided by operating activities:
Depreciation expense			493,404				489,130
Amortization of deferred drydocking costs			154,249				211,453
(Increase)/Decrease in:
Trade receivables			104,063				183,462
Prepaid expenses			2,461				(740	)
Inventories			24,370				(50,244	)
Increase/(Decrease) in:
Deferred income			-				(158,284	)
Accrued expenses			42,097				1,496
Trade payables			34,831				(28	)
Advances to management company – related party/Trade payables – related party			(3,717,602	)			128,039
Payments for drydocking costs			-				(462,749	)
Net cash (used in) /provided by operating activities			(13,367	)			1,398,789
Cash flows from investing activities
Vessel’s improvements			-				(58,936	)
Net cash used in investing activities			-				(58,936	)
Cash flows from financing activities
Repayment of notes payable – related party			(5,058,297	)			(5,678,153	)
Net cash used in financing activities			(5,058,297	)			(5,678,153	)
Net decrease in cash, cash equivalents			(5,071,664	)			(4,338,300	)
Cash, cash equivalents, beginning of year			6,119,803				10,458,103
Cash, cash equivalents, end of year			1,048,139				6,119,803

1.	Basis of presentation and general information

2.	Significant accounting policies

2.	Significant accounting policies-continued

2.	Significant accounting policies-continued

2.	Significant accounting policies-continued

Charterer		December 31, 2024 % of Company’s revenue	December 31, 2023 % of Company’s revenue
A		-	31%
B		-	25%
C		-	38%
D		52%	-
E		48%	-

2.	Significant accounting policies-continued

3.	Transactions with Related Party

4.	Inventories

		December 31, 2024			December 31, 2023
Lubricants			105,877				128,292
Victualling			11,336				13,291
Total			117,213				141,583

5.	Vessel, net

		Vessel Cost				Accumulated Depreciation				Vessel, net
Balance, January 1, 2023			9,619,377				(2,203,008	)			7,416,369
Additions			58,936								58,936
Depreciation			-				(489,130	)			(489,130	)
Balance, December 31, 2023			9,678,313				(2,692,138	)			6,986,175
Depreciation			-				(493,404	)			(493,404	)
Balance, December 31, 2024			9,678,313				(3,185,542	)			6,492,771

6.	Deferred drydocking costs, net

		Drydocking costs, net
Balance, January 1, 2023			116,032
Additions			462,749
Amortization			(211,453	)
Balance, December 31, 2023			367,328
Amortization			(154,249	)
Balance, December 31, 2024			213,079

7.	Shareholder’s equity

8.	Revenues, net

		Year ended December 31, 2024				Year ended December 31, 2023
Time charter revenues			5,396,125				4,065,173
Address commissions			(202,355	)			(160,377	)
Other revenues			27,152				34,977
Total			5,220,922				3,939,773

9.	Voyage expenses

		Year ended December 31, 2024				Year ended December 31, 2023
Bunkers consumption			-				609,271
Port expenses			57,372				74,060
(Gain) / Loss on sale of bunkers			(3,899	)			43,081
Broker commissions			54,146				40,412
Total			107,619				766,824

10.	Vessel operating expenses

		Yead ended December 31, 2024				Yead ended December 31, 2023
Crew wages and related expenses			851,531				828,386
Insurance expenses			135,786				145,953
Repairs and maintenance			18,627				34,911
Spares and stores			179,405				175,499
Tonnage and other taxes			36,592				34,557
Lubricants			75,962				84,318
Sundry vessel expenses			150,197				132,894
Total			1,448,100				1,436,518

11.	Financial instruments and fair value disclosures

12.

Taxes

13.	Commitments and contingencies

14.

Segment reporting

14.	Segment reporting - continued

	Year ended December 31, 2024		Year ended December 31, 2023
Revenues, net	5,220,922		3,939,773
Voyage expenses	(107,619)		(766,824)
Operating expenses	(1,448,100)		(1,436,518)
Other segment items (1)	(816,443)		(679,177)
Net income	2,848,760		1,057,254

15.	Subsequent events

I.

The amended and restated bylaws of the Registrant provide that any person who is or was a director or officer of the Registrant, or is or was serving at the request of the Registrant as a director or officer of another, partnership, joint venture, trust or other enterprise shall be entitled to be indemnified by the Registrant upon the same terms, under the same conditions, and to the same extent as authorized by Section 60 of the BCA, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Registrant shall have the power to pay in advance expenses a director or officer incurred while defending a civil or criminal proceeding, provided that the director or officer will repay the amount if it shall ultimately be determined that he is not entitled to indemnification. In addition, as permitted by the Registrant’s amended and restated bylaws and Section 60 of the BCA, the Registrant maintains directors’ and officers’ insurance, pursuant to which the Registrant provides insurance coverage against certain liabilities to which the Registrant’s directors and officers may be subject, including liability incurred under U.S. securities law.

II.	Section 60 of the Business Corporations Act of the Republic of the Marshall Islands provides as follows:

1.

Actions not by or in right of the corporation. A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the bests interests of the corporation, and, with respect to any criminal action or proceedings, had reasonable cause to believe that his or her conduct was unlawful.

2.

Actions by or in right of the corporation. A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claims, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

3.

When director or officer successful. To the extent that a director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (1) or (2) of this section, or in the defense of a claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

4.

Payment of expenses in advance. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section.

5.

Indemnification pursuant to other rights. The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

6.

Continuation of indemnification. The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

7.

Insurance. A corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer against any liability asserted against him and incurred by him in such capacity whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.

Exhibit No.	​	​	Description
1.1*	​	​	Form of Underwriting Agreement
3.1	​	​	Form of Amended and Restated Articles of Incorporation
3.2	​	​	Form of Amended and Restated Bylaws
3.3	​	​	Form of Statement of Designation of the Rights, Preferences and Privileges of the Series A Perpetual Preferred Shares
3.4	​	​	Form of Statement of Designations of the Rights, Preferences and Privileges of the      % Series B Cumulative Convertible Perpetual Preferred Shares
4.1*	​	​	Form of Common Share Certificate
4.2*			Form of Representative Warrant
4.3*			Form of Common Share Purchase Warrant
4.4*			Form of Warrant Agency Agreement
4.5*			Form of Shareholder Rights Agreement
5.1*	​	​	Opinion of Seward & Kissel LLP, as to the legality of the securities being registered
8.1*	​	​	Opinion of Seward & Kissel LLP, as to certain tax matters
10.1	​	​	Form of Commercial Management and Brokerage Services Agreement
14.1	​	​	Code of Ethics
21.1	​	​	List of Subsidiaries
23.1	​	​	Consent of Independent Registered Public Accounting Firm
23.2			Consent of Independent Registered Public Accounting Firm
23.2*	​	​	Consent of Seward & Kissel LLP (included in Exhibits 5.1 and 8.1 hereto)
23.3*	​	​	Consent of Marianna Griva, Director Nominee
23.4*	​	​	Consent of  Aliki-Marcadia Lampropoulos, Director Nominee
24.1	​	​	Powers of Attorney (included in the signature page of this registration statement filed with the SEC)
107.1	​	​	Filing Fee Table

1.

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

2.

That, for the purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

3.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4.

To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

5.

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

6.

That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

7.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

OCEANDRIVER INC.
By:	/s/ Philippos Tsangrides
	Name:	Philippos Tsangrides
	Title:	Chief Executive Officer
		(Principal Executive Officer)

/s/ Philippos Tsangrides		Chief Executive Officer and Director (Principal Executive Officer and Chairman of the Board)
Philippos Tsangrides
/s/ Stefanos Papagiannakopoulos		Chief Financial Officer  (Principal Accounting Officer)
Stefanos Papagiannakopoulos

PUGLISI & ASSOCIATES
By:	/s/ Donald J. Puglisi
	Name:	Donald J. Puglisi
	Title:	Authorized Representative in the United States