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United Maritime Corp

United Maritime CorpUSEA财报

Nasdaq · freight transport

Navios Maritime Holdings Inc. is a multinational, vertically integrated seaborne shipping and logistics company focused on the transport and transshipment of drybulk commodities including iron ore, coal and grain.

What changed in United Maritime Corp's 20-F — 2023 vs 2024

Top changes in United Maritime Corp's 2024 20-F

677 paragraphs added · 618 removed · 465 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

208 edited+99 added−46 removed234 unchanged
Many lenders have increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debt and reduced (or in some cases ceased to provide) funding to borrowers and other market participants, including equity and debt investors and, in some cases, have been unwilling to provide financing on attractive terms or even at all.
Many lenders increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debt and reduced (or in some cases ceased to provide) funding to borrowers and other market participants, including equity and debt investors and, in some cases, have been unwilling to provide financing on attractive terms or even at all.
Although we maintain hull and machinery and war risks insurance, as well as protection and indemnity insurance, which may cover certain risks of loss resulting from such occurrences, our insurance coverage may be subject to deductibles and caps or may not cover such losses, and any of these circumstances or events could increase our costs and lower our revenues.
Although we maintain hull and machinery and war risks insurance, as well as protection and indemnity insurance, which may cover certain risks of loss resulting from such occurrences, our insurance coverage may be subject to deductibles and caps or may not cover such losses, and any of these circumstances or events could increase our costs or lower our revenues.
The Marshall Islands economic substance regulations require certain entities that carry out particular activities to comply with a three-part economic substance test whereby the entity must show that it (i) is directed and managed in the Marshall Islands in relation to that relevant activity, (ii) carries out core income-generating activity in relation to that relevant activity in the Marshall Islands (although it is being understood and acknowledged by the regulators that income-generated activities for shipping companies will generally occur in international waters) and (iii) having regard to the level of relevant activity carried out in the Marshall Islands has (a) an adequate amount of expenditures in the Marshall Islands, (b) adequate physical presence in the Marshall Islands and (c) an adequate number of qualified employees in the Marshall Islands.
The Marshall Islands economic substance regulations require certain entities that carry out particular activities to comply with a three-part economic substance test whereby the entity must show that it (i) is directed and managed in the Marshall Islands in relation to that relevant activity, (ii) carries out core income-generating activity in relation to that relevant activity in the Marshall Islands (although it is being understood and acknowledged by the regulators that income-generating activities for shipping companies will generally occur in international waters) and (iii) having regard to the level of relevant activity carried out in the Marshall Islands has (a) an adequate amount of expenditures in the Marshall Islands, (b) adequate physical presence in the Marshall Islands and (c) an adequate number of qualified employees in the Marshall Islands.
Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the headings “Risks Relating to Our Industry,” “Risks Relating to Our Company,” and “Risks Relating to Our Common Shares” and should be carefully considered, together with other information in this annual report on Form 20-F and our other filings with the Commission, before making an investment decision regarding our common shares. 3 Table of Contents The principal risk factors, as more particularly described in this “Item 3.
Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the headings “Risks Relating to Our Industry,” “Risks Relating to Our Company,” and “Risks Relating to Our Common Shares” and should be carefully considered, together with other information in this annual report on Form 20-F and our other filings with the Commission, before making an investment decision regarding our common shares. 4 Table of Contents The principal risk factors, as more particularly described in this “Item 3.
The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by members of the Organization of the Petroleum Exporting Countries, or OPEC, and other oil and gas producers, the imposition of new regulations adopted by the International Maritime Organization, or IMO, war and unrest in oil producing countries and regions, regional production patterns, and environmental concerns and regulations.
The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by members of the Organization of the Petroleum Exporting Countries, and other oil and gas producers, the imposition of new regulations adopted by the International Maritime Organization, or IMO, war and unrest in oil producing countries and regions, regional production patterns, and environmental concerns and regulations.
If such conditions are sustained, the longer-term net impact on the dry bulk market and our business would be difficult to predict with any degree of accuracy. Such events may have unpredictable consequences and contribute to instability in the global economy or cause a decrease in worldwide demand for certain goods and, thus, shipping transportation.
If such conditions are sustained, the longer-term net impact on the dry bulk market and our business would be difficult to predict with any degree of accuracy. Such events may have unpredictable consequences and contribute to instability in the global economy or cause a decrease in worldwide demand for certain goods and, thus, shipping.
Risks Relating to Our Company The market values of our vessels may decrease, which could limit the amount of funds that we can borrow in the future or trigger breaches of certain financial covenants under any current or future loan agreements and other financing agreements, and we may incur an impairment or, if we sell vessels following a decline in their market value, a loss.
Risks Relating to Our Company The market values of our vessels may decrease, which could limit the amount of funds that we can borrow in the future or trigger breaches of certain financial covenants under our current or future loan agreements and other financing agreements, and we may incur an impairment or, if we sell vessels following a decline in their market value, a loss.
Any of these occurrences could have a material adverse impact on our future performance, operating results, cash flows, financial position, and our ability to pay cash distributions to our shareholders. Risks associated with operating ocean-going vessels could affect our business and reputation, which could adversely affect our revenues and expenses. The operation of an ocean-going vessel carries inherent risks.
Any of these occurrences could have a material adverse impact on our future performance, results of operations, cash flows, financial position, and our ability to pay cash distributions to our shareholders. Risks associated with operating ocean-going vessels could affect our business and reputation, which could adversely affect our revenues and expenses. The operation of an ocean-going vessel carries inherent risks.
As a result, our financial performance will be significantly affected by conditions in the spot market or the relevant index rates and only vessels that operate under fixed-rate time charters would, during the period in which such vessels operate under such time charters, provide a fixed source of revenue to us.
As a result, our financial performance will be significantly affected by conditions in the spot freight market or the relevant index rates and only vessels that operate under fixed-rate time charters would, during the period in which such vessels operate under such time charters, provide a fixed source of revenue to us.
Additionally, any changes in the nature of cyber threats might require us to adopt additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. The war between Russia and Ukraine has been accompanied by cyber-attacks against the Ukrainian government and other countries in the region.
Any changes in the nature of cyber threats might require us to adopt additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. The war between Russia and Ukraine has been accompanied by cyber-attacks against the Ukrainian government and other countries in the region.
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.
However, the cost of future 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.
Further, if low charter rates in the dry bulk market decline further for any significant period, this could have an adverse effect on our vessel values and ability to comply with the financial covenants in our future loan agreements or other financing agreements.
Further, if low charter rates in the dry bulk market decline further for any significant period, this could have an adverse effect on our vessel values and ability to comply with the financial covenants in our loan agreements or other financing agreements.
See “Item 10.E. Tax Considerations – United States Federal Income Tax Consequences – United States Federal Income Taxation of U.S. Holders – Passive Foreign Investment Company Rules” for a more comprehensive discussion of the U.S. federal income tax consequences to U.S. shareholders if we are treated as a PFIC.
See “Item 10.E. Taxation – United States Federal Income Tax Consequences – United States Federal Income Taxation of U.S. Holders – Passive Foreign Investment Company Rules” for a more comprehensive discussion of the U.S. federal income tax consequences to U.S. shareholders if we are treated as a PFIC.
Hull fractures in dry bulk vessels may lead to the flooding of the vessel’s holds. If a dry bulk vessel suffers flooding in its forward holds, the bulk cargo may become so dense and waterlogged that its pressure may buckle the vessel’s bulkheads, leading to the loss of a vessel.
Hull fractures in dry bulk vessels may lead to the flooding of the vessels’ holds. If a dry bulk vessel suffers flooding in its forward holds, the bulk cargo may become so dense and waterlogged that its pressure may buckle the vessel’s bulkheads, leading to the loss of a vessel.
Whether such inflationary pressures will transition to a long-term inflationary environment and the effect of such a development on charter rates, vessel demand, and operating expenses in the sector in which we operate are uncertain.
Whether the present inflationary pressures will transition to a long-term inflationary environment and the effect of such a development on charter rates, vessel demand, and operating expenses in the sector in which we operate are uncertain.
If our charterers fail to pay their obligations, we would have to attempt to re-charter our vessels at lower charter rates, which would affect our ability to comply with our loan covenants and operate our vessels profitably.
Additionally, if our charterers fail to pay their obligations, we would have to attempt to re-charter our vessels at lower charter rates, which would affect our ability to comply with our loan covenants and operate our vessels profitably.
Any significant interruption or failure of our information systems or any significant breach of security could adversely affect or disrupt our business and could result in decreased performance and increased operating costs, causing our business and operating results to suffer.
Any significant interruption or failure of our information systems or any significant breach of security could adversely affect or disrupt our business and could result in decreased performance and increased operating costs, causing our business and results of operations to suffer.
For such services, we are paying to Fidelity (i) a monthly fee of $5,000 and (ii) commission fees equal to 0.5% of the collected gross hire, freight and demurrage which may be increased to 1.25% in cases when there is no other ship brokerage firm involved in the negotiations, charterparty drafting and final agreement in regards to the employment of our vessels.
For such services, we are paying to Fidelity (i) a monthly fee of $5,000 and (ii) commission fees equal to 0.5% of the collected gross hire, freight and demurrage which may be increased to 1.25% in cases when there is no other ship brokerage firm involved in the negotiations, charterparty drafting and final agreement regarding the employment of our vessels.
The operation of an ocean-going vessel carries inherent risks, which include the risk of the vessel or its cargo being damaged or lost because of events such as marine disasters, bad weather and other acts of God, business interruptions cause by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy, labor strikes, boycotts, and other similar circumstances or events.
The operation of an ocean-going vessel carries inherent risks, which include the risk of the vessel or its cargo being damaged or lost because of events such as marine disasters, bad weather and other acts of God, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy, labor strikes, boycotts, and other similar circumstances or events.
Although our business is not directly impacted by the war between Israel and Hamas, the related missile attacks by the Houthi regime in the Red Sea area has led to the diversion of a large part of the world fleet away from the Red Sea, increasing the tone-mile demand for most shipping sectors, including dry bulk, and resulting in higher freight rates.
Although our business is not directly impacted by the war between Israel and Hamas, the related missile attacks by the Houthi regime in the Red Sea area has led to the diversion of a large part of the world fleet away from the Red Sea, increasing the ton-mile demand for most shipping sectors, including dry bulk, and resulting in higher freight rates.
In addition, because of the presence of cross-default provisions in our loan agreements, a default by us under one loan could lead to defaults under other loan agreements and financing agreements.
In addition, because of the presence of cross-default provisions in our loan agreements, a default by us under one loan agreement could lead to defaults under other loan agreements and financing agreements.
For example, there is a risk that we could fail to qualify for exemption under Section 883 of the Code for a particular taxable year if “non-qualified” shareholders with a five percent or greater interest in our stock were, in combination with each other, to own 50% or more of the outstanding shares of our stock on more than half the days during the taxable year.
For example, there is a risk that we could fail to qualify for exemption under Section 883 of the Code for a particular taxable year if “non-qualified” shareholders with a five percent or greater interest in our common shares were, in combination with each other, to own 50% or more of outstanding common shares on more than half the days during the taxable year.
This could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common shares and our shareholders’ ability to realize any potential change of control premium. 36 Table of Contents We may not be able to maintain compliance with the Nasdaq Capital Market’s continued listing requirements.
This could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common shares and our shareholders’ ability to realize any potential change of control premium. 37 Table of Contents We may not be able to maintain compliance with the Nasdaq Capital Market’s continued listing requirements.
We pay our third-party technical managers a fixed management fee of $10,000 per month for the M/V Tradership, M/V Synthesea and M/V Exelixsea .
We pay our third-party technical managers a fixed management fee of $10,000 per month for the M/V Tradership and M/V Exelixsea .
Such increases may further reduce the quantity of goods to be shipped, shipping time schedules, voyage costs, and other associated costs, which could have an adverse impact on our charterers’ business, operating results, and financial condition and could thereby affect their ability to make timely charter hire payments to us and to employ our vessels.
Such increases may further reduce the quantity of goods to be shipped, shipping time schedules, voyage costs and other associated costs, which could have an adverse impact on our charterers’ business, results of operations and financial condition and could thereby affect their ability to make timely charter hire payments to us and to employ our vessels.
Interest rate derivatives may also be impacted by the transition to SOFR or to other alternative rates. 24 Table of Contents We depend on officers and directors who are associated with Seanergy, which may create conflicts of interest. Our officers and directors have fiduciary duties to manage our business in a manner beneficial to us and our shareholders.
Interest rate derivatives may also be impacted by the transition to SOFR or to other alternative rates. 25 Table of Contents We depend on officers and directors who are associated with Seanergy, which may create conflicts of interest. Our officers and directors have fiduciary duties to manage our business in a manner beneficial to us and our shareholders.
The volatility in the dry bulk charter market, from which we currently derive part of our revenues, has affected the dry bulk shipping industry and has harmed our business.
The volatility in the dry bulk charter market, from which we derive part of our revenues, has affected the dry bulk shipping industry and has harmed our business.
Various macroeconomic factors, including sustained inflation, higher interest rates, global supply chain constraints, and the effects of overall economic conditions and uncertainties, such as those resulting from the current and future conditions in the global financial markets, could adversely affect our business, results of operations, financial condition, and ability to pay dividends.
Various macroeconomic factors, including rising inflation, higher interest rates, global supply chain constraints, and the effects of overall economic conditions and uncertainties, such as those resulting from the current and future conditions in the global financial markets, could adversely affect our business, results of operations, financial condition, and ability to pay dividends.
The ongoing war in Ukraine has previously resulted in missile attacks on commercial vessels in the Black Sea and the recent outbreak of conflict in the Red Sea has also resulted in missile attacks on vessels.
The ongoing war in Ukraine has resulted in missile attacks on commercial vessels in the Black Sea and the recent outbreak of conflict in the Red Sea has also resulted in missile attacks on vessels.
See also “—Outbreaks of epidemic and pandemic diseases, including COVID-19, and any relevant governmental responses thereto could adversely affect our business, results of operations, or financial condition.” In addition, the continuing war in Ukraine, the length and breadth of which remains highly unpredictable, has led to increased economic uncertainty amidst fears of a more generalized military conflict or significant inflationary pressures, due to the increases in fuel and grain prices following the sanctions imposed on Russia.
See also “—Outbreaks of epidemic and pandemic diseases and any relevant governmental responses thereto could adversely affect our business, results of operations, or financial condition.” In addition, the continuing war in Ukraine, the length and breadth of which remains highly unpredictable, has led to increased economic uncertainty amidst fears of a more generalized military conflict or significant inflationary pressures, due to the increases in fuel and grain prices following the sanctions imposed on Russia.
If any of the following risks occur, our business, financial condition, operating results, and cash flows could be materially adversely affected and the trading price of our securities could decline. Summary of Risk Factors Below is a summary of the principal factors that make an investment in our common shares speculative or risky.
If any of the following risks occur, our business, financial condition, results of operations, and cash flows could be materially adversely affected and the trading price of our securities could decline. Summary of Risk Factors Below is a summary of the principal factors that make an investment in our common shares speculative or risky.
If we are unable to adequately maintain our vessels, we may be unable to prevent these events. Any of these circumstances or events could negatively impact our business, financial condition, and operating results. In addition, the loss of a vessel could harm our reputation as a safe and reliable vessel owner and operator.
If we are unable to adequately maintain our vessels, we may be unable to prevent these events. Any of these circumstances or events could negatively impact our business, financial condition, and results of operations. In addition, the loss of a vessel could harm our reputation as a safe and reliable vessel owner and operator.
Our operations may be adversely impacted by severe weather, including as a result of climate change. Tropical storms, hurricanes, typhoons, and other severe maritime weather events could result in the suspension of operations at the planned ports of call for our vessels and require significant deviations from planned routes.
Our operations may be adversely impacted by severe weather, including as a result of climate change. Tropical storms, hurricanes, typhoons, and other severe marine weather events could result in the suspension of operations at the planned ports of call for our vessels and require significant deviations from planned routes.
The extent to which our business, operating results, cash flows, financial condition, financings, value of our vessels, and ability to pay dividends may be negatively affected by a resurgence of COVID-19 or future pandemics, epidemics, or other outbreaks of infectious diseases is highly uncertain and will depend on numerous evolving factors that we cannot predict, including, but not limited to, (i) the duration and severity of the infectious disease outbreak; (ii) the imposition of restrictive measures to combat the outbreak and slow disease transmission; (iii) the introduction of financial support measures to reduce the impact of the outbreak on the economy; (iv) shortages or reductions in the supply of essential goods, services, or labor; and (v) fluctuations in general economic or financial conditions tied to the outbreak, such as a sharp increase in interest rates or reduction in the availability of credit.
The extent to which our business, results of operations, cash flows, financial condition, financings, value of our vessels, and ability to pay dividends may be negatively affected by future pandemics, epidemics, or other outbreaks of infectious diseases is highly uncertain and will depend on numerous evolving factors that we cannot predict, including, but not limited to, (i) the duration and severity of the infectious disease outbreak; (ii) the imposition of restrictive measures to combat the outbreak and slow disease transmission; (iii) the introduction of financial support measures to reduce the impact of the outbreak on the economy; (iv) shortages or reductions in the supply of essential goods, services, or labor; and (v) fluctuations in general economic or financial conditions tied to the outbreak, such as a sharp increase in interest rates or reduction in the availability of credit.
The fair market value of our vessels is dependent on other factors as well, including: • prevailing levels of charter rates; • general economic and market conditions affecting the shipping industry, including changes in global dry cargo commodity supply; 20 Table of Contents • competition from other shipping companies; • types, sizes, and age of vessels; • sophistication and condition of the vessels; • advances in vessel efficiency, such as the introduction of autonomous vessels; • where the vessel was built, as-built specifications, and subsequent modifications and improvements; • lifetime maintenance record; • supply and demand for vessels; • number of newbuilding deliveries; • number of vessels scrapped or otherwise removed from the world fleet; • scrap value of vessels; • changes in environmental and other regulations that may limit the useful life of vessels; • decreased costs and increases in use of other modes of transportation; • whether the vessel is equipped with scrubbers or not; • global economic or pandemic-related crises; • ability of buyers to access financing and capital; • technological advances; and • the cost of retrofitting or modifying existing ships to respond to technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, or otherwise.
The fair market value of our vessels is dependent on other factors as well, including: • prevailing levels of charter rates; • general economic and market conditions affecting the shipping industry, including changes in global dry cargo commodity supply; • competition from other shipping companies; • types, sizes, and age of vessels; • sophistication and condition of the vessels; • advances in vessel efficiency, such as the introduction of autonomous vessels; • where the vessel was built, as-built specifications, and subsequent modifications and improvements; 22 Table of Contents • lifetime maintenance record; • supply and demand for vessels; • number of newbuilding deliveries; • number of vessels scrapped or otherwise removed from the world fleet; • the scrap value of vessels; • cost of secondhand tonnage; • cost of newbuilding vessels; • cost of secondhand vessel acquisitions; • changes in environmental and other regulations that may limit the useful life of vessels; • decreased costs and increases in use of other modes of transportation; • whether the vessel is equipped with scrubbers or not; • global economic or pandemic-related crises; • governmental and other regulations, including environmental regulations; • ability of buyers to access financing and capital; • technological advances; and • the cost of retrofitting or modifying existing ships to respond to technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, or otherwise.
These additional costs could reduce the volume of goods shipped, resulting in a decreased demand for vessels and have a negative impact on our business, revenues and customer relations. 18 Table of Contents Acts of piracy on ocean-going vessels could adversely affect our business.
These additional costs could reduce the volume of goods shipped, resulting in a decreased demand for vessels and have a negative impact on our business, revenues and customer relations. 20 Table of Contents Acts of piracy on ocean-going vessels could adversely affect our business.
Additional conventions, laws and regulations may be adopted which could limit our ability to do business or increase the cost of our doing business and which may materially adversely affect our operations. 17 Table of Contents Regulations relating to ballast water discharge may adversely affect our revenues and profitability.
Additional conventions, laws and regulations may be adopted which could limit our ability to do business or increase the cost of our doing business and which may materially adversely affect our operations. 19 Table of Contents Regulations relating to ballast water discharge may adversely affect our revenues and profitability.
Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the Red Sea, the Gulf of Aden off the coast of Somalia, the Indian Ocean, and the Gulf of Guinea region off the coast of Nigeria, which has experienced increased incident of piracy in recent years.
Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the Red Sea, the Gulf of Aden off the coast of Somalia, the Indian Ocean, and the Gulf of Guinea region off the coast of Nigeria, which has experienced increased incidents of piracy in recent years.
A shipyard’s failure to deliver a vessel on time may result in the delay of revenue from the vessel. Any such failure or delay could have a material adverse effect on our operating results. We may be unable to obtain financing for any vessels we may acquire.
A shipyard’s failure to deliver a vessel on time may result in the delay of revenue from the vessel. Any such failure or delay could have a material adverse effect on our results of operations. We may be unable to obtain financing for vessels we may acquire.
The closure of ports, rerouting of vessels, damage of production facilities, as well as other delays caused by increasing frequency of severe weather, could stop operations or shipments for indeterminate periods and have a material adverse effect on our business, operating results, and financial condition. Pending and future tax law changes may result in significant additional taxes to us.
The closure of ports, rerouting of vessels, damage of production facilities, as well as other delays caused by increasing frequency of severe weather, could stop operations or shipments for indeterminate periods and have a material adverse effect on our business, results of operations and financial condition. Tax law changes may result in significant additional taxes to us.
Pending and future tax law changes may result in significant additional taxes to us. For example, the Organization for Economic Cooperation and Development published a “Programme of Work,” which was divided into two pillars. Pillar One focused on the allocation of group profits among taxing jurisdictions based on a market-based concept rather than the historical “permanent establishment” concept.
Tax law changes may result in significant additional taxes to us. For example, the Organization for Economic Cooperation and Development (the “OECD”) published a “Programme of Work,” which was divided into two pillars. Pillar One focused on the allocation of group profits among taxing jurisdictions based on a market-based concept rather than the historical “permanent establishment” concept.
Pursuant to the BWM Convention, BWMSs installed on or after October 28, 2020 shall be approved in accordance with BWMS Code, while BWMSs installed before October 23, 2020 must be approved taking into account guidelines developed by the IMO or the BWMS Code.
Pursuant to the BWM Convention amendments, BWMSs installed on or after October 28, 2020 shall be approved in accordance with BWMS Code, while BWMSs installed before October 28, 2020 must be approved taking into account guidelines developed by the IMO or the BWMS Code.
If our charterers fail to meet their obligations to us or attempt to renegotiate our charter agreements, we could suffer significant losses, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows. Rising crew costs may adversely affect our profits. Crew costs are expected to be a significant expense for us.
If our charterers fail to meet their obligations to us or attempt to renegotiate our charter agreements, we could suffer significant losses, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows. Rising crew costs may adversely affect our profits. Crew costs are anticipated to be a major expense for us.
However, these measures and technology may not adequately prevent security breaches and, therefore, it is difficult to assess the likelihood of such threat and any potential impact at this time. 32 Table of Contents In July 2023, the SEC adopted rules requiring the mandatory disclosure of material cybersecurity incidents, as well as cybersecurity governance and risk management practices.
However, these measures and technology may not adequately prevent security breaches and, therefore, it is difficult to assess the likelihood of such threat and any potential impact at this time. In July 2023, the SEC adopted rules requiring the mandatory disclosure of material cybersecurity incidents, as well as cybersecurity governance and risk management practices.
While fuel prices remained generally lower in 2023 as compared to 2022, fuel has and may become much more expensive in the future, including as a result of the ongoing war in Ukraine and the sanctions against Russia, the imposition of sulfur oxide emissions limits in January 2020, and reductions of carbon emissions from January 2023 under new regulations adopted by the IMO, which may reduce the profitability and competitiveness of our business versus other forms of transportation, such as truck or rail.
While fuel prices remained generally lower in 2024 and 2023 as compared to 2022, fuel has and may become much more expensive in the future, including as a result of the ongoing war in Ukraine and the sanctions against Russia, the imposition of tariffs and trade restrictions, the imposition of sulfur oxide emissions limits in January 2020, and reductions of carbon emissions from January 2023 under new regulations adopted by the IMO, which may reduce the profitability and competitiveness of our business versus other forms of transportation, such as truck or rail.
While much uncertainty remains regarding the global impact of the war in Ukraine, it is possible that such tensions could adversely affect our business, financial condition, operating results, and cash flows.
While much uncertainty remains regarding the global impact of the war in Ukraine, it is possible that such tensions could adversely affect our business, financial condition, results of operations, and cash flows.
The IMO has imposed updated guidelines for ballast water management systems specifying the maximum amount of viable organisms allowed to be discharged from a vessel’s ballast water. Depending on the date of the IOPP renewal survey, existing vessels constructed before September 8, 2017 must comply with the updated D-2 standard on or after September 8, 2019.
The IMO has imposed updated guidelines for ballast water management systems specifying the maximum amount of viable organisms allowed to be discharged from a vessel’s ballast water. Depending on the date of the IOPP renewal survey, existing vessels constructed before September 8, 2017 must comply with the updated D-2 standard.
Non-compliance with GDPR or other data privacy laws may expose entities to significant fines or other regulatory claims, which could have an adverse effect on our business and results of operations. A cyber-attack could materially disrupt our business. We rely on information technology systems and networks in our operations and administration of our business.
Non-compliance with GDPR or other data privacy laws may expose entities to significant fines or other regulatory claims, which could have an adverse effect on our business and results of operations. 33 Table of Contents A cyber-attack could materially disrupt our business. We rely on information technology systems and networks in our operations and administration of our business.
Risk Factors” below, include but are not limited to the following: • general dry bulk market conditions, including fluctuations in charter hire rates, vessel values, vessel supply, and demand for vessels; • general economic, political, and business conditions and disruptions, including sanctions, public health, war, piracy, terrorist attacks, and other measures; • our dependence on index-linked charters; • global economic conditions and disruptions in world financial markets and the resulting governmental action; • compliance with, and our liabilities under, governmental, tax, environmental, and safety laws and regulations; • changes in governmental regulation, tax, and trade matters and actions taken by regulatory authorities; • inherent operational risks, weather damage, seasonal fluctuations, and inspection procedures of the dry bulk industry; • increased scrutiny of environmental, social, and governance matters; • reliance on information systems and potential security breaches; • our borrowing availability under our loan agreements and other security agreements and compliance with the financial covenants therein, and ability to borrow new funds or refinance existing facilities; • our use of available funds, and the banks in which such funds are held; • capital expenditures and other costs, such as rising fuel prices, necessary to operate and maintain our fleet; • our dependence on a limited number of customers for a large part of our revenue; • our dependence on our charterers and other counterparties fulfilling their obligations; • our ability to attract and retain key management personnel and potentially manage growth and improve our operations and financial systems and staff; • delays or defaults by the shipyards in the construction of newbuildings, or defaults in constructions; or delays cancellations or non-completion of deliveries of purchased vessels; • our ability to successfully and profitably employ our vessels; • conflicts of interest which may arise from our officers’ and directors’ association with the Parent; • labor interruptions, including failure of industry groups to renew industry-wide collective bargaining agreements; • the aging of our fleet and vessel replacement; • our vessels becoming unavailable or going off-hire; • potential increased premium payments from protection and indemnity associations; • technological innovation and quality and efficiency requirements from our customers; • fluctuations in foreign currency exchange and interest rates, including volatility of SOFR and potential changes of the use of SOFR as a benchmark; • effects of worldwide inflationary pressures; • our dependence on the ability of our subsidiaries to distribute funds to us; • our ability to compete for charters; 4 Table of Contents • our dependence on the Parent and its wholly-owned management subsidiaries to partly operate our business; • fraud, fraudulent, and illegal behavior, including the smuggling of drugs or other contraband onto our vessels; • arrest or requisition of our vessels; • potential cyber-attacks; • effects of U.S. federal tax on us and our shareholders; • volatility in the price of our common shares, the continuation of a liquid trading market, and dilution of shareholders; • the superior voting rights of our Series B Preferred Shares and any conflict of interest of the holder of such shares; • the effect of anti-takeover provisions of our organization documents; • our ability to pay dividends; • delisting of our common shares from the Nasdaq Capital Market; • compliance with economic substance requirements; • our ability to access the credit and capital markets at the times and in the amounts needed on acceptable terms; • other factors that may affect our financial condition, liquidity, results of operations, and ability to pay dividends; and other risk factors discussed under “Item 3.
Risk Factors” below, include but are not limited to the following: Risks Relating to Our Industry • general dry bulk market conditions, including fluctuations in charter hire rates, vessel values, vessel supply, and demand for vessels; • general economic, political, and business conditions and disruptions, including sanctions, public health, war, piracy, terrorist attacks, and other measures; • our dependence on index-linked charters; • global economic conditions and disruptions in world financial markets and the resulting governmental action; • significant tariffs or other restrictions imposed on imports and related countermeasures could have a material adverse effect on our operations and financial results; • compliance with, and our liabilities under, governmental, tax, environmental, and safety laws and regulations; • changes in governmental regulation, tax, and trade matters and actions taken by regulatory authorities; • inherent operational risks, weather damage, seasonal fluctuations, and inspection procedures of the dry bulk industry; • increased scrutiny of environmental, social, and governance matters; Risks Relating to Our Company • reliance on information systems and potential security breaches; • our borrowing availability under our loan agreements and other security agreements and compliance with the financial covenants therein, and ability to borrow new funds or refinance existing facilities; • our use of available funds, and the banks in which such funds are held; • capital expenditures and other costs, such as increased fuel prices, necessary to operate and maintain our fleet; • our dependence on a limited number of customers for a large part of our revenue; • technological developments which affect global trade flows and supply chains may affect our business and results of operations; • our dependence on our charterers and other counterparties fulfilling their obligations; • our ability to attract and retain key management personnel and potentially manage growth and improve our operations and financial systems and staff; • delays or defaults by the shipyards in the construction of newbuildings, or defaults in constructions; or delays cancellations or non-completion of deliveries of purchased vessels; • our ability to successfully and profitably employ our vessels; • conflicts of interest which may arise from our officers’ and directors’ association with the Parent; • labor interruptions, including failure of industry groups to renew industry-wide collective bargaining agreements; 5 Table of Contents • the aging of our fleet and vessel replacement; • our vessels becoming unavailable or going off-hire; • potential increased premium payments from protection and indemnity associations; • technological innovation and quality and efficiency requirements from our customers; • fluctuations in foreign currency exchange and interest rates, including volatility of SOFR and potential changes of the use of SOFR as a benchmark; • effects of worldwide inflationary pressures; • our dependence on the ability of our subsidiaries to distribute funds to us; • our ability to compete for charters; • our dependence on the Parent and its wholly-owned management subsidiaries to partly operate our business; • fraud, fraudulent, and illegal behavior, including the smuggling of drugs or other contraband onto our vessels; • arrest or requisition of our vessels; • potential cyber-attacks; Risks Relating to Our Common Shares • effects of U.S. federal tax on us and our shareholders; • volatility in the price of our common shares, the continuation of a liquid trading market, and dilution of shareholders; • the superior voting rights of our Series B Preferred Shares and any conflict of interest of the holder of such shares; • the effect of anti-takeover provisions of our organization documents; • our ability to pay dividends; • delisting of our common shares from the Nasdaq Capital Market; • compliance with economic substance requirements; • our ability to access the credit and capital markets at the times and in the amounts needed on acceptable terms; • other factors that may affect our financial condition, liquidity, results of operations, and ability to pay dividends; and Other Risk Factors • other risk factors discussed under “Item 3.
Major market disruptions and the current adverse changes in market conditions and regulatory climate worldwide may adversely affect our business and operating results or impair our ability to borrow under our loan agreements or any future financial arrangements we may enter into contemplating borrowing from the public and/or private equity and debt markets.
Major market disruptions and the current adverse changes in market conditions and regulatory climate worldwide may adversely affect our business, results of operations or impair our ability to borrow under our loan agreements or any future financial arrangements we may enter into contemplating borrowing from the public and/or private equity and debt markets.
Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. We depend on Seanergy and its wholly owned management subsidiaries to partly operate our business and our business could be harmed if they fail to perform such services satisfactorily.
Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. 29 Table of Contents We depend on Seanergy and its wholly owned management subsidiaries to partly operate our business and our business could be harmed if they fail to perform such services satisfactorily.
While our vessels are laid up, we will pay lay-up costs, but those vessels will not be able to earn any hire. An over-supply of dry bulk vessel capacity may depress the current charter rates and vessel values and, in turn, adversely affect our profitability.
While our vessels are laid up, we will pay lay-up costs, but those vessels will not be able to earn any hire. 8 Table of Contents An over-supply of dry bulk vessel capacity may depress the current charter rates and vessel values and, in turn, adversely affect our profitability.
We can offer no assurance that we will be able to obtain the necessary financing for the acquisition of any vessels we may acquire on attractive terms or at all.
We can offer no assurance that we will be able to obtain the necessary financing for the acquisition of any vessels we may acquire in the future, on attractive terms or at all.
Worldwide economies have in the recent past experienced significant inflationary pressures, with price increases seen across many sectors globally. In response to such inflationary pressures, central banks made steep increases in interest rates, which resulted in increases to the interest rates available to us for the financing of our operations and investment activity.
Worldwide economies have in the recent past experienced inflationary pressures, with price increases seen across many sectors globally. In response to the inflationary pressures in recent years, central banks made steep increases in interest rates, which resulted in increases to the interest rates available to us for the financing of our operations and investment activity.
There are factual circumstances beyond our control that could cause us not to have the benefit of the tax exemption under Section 883 in 2024 or future years and thereby cause us to become subject to U.S. federal income tax on our U.S. source shipping income.
However, there are factual circumstances beyond our control that could cause us not to have the benefit of the tax exemption under Section 883 in 2025 or future years and thereby cause us to become subject to U.S. federal income tax on our U.S. source shipping income.
Claimants could try to assert “sister ship” liability against one of our vessels for claims relating to another of our vessels. Governments could requisition our vessels during a period of war or emergency, which could negatively impact our business, financial condition, results of operations, and available cash. A government could requisition for title or hire our vessels.
Claimants could try to assert “sister ship” liability against one of our vessels for claims relating to another of our vessels. Governments could requisition our vessels during a period of war or emergency, which could negatively impact our business, financial condition, results of operations, and available cash.
We may acquire additional vessels in the future and, if those vessels are not delivered on time or are delivered with significant defects, our earnings and financial condition could suffer. We may acquire additional vessels in the future.
Vessels we may acquire in the future are not delivered on time or are delivered with significant defects, our earnings and financial condition could suffer. We may acquire additional vessels in the future.
Key Information—D. Risk Factors.” Risks Relating to Our Industry Charter hire rates for dry bulk vessels are cyclical and volatile and the dry bulk market remains significantly below its historic high. This may adversely affect our earnings, revenue, and profitability and our ability to comply with our loan covenants or covenants in other financing agreements.
Key Information—D. Risk Factors.” 6 Table of Contents Risks Relating to Our Industry Charter hire rates for dry bulk vessels are cyclical and volatile and the dry bulk market remains significantly below its historic high. This may adversely affect our earnings, revenue, and profitability and our ability to comply with our loan covenants or covenants in other financing agreements.
Competition from more technologically advanced vessels could adversely affect the chartering opportunities available to us and the charter rates we will be able to negotiate, therefore adversely affecting our business, operating results, cash flows, and financial condition, while also significantly decreasing the resale value of our vessels. Worldwide inflationary pressures could negatively impact our results of operations and cash flows.
Competition from more technologically advanced vessels could adversely affect the chartering opportunities available to us and the charter rates we will be able to negotiate, therefore adversely affecting our business, results of operations, cash flows, and financial condition, while also significantly decreasing the resale value of our vessels. 26 Table of Contents Worldwide inflationary pressures could negatively impact our results of operations and cash flows.
Even though the overall level of the orderbook has declined over the recent years, an over-supply of dry bulk vessel capacity could depress the current charter rates.
Even though the overall level of the orderbook has declined over the past years, an over-supply of dry bulk vessel capacity could depress the current charter rates.
The successful operation of our vessels in the competitive spot charter market depends upon, among other things, obtaining profitable spot charters and minimizing, to the extent possible, time spent waiting for charters and time spent traveling unladen to pick up cargo.
The successful operation of our vessels in the competitive spot charter market depends upon, among other things, fixing profitable spot voyages and minimizing, to the extent possible, time spent waiting for charters and time spent traveling unladen to pick up cargo.
Compliance is to be on a companywide (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 has assumed all duties and responsibilities for the ship under the ISM Code, as well as the responsibility for full compliance under ETS.
Compliance is on a companywide (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 all duties and responsibilities for the ship under the ISM Code, as well as the responsibility for full compliance under the ETS.
While much uncertainty remains regarding the global impact of the war between Israel and Hamas, it is possible that such tensions could result in the eruption of further hostilities in other regions, including the Red Sea, and could adversely affect our business, financial conditions, operating results, and cash flows.
While much uncertainty remains regarding the global impact of the war between Israel and Hamas, it is possible that such tensions could result in the eruption of further hostilities in other regions, including the Red Sea, and could adversely affect our business, financial condition, results of operations and cash flows.
In addition, any detention hijacking as a result of an act of piracy against our vessels, or an increase in cost or unavailability of insurance for our vessels could have a material adverse impact on our business, financial condition, and operating results. The operation of dry bulk vessels has particular operational risks.
In addition, any detention hijacking as a result of an act of piracy against our vessels, or an increase in cost or unavailability of insurance for our vessels could have a material adverse impact on our business, financial condition, and results of operations. The operation of dry bulk vessels has specific operational risks.
The Baltic Dry Index, or the BDI, a daily average of charter rates for key dry bulk routes published by the Baltic Exchange Limited, has long been viewed as the main benchmark to monitor the movements of the dry bulk vessel charter market and the performance of the entire dry bulk shipping market and has generally been very volatile.
The Baltic Dry Index, or the BDI, a daily average of charter rates for key dry bulk routes published by the Baltic Exchange Limited, has long been viewed as the main benchmark to monitor the movements of the dry bulk vessel charter market and the performance of the entire dry bulk shipping market and has been very volatile in recent years.
Difficulty in hiring and retaining personnel could adversely affect our business and results of operations. Our vessels may suffer damage, and we may face unexpected repair costs, which could adversely affect our cash flow and financial condition.
Difficulty in hiring and retaining personnel could adversely affect our business and results of operations. 27 Table of Contents Our vessels may suffer damage, and we may face unexpected repair costs, which could adversely affect our cash flow and financial condition.
In addition, you should not assume that courts in the country in which we or our subsidiaries are incorporated or where our assets or the assets of our subsidiaries are located (1) would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based on those laws. 38 Table of Contents
In addition, you should not assume that courts in the countries in which we or our subsidiaries are incorporated or where our assets or the assets of our subsidiaries are located (1) would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based on those laws.
If central banks continue to increase interest rates, the resulting increase to the interest rates available to us on both existing loans on floating rate and new debt financings or refinancings we may pursue could adversely affect our cash flows and our ability to complete vessel acquisitions, take advantage of business opportunities, or respond to competitive pressures.
If central banks need to increase interest rates again, or if interest rates otherwise increase significantly, the resulting increase to the interest rates available to us on both existing loans on floating rate and new debt financings or refinancings we may pursue could adversely affect our cash flows and our ability to complete vessel acquisitions, take advantage of business opportunities, or respond to competitive pressures.
If our vessels fail to maintain their class certification or fail any annual survey, intermediate survey, or special survey, or if any scheduled class survey takes longer or is more expensive than anticipated, this could have a material adverse impact on our financial condition and results of operations.
If any of our vessels fails to maintain its class certification or fails any annual survey, intermediate survey, or special survey, or if any scheduled class survey takes longer or is more expensive than anticipated, this could have a material adverse impact on our financial condition and results of operations.
The Series B Preferred Shares, however, have no dividend rights or distribution rights, other than the right upon dissolution to receive a payment equal to $0.0001 per share. Our Chairman and Chief Executive Officer can therefore control 49.99% of the voting power of our outstanding capital stock.
The Series B Preferred Shares, however, have no dividend rights or distribution rights, other than the right upon dissolution to receive a payment equal to $0.0001 per share. As of the date of this annual report, our Chairman and Chief Executive Officer can therefore control 49.99% of the voting power of our outstanding capital stock.
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.
The ETS applies 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.
Ships sailing in U.S. waters are required to employ a type-approved BWMS which is compliant with USCG regulations. Amendments to the BWM Convention entered into force in June 2022 concerning commissioning testing of BWMS and the form of the International Ballast Water Management Certificate.
Ships sailing in U.S. waters are required to employ a type-approved BWMS which is compliant with United States Coast Guard, or USCG, regulations. Amendments to the BWM Convention entered into force in June 2022 concerning commissioning testing of BWMS and the form of the International Ballast Water Management Certificate.
Furthermore, the involvement of our vessels in an environmental disaster may harm our reputation as a safe and reliable vessel owner and operator. Any of these circumstances or events could have a material adverse effect on our business, operating results, and financial condition, as well as our cash flows.
Furthermore, the involvement of our vessels and other vessels we may acquire in an environmental disaster may harm our reputation as a safe and reliable vessel owner and operator. Any of these circumstances or events could have a material adverse effect on our business, results of operations, and financial condition, as well as our cash flows.
The effect of the E.U. list of non-cooperative jurisdictions, and any noncompliance by us with any legislation or regulations adopted by applicable countries to achieve removal from the list, including economic substance regulations, could have a material adverse effect on our business, financial conditions and operating results.
The effect of the EU list of non-cooperative jurisdictions, and any non-compliance by us with any legislation or regulations adopted by applicable countries to achieve removal from the list, including economic substance regulations, could have a material adverse effect on our business, financial conditions and operating results.
Any such attack or other breach of our information technology systems could have a material adverse effect on our business and results of operations.
Any such attack or other breach of or significant interruption or failure of our information technology systems could have a material adverse effect on our business and results of operations.
Maritime Transportation Security Act of 2002, or the MTSA, and regulations of the IMO, including, but not limited to, the International Convention on Civil Liability for Oil Pollution Damage of 1969, as from time to time amended and generally referred to as CLC, the IMO International Convention for the Prevention of Pollution from Ships of 1973, as from time to time amended and generally referred to as MARPOL, including the designation of emission control areas, or ECAs, thereunder, the IMO International Convention for the Safety of Life at Sea of 1974, as from time to time amended and generally referred to as SOLAS, the IMO International Convention on Load Lines of 1966, as from time to time amended and generally referred to as the LL Convention, the International Convention on Civil Liability for Bunker Oil Pollution Damage, generally referred to as the Bunker Convention, the IMO’s International Management Code for the Safe Operation of Ships and for Pollution Prevention, generally referred to as the ISM Code, the International Convention for the Control and Management of Ships’ Ballast Water and Sediments, generally referred to as the BWM Convention, and the International Ship and Port Facility Security Code, or ISPS.
These include, but are not limited to, the International Convention on Civil Liability for Oil Pollution Damage of 1969, as from time to time amended and generally referred to as CLC, the IMO International Convention for the Prevention of Pollution from Ships of 1973, as from time to time amended and generally referred to as MARPOL, including the designation of emission control areas, or ECAs, thereunder, the IMO International Convention for the Safety of Life at Sea of 1974, as from time to time amended and generally referred to as SOLAS, the IMO International Convention on Load Lines of 1966, as from time to time amended and generally referred to as the LL Convention, the International Convention on Civil Liability for Bunker Oil Pollution Damage, generally referred to as the Bunker Convention, the IMO’s International Management Code for the Safe Operation of Ships and for Pollution Prevention, generally referred to as the ISM Code, the International Convention for the Control and Management of Ships’ Ballast Water and Sediments, generally referred to as the BWM Convention, and the International Ship and Port Facility Security Code, or ISPS.
Outbreaks of epidemic and pandemic diseases, including COVID-19, and any relevant governmental responses thereto could adversely affect our business, results of operations, or financial condition.
Outbreaks of epidemic and pandemic diseases and any relevant governmental responses thereto could adversely affect our business, results of operations, or financial condition.
We conduct most of our operations outside of the United States and our business, operating results, cash flows, financial conditions, and available cash may be adversely affected by changing economic, political, and governmental conditions in the countries and regions in which our vessels are employed or registered.
We conduct most of our operations outside of the United States and our business, results of operations, cash flows, financial condition and available cash may be adversely affected by changing economic, political and governmental conditions in the countries and regions where our vessels or vessels we may acquire are employed or registered.
Upon redelivery of any vessels at the end of a period of time or voyage time charter, we may be obligated to repurchase bunkers on board at prevailing market prices, which could be materially higher than fuel prices at the inception of the charter period.
Upon redelivery of any vessels at the end of a period time charter or a voyage charter, we may be obligated to repurchase bunkers on board at prevailing market prices, or purchase bunkers to refuel the vessel in case of a voyage charter, which could be materially higher than fuel prices at the inception of the charter period.
These risks include the possibility of: • crew strikes and/or boycotts; • acts of God; • damage to or destruction of vessels due to marine disaster; • terrorism, piracy, or other detentions; • environmental accidents; • cargo and property losses or damage; and 12 Table of Contents • business interruptions caused by mechanical failure, grounding, fire, explosions and collisions, human error, war, political action in various countries, labor strikes, epidemics or pandemics, adverse weather conditions, and other circumstances or events.
These risks include the possibility of: • crew strikes and/or boycotts; • acts of God; • damage to or destruction of vessels due to marine disaster; • terrorism, piracy or other detentions; • environmental accidents; • cargo and property losses or damage; and • business interruptions caused by mechanical failure, grounding, fire, explosions and collisions, human error, war, political action in various countries, labor strikes, epidemics or pandemics, adverse weather conditions or other circumstances or events. 14 Table of Contents Any of these circumstances or events could increase our costs or lower our revenues.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Pursuant to the Spin-Off, Seanergy contributed the United Maritime Predecessor to us and $5.0 million in working capital in exchange for the distribution of all of our issued and outstanding common shares to Seanergy’s shareholders, 40,000 of our Series B preferred shares (“Series B Preferred Shares”), par value $0.0001 to the holder of all Seanergy’s issued and outstanding Series B preferred shares and 5,000 of our 6.5% Series C Cumulative Convertible Perpetual Preferred Shares (“Series C Preferred Shares”) to Seanergy.
Pursuant to the Spin-Off, Seanergy contributed the United Maritime Predecessor to us and $5.0 million in working capital in exchange for the distribution of all of our issued and outstanding common shares to Seanergy’s shareholders, 40,000 of our Series B Preferred Shares, par value $0.0001 to the holder of all Seanergy’s issued and outstanding Series B preferred shares and 5,000 of our 6.5% Series C Cumulative Convertible Perpetual Preferred Shares (“Series C Preferred Shares”) to Seanergy.
These vessels are almost exclusively carry minor bulk cargo. Increasingly, vessels of this type operate on regional trading routes, and may serve as trans-shipment feeders for larger vessels. Handysize vessels are well suited for small ports with length and draft restrictions. Their cargo gear enables them to service ports lacking the infrastructure for cargo loading and discharging.
These vessels almost exclusively carry minor bulk cargo. Increasingly, vessels of this type operate on regional trading routes, and may serve as trans-shipment feeders for larger vessels. Handysize vessels are well suited for small ports with length and draft restrictions. Their cargo gear enables them to service ports lacking the infrastructure for cargo loading and discharging.
In evaluating demand factors for dry bulk vessel capacity, we believe that dry bulk vessels can be the most versatile element of the global shipping fleets in terms of employment alternatives. 47 Table of Contents Charter Hire Rates Charter hire rates fluctuate by varying degrees among vessel size categories.
In evaluating demand factors for dry bulk vessel capacity, we believe that dry bulk vessels can be the most versatile element of the global shipping fleets in terms of employment alternatives. 47 Table of Contents Charter Hire Rates Charter hire rates fluctuate by varying degrees among dry bulk vessel size categories.
The volume and pattern of trade in a small number of commodities (major bulks) affect demand for larger dry bulk vessels. Therefore, charter rates and vessel values of larger vessels often show greater volatility. Conversely, trade in a greater number of commodities (minor bulks) drives demand for smaller dry bulk vessels.
The volume and pattern of trade in a small number of commodities (major bulks) affect demand for larger vessels. Therefore, charter rates and vessel values of larger vessels often show greater volatility. Conversely, trade in a greater number of commodities (minor bulks) drives demand for smaller dry bulk vessels.
The U.S. Clean Water Act, or CWA, prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges.
Clean Water Act, or CWA, prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges.
Regulation (EU) 2015/757 of the European Parliament and of the Council of 29 April 2015 (amended by Regulation (EU) 2016/2071 with respect to methods of calculating, inter alia, emission and consumption) governs the monitoring, reporting and verification of carbon dioxide emissions from maritime transport, and, subject to some exclusions, requires companies with ships over 5,000 gross tonnage to monitor and report carbon dioxide emissions annually, which may cause us to incur additional expenses.
Regulation (EU) 2015/757 of the European Parliament and of the Council of April 29, 2015 (amended by Regulation (EU) 2016/2071 with respect to methods of calculating, inter alia, emission and consumption) governs the monitoring, reporting and verification of carbon dioxide emissions from maritime transport, and, subject to some exclusions, requires companies with ships over 5,000 gross tonnage to monitor and report carbon dioxide emissions annually, which may cause us to incur additional expenses.
As of January 2019, large ships calling at EU ports have been required to collect and publish data on carbon dioxide emissions and other information. The system entered into force on 1 March 2018.
As of January 2019, large ships calling at EU ports have been required to collect and publish data on carbon dioxide emissions and other information. The system entered into force on March 1, 2018.
There are two key initiatives relevant to maritime arising from the proposals: (a) a bespoke emissions trading scheme for the maritime sector (Maritime ETS) which commenced in 2024 and which applies to all ships above a gross tonnage of 5,000; and (b) a FuelEU regulation which seeks to require all ships above a gross tonnage of 5,000 to carry on board a ‘FuelEU certificate of compliance’ from 30 June 2025 as evidence of compliance with the limits on the greenhouse gas intensity of the energy used on-board by a ship and with the requirements on the use of on-shore power supply (OPS) at berth.
There are two key initiatives relevant to maritime arising from the Proposals: (a) a bespoke emissions trading scheme for the maritime sector (ETS) which commenced in 2024 and which applies to all ships above a gross tonnage of 5,000; and (b) a FuelEU draft regulation which seeks to require all ships above a gross tonnage of 5,000 to carry on board a ‘FuelEU certificate of compliance’ from June 30, 2025 as evidence of compliance with the limits on the greenhouse gas intensity of the energy used on-board by a ship and with the requirements on the use of on-shore power supply (OPS) at berth.
Protection and indemnity insurance is a form of mutual indemnity insurance, extended by protection and indemnity mutual associations, or “clubs.” Our coverage limit is as per International Group’s rules, where there are standard sub-limits for oil pollution at $1 billion, passenger liability at $2 billion and seamen liabilities at $3 billion.
Protection and indemnity insurance is a form of mutual indemnity insurance, extended by protection and indemnity mutual associations, or “clubs.” Our coverage limit is as per the International Group’s rules, where there are standard sub-limits for oil pollution at $1 billion, passenger liability at $2 billion and seamen liabilities at $3 billion.
The 12 P&I Associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities in excess of each association’s own retention of $10 million up to, currently, approximately $8.9 billion.
The 12 P&I Associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities in excess of each association’s own retention of $10.0 million up to, currently, approximately $8.9 billion.
The SOLAS Convention regulation II-1/3-10 on goal-based ship construction standards for bulk carriers and oil tankers requires that all oil tankers and bulk carriers of 150 meters in length and above, for which the building contract is placed on or after July 1, 2016, satisfy applicable structural requirements conforming to the functional requirements of the International Goal-based Ship Construction Standards for Bulk Carriers and Oil Tankers, or GBS Standards.
Regulation II-1/3-10 requires that all oil tankers and bulk carriers of 150 meters in length and above, for which the building contract is placed on or after July 1, 2016, satisfy applicable structural requirements conforming to the functional requirements of the International Goal-based Ship Construction Standards for Bulk Carriers and Oil Tankers, or GBS Standards.
In aggregate, the acquisition cost for the vessel, following the exercise of the purchase option, will be approximately $27.0 million. On August 1, 2023, we declared a quarterly cash dividend of $0.075 per common share for the second quarter of 2023. The quarterly dividend was paid on October 6, 2023 to all shareholders of record as of September 22, 2023.
In aggregate, the acquisition cost for the vessel, following the exercise of the purchase option, was approximately $27.0 million. On August 1, 2023, we declared a quarterly cash dividend of $0.075 per common share for the second quarter of 2023. The quarterly dividend was paid on October 6, 2023 to all shareholders of record as of September 22, 2023.
Accordingly, charter rates and vessel values for those vessels are subject to less volatility. Charter hire rates paid for vessels are primarily a function of the underlying balance between vessel supply and demand, although at times other factors may play a role.
Accordingly, charter rates and vessel values for those vessels are subject to less volatility. Charter hire rates paid for dry bulk vessels are primarily a function of the underlying balance between vessel supply and demand, although at times other factors may play a role.
With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in ship’s bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur. Ships are required to maintain a certificate attesting that they maintain adequate insurance to cover an incident.
With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in ship’s bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur. 52 Table of Contents Ships are required to maintain a certificate attesting that they maintain adequate insurance to cover an incident.
The M/V Synthesea is chartered under a 12-month bareboat charter agreement, with a daily charter rate of $8,000 over the period of the bareboat charter, a downpayment of $7.0 million and a purchase option of $17.1 million at the end of the bareboat charter.
The M/V Synthesea was chartered under a 12-month bareboat charter agreement, with a daily charter rate of $8,000 over the period of the bareboat charter, a downpayment of $7.0 million and a purchase option of $17.1 million at the end of the bareboat charter.
(7) Chartered by an international commodities trader and delivered to the charterer on August 3, 2023 for a period employment of minimum 14 to about 16 months. The daily charter hire is based on the BPI.
(6) Chartered by an international commodities trader and delivered to the charterer on August 3, 2023 for a period employment of minimum 14 to about 16 months. The daily charter hire is based on the BPI.
The financial statements presented in this annual report for periods from January 1, 2022 to July 5, 2022 and for the fiscal year ended December 31, 2021 are carve-out financial statements of Seanergy’s consolidated historical financial statements. 39 Table of Contents Our common shares are listed on Nasdaq and began trading on the Nasdaq Capital Market on July 6, 2022 under the symbol “USEA”.
The financial statements presented in this annual report for periods from January 1, 2022 to July 5, 2022 and for the fiscal year ended December 31, 2021 are carve-out financial statements of Seanergy’s consolidated historical financial statements. Our common shares are listed on Nasdaq and began trading on the Nasdaq Capital Market on July 6, 2022 under the symbol “USEA”.
We believe that the operation of our vessels is in substantial compliance with applicable environmental laws and regulations and that our vessels has all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations.
We believe that the operation of our vessels is in substantial compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations.
Additional amendments to Annex VI became effective in April 2022, and revise, among other terms, the definition of “Sulphur content of fuel oil” and “low-flashpoint fuel” and pertaining to the sampling and testing of onboard fuel oil.
Additional amendments to Annex VI revising, among other terms, the definition of “Sulphur content of fuel oil” and “low-flashpoint fuel” and pertaining to the sampling and testing of onboard fuel oil, became effective in April 2022.
Effective January 2023, the Revised MARPOL Annex VI includes carbon intensity measures (requirements for ships to calculate their Energy Efficiency Existing Ship Index (EEXI) following technical means to improve their energy efficiency and to establish their annual operational carbon intensity indicator and rating (CII). MEPC 76 also adopted guidelines to support implementation of the amendments.
Effective from January 1, 2023, the Revised MARPOL Annex VI includes carbon intensity measures (requirements for ships to calculate their Energy Efficiency Existing Ship Index (EEXI) following technical means to improve their energy efficiency and to establish their annual operational carbon intensity indicator and rating). MEPC 76 also adopted guidelines to support implementation of the amendments.
Environmental and Other Regulations Government regulations and laws significantly affect the ownership and operation of our fleet.
Environmental and Other Regulations Government regulation and laws significantly affect the ownership and operation of our fleet.
Caribbean Sea ECA as well as ECAs designated in the future by the IMO. At MEPC 70 and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxide (also known as NECAs) for ships built after January 1, 2021. The EPA promulgated equivalent (and in some senses stricter) emissions standards in late 2009.
Caribbean Sea ECA as well as ECAs designated in the future by the IMO. At MEPC 70 and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxide for ships built after January 1, 2021. The EPA promulgated equivalent (and in some senses stricter) emissions standards in late 2009.
For example, the IMO adopted the International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or the BWM Convention, in 2004. The BWM Convention entered into force globally on September 8, 2017.
For example, the IMO adopted the International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or the BWM Convention, in 2004. The BWM Convention entered into force globally on September 9, 2017.
In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade.
In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental incidents, and the liabilities arising from owning and operating vessels in international trade.
Our management team has managed to repeatedly source vessel acquisition opportunities in the secondhand market for both ourselves and Seanergy, and then to profitably operate or dispose of such vessels, ensuring solid investment returns. 44 Table of Contents Strategies Opportunistic and sector-agnostic vessel acquisition strategy.
Our management team has managed to repeatedly source vessel acquisition opportunities in the secondhand market for both ourselves and Seanergy, and then to profitably operate or dispose of such vessels, ensuring solid investment returns. Strategies Opportunistic and sector-agnostic vessel acquisition strategy.
The USCG and European Union authorities have indicated that vessels not in compliance with the ISM Code by applicable deadlines will be prohibited from trading in U.S. and European Union ports, respectively. As of the date of this annual report, our vessels are ISM Code certified.
The USCG and European Union authorities have indicated that vessels not in compliance with the ISM Code by applicable deadlines will be prohibited from trading in U.S. and European Union ports, respectively. As of the date of this annual report, each of our vessels is ISM Code certified.
Technical Management We have entered into technical management agreements with Seanergy Shipmanagement for the M/V Goodship, M/V Gloriuship, M/V Chrisea, M/V Oasea and M/V Cretansea. Seanergy Shipmanagement is responsible for arranging, inter alia, the day-to-day operations, inspections, maintenance, repairs, drydocking, purchasing, insurance and claims handling.
Technical Management We have entered into technical management agreements with Seanergy Shipmanagement for the M/V Goodship, M/V Gloriuship, M/V Synthesea, M/V Chrisea, M/V Nisea and M/V Cretansea. Seanergy Shipmanagement is responsible for arranging, inter alia, the day-to-day operations, inspections, maintenance, repairs, drydocking, purchasing, insurance and claims handling.
Increased value insurance also covers excess liabilities which are not recoverable under our hull and machinery policy by reason of under insurance. 61 Table of Contents Protection and Indemnity Insurance Protection and indemnity insurance, provided by mutual protection and indemnity associations, or P&I Associations, covers our third-party liabilities in connection with our shipping activities.
Increased value insurance also covers excess liabilities which are not recoverable under our hull and machinery policy by reason of under insurance. Protection and Indemnity Insurance Protection and indemnity insurance, provided by mutual protection and indemnity associations, or P&I Associations, covers our third-party liabilities in connection with our shipping activities.
Additionally, we prioritize the well-being of our workforce through measures such as gender equality initiatives, comprehensive training programs, and robust health benefits. As we anticipate future challenges and opportunities, we are committed to proactively manage both operational and ESG-related risks.
Additionally, we prioritize the well-being of our workforce through measures such as comprehensive training programs, and robust health benefits. As we anticipate future challenges and opportunities, we are committed to proactively manage both operational and ESG-related risks.
MEPC 79 adopted amendments to Annex VI on the reporting of mandatory values related to the implementation of the IMO short-term GHG reduction measure, including attained EEXI, CII and rating values to the IMO DCS, which will become effective May 1, 2024.
MEPC 79 adopted amendments to Annex VI on the reporting of mandatory values related to the implementation of the IMO short-term GHG reduction measure, including attained EEXI, CII and rating values to the IMO DCS, which became effective May 1, 2024.
The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to VIDA, which was signed into law on December 4, 2018 and requires that the U.S. Coast Guard develop implementation, compliance, and enforcement regulations regarding ballast water.
The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to the Vessel Incidental Discharge Act, or VIDA, which was signed into law on December 4, 2018 and requires that the U.S. Coast Guard develop implementation, compliance, and enforcement regulations regarding ballast water.
The quarterly dividend was paid on July 6, 2023 to all shareholders of record as of June 22, 2023. 41 Table of Contents On August 1, 2023, we took delivery of the 78,020 dwt M/V Synthesea built in 2015 in Japan.
The quarterly dividend was paid on July 6, 2023 to all shareholders of record as of June 22, 2023. On August 1, 2023, we took delivery of the 78,020 dwt M/V Synthesea built in 2015 in Japan.
The Dry Bulk Shipping Industry The global dry bulk vessel fleet is divided into four categories based on a vessel’s carrying capacity. These categories are: Capesize. Capesize vessels have a carrying capacity exceeding 100,000 dwt. Only the largest ports around the world possess the infrastructure to accommodate vessels of this size.
The Dry Bulk Shipping Industry The global dry bulk vessel fleet is divided into four categories based on a vessel’s carrying capacity. These categories are: Capesize. Capesize vessels have a carrying capacity exceeding 100,000 dwt. A sub-sector of the Capesize category is the Newcastlemax. Only the largest ports around the world possess the infrastructure to accommodate vessels of this size.
However, there can be no assurance that such certificates will be maintained in the future. The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations. United States Regulations The U.S.
However, there can be no assurance that such certificates will be maintained in the future. The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations.
In October 2022, our board of directors authorized a third share buyback plan, pursuant to which we may repurchase up to an additional $3.0 million of our outstanding common shares in the open market. As extended, this plan expires on December 31, 2024.
In October 2022, our board of directors authorized a third share buyback plan, pursuant to which we may repurchase up to an additional $3.0 million of our outstanding common shares in the open market. As extended, this plan was set to expire on December 31, 2024.
Liquidity and Capital Resources— Loan Arrangements —August 2022 EnTrust Facility.” On August 29, 2023, we took delivery of the 76,361 dwt M/V Exelixsea built in 2011 in Japan.
Liquidity and Capital Resources— Loan Arrangements —August 2022 EnTrust Facility”. On August 29, 2023, we took delivery of the 76,361 dwt M/V Exelixsea built in 2011 in Japan.
Compliance with any new requirements of OPA and future legislation or regulations applicable to the operation of our vessels could negatively impact the cost of our operations and adversely affect our business.
Compliance with any new requirements of OPA and other environmental laws, and future legislation or regulations applicable to the operation of our vessels could negatively impact the cost of our operations and adversely affect our business.
Furthermore, the pattern seen in charter rates is broadly mirrored across the different charter types and the different vessel categories.
Furthermore, the pattern seen in charter rates is broadly mirrored across the different charter types and the different dry bulk vessel categories.
MEPC 79 adopted amendments to Annex VI on the reporting of mandatory values related to the implementation of the IMO short-term GHG reduction measure, including attained EEXI, CII and rating values to the IMO DCS, which will become effective May 1, 2024.
MEPC 79 adopted amendments to Annex VI on the reporting of mandatory values related to the implementation of the IMO short-term GHG reduction measure, including attained EEXI, CII and rating values to the IMO DCS, became effective May 1, 2024.
However, since June, prices lost some momentum given the increased effective vessel supply and the slower than anticipated freight market recovery. Price declines were observed until the fourth quarter of 2023 when values rebounded once again on the back of stronger demand and soaring freight rates.
However, in the second half, prices lost some momentum given the increased effective vessel supply and the slower than anticipated freight market recovery. Price declines were observed until the fourth quarter of 2023 when values rebounded once again on the back of stronger demand and soaring freight rates.
In addition, since March 18, 2024 V.Ships Greece provides crew management services to the M/V Goodship for a monthly fee of $2,200. Our vessels or additional vessels that we may acquire in the future may be managed by the Managers or by other unaffiliated management companies, including Fidelity, V. Ships and Global.
In addition, since March 18, 2024 and September 10, 2024 V.Ships Greece provides crew management services to the M/Vs Goodship and Nisea, respectively, for a monthly fee of $2,200. Our vessels or additional vessels that we may acquire in the future may be managed by the Managers or by other unaffiliated management companies, including Fidelity, V. Ships and Global Seaways.
The technical management agreements with Seanergy Shipmanagement provide for a fixed monthly management fee of $14,000 per vessel. In 2023, we were paying to Seanergy Shipmanagement a fixed monthly management fee of $14,000 per vessel for the M/V Gloriuship, M/V Chrisea, M/V Oasea and M/V Cretansea.
The technical management agreements with Seanergy Shipmanagement provide for a fixed monthly management fee of $14,000 per vessel. In 2024, we were paying to Seanergy Shipmanagement a fixed monthly management fee of $14,000 per vessel for the M/V Gloriuship, M/V Chrisea, M/V Nisea and M/V Cretansea.
New systems, 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.
From a risk management perspective, 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 gross proceeds of the offering were approximately $26.0 million. All the 1,200,000 pre-funded warrants issued in connection with the offering were exercised by the end of July 2022. As of March 28, 2024, 6,962,770 Class A warrants were outstanding expiring on July 20, 2027.
The gross proceeds of the offering were approximately $26.0 million. All the 1,200,000 pre-funded warrants issued in connection with the offering were exercised by the end of July 2022. As of April 7, 2025, 6,962,770 Class A warrants were outstanding expiring on July 20, 2027.
(2) Chartered by a major European charterer and delivered to the charterer on July 26, 2022 for a period employment of about 11 to about 15 months. On October 1, 2023, the charter period was extended for a period of about 11 to about 15 months and the daily charter hire is based on the BCI.
(2) Chartered by a major European charterer and delivered to the charterer on July 26, 2022 for a period employment of about 11 to about 15 months. The daily charter hire is based on the BCI.
OPA defines these other damages broadly to include: (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 54 Table of Contents (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.
OPA defines these other damages broadly to include: (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. 53 Table of Contents OPA contains statutory caps on liability and damages; such caps do not apply to direct clean-up costs.
Liquidity and Capital Resources – Sale and Leaseback Transactions – March 2023 Neptume Sale and Leaseback” and “Item 5. Operating and Financial Review and Prospects – B.
Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Sale and Leaseback Transactions – March 2023 Neptune Sale and Leaseback” and “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Sale and Leaseback Transactions – April 2023 Neptune Sale and Leaseback”.
On November 14, 2023, we declared a quarterly cash dividend of $0.075 per common share for the third quarter of 2023 payable to all shareholders of record as of December 22, 2023.
On November 14, 2023, we declared a quarterly cash dividend of $0.075 per common share for the third quarter of 2023. The quarterly dividend was paid on January 10, 2024, payable to all shareholders of record as of December 22, 2023.
On October 18, 2023, the EPA published a Supplemental Notice to the Vessel Incidental Discharge National Standards of Performance, which shares new ballast water information that the EPA received from the USCG. Comments to the Supplemental Notice were due by December 18, 2023.
On October 18, 2023, the EPA published a Supplemental Notice to the Vessel Incidental Discharge National Standards of Performance, which shares new ballast water information that the EPA received from the USCG.
On November 15, 2023, we entered into three separate and identical $10.0 million sale and leaseback agreements for the M/Vs Gloriuship, Goodship and Tradership with a Chinese lessor, for the purpose of refinancing the outstanding indebtedness of the respective vessels under the August 2022 EnTrust Facility. For more information, see “Item 5. Operating and Financial Review and Prospects – B.
On November 15, 2023, we entered into three separate and identical $10.0 million sale and leaseback agreements for the M/Vs Gloriuship, Goodship and Tradership with affiliates of Huarong Chinese lessor, for the purpose of refinancing the outstanding indebtedness of the respective vessels under the August 2022 EnTrust Facility. For more information, see “Item 5.
In April 2023, the European Parliament adopted the proposal from the European Commission to amend the regulation on monitoring carbon dioxide emissions from maritime transport. On July 14, 2021, the European Commission published a package of draft proposals as part of its ‘Fit for 55’ environmental legislative agenda and as part of the wider EU Green Deal growth strategy.
In September 2020, the European Parliament adopted the proposal from the European Commission to amend the regulation on monitoring carbon dioxide emissions from maritime transport. 55 Table of Contents On July 14, 2021, the European Commission published a package of draft proposals as part of its ‘Fit for 55’ environmental legislative agenda and as part of the wider EU Green Deal growth strategy (the “Proposals”).
(“United Management”), a wholly-owned subsidiary of the Company, has entered into a services agreement with the Company’s vessel-owning subsidiaries (the “SPVs”) for acting as agent of the SPVs in relation to the vessels’ commercial management services.
Commercial Management Effective April 1, 2023, United Management Corp. (“United Management”), a wholly-owned subsidiary of the Company, has entered into a services agreement with the Company’s vessel-owning subsidiaries (the “SPVs”) for acting as agent of the SPVs in relation to the vessels’ commercial management services.
Administrative functions that are being performed by Seanergy include but are not limited to investor relations, back-office, reporting, legal and secretarial services. The master management agreement provides for a fixed administration fee of $325 per vessel per day payable to Seanergy. The initial term of the master management agreement will expire on December 31, 2024.
Administrative functions that are being performed by Seanergy include but are not limited to investor relations, back-office, reporting, legal and secretarial services. The master management agreement provides for a fixed administration fee of $325 per vessel per day payable to Seanergy.
We currently operate a fleet of eight dry bulk vessels, comprising three Panamax, three Capesize and two Kamsarmax vessels with an aggregate cargo-carrying capacity of approximately 922,054 dwt and an age of approximately 14.7 years.
We currently operate a fleet of eight dry bulk vessels, comprising three Panamax, three Capesize and two Kamsarmax vessels with an aggregate cargo-carrying capacity of approximately 922,072 dwt and an age of approximately 15.0 years.
SRR requires that, from 31 December 2020, all existing ships sailing under the flag of EU member states and non-EU flagged ships calling at an EU port or anchorage must carry on-board an Inventory of Hazardous Materials (IHM) with a certificate or statement of compliance, as appropriate.
The 2013 regulations are vital to responsible ship recycling in the EU. SRR requires that, from 31 December 2020, all existing ships sailing under the flag of EU member states and non-EU flagged ships calling at an EU port or anchorage must carry on-board an Inventory of Hazardous Materials (IHM) with a certificate or statement of compliance, as appropriate.
The fair value of each share on the grant date was $ 2.635 . On March 27, 2024 , 67,000 shares vested, while 100,500 shares will vest on September 27, 2024 and 167,500 shares will vest on March 27, 2025 . On March 27, 2024, the August 2022 EnTrust Facility was refinanced with the Village Seven Sale and Leaseback.
The fair value of each share on the grant date was $2.635. On March 27, 2024, 67,000 shares vested, while 100,500 shares vested on September 27, 2024 and 167,500 shares vested on March 27, 2025. On March 27, 2024, the August 2022 EnTrust Facility was refinanced with the Village Seven Sale and Leaseback. For more information, see “Item 5.
Most insurance underwriters make it a condition for insurance coverage and lending that a vessel be certified “in class” by a classification society which is a member of the International Association of Classification Societies, the IACS. Our vessels are certified as being “in class” by their respective Classification Societies.
Most insurance underwriters make it a condition for insurance coverage and lending that a vessel be certified “in class” by a classification society which is a member of the International Association of Classification Societies, the IACS.
We currently operate three Capesize dry bulk vessels, two Kamsarmax dry bulk vessels and three Panamax dry bulk vessels, with an aggregate cargo-carrying capacity of approximately 922,054 dwt and an age of approximately 14.7 years.
We currently operate three Capesize dry bulk vessels, two Kamsarmax dry bulk vessels and three Panamax dry bulk vessels, with an aggregate cargo-carrying capacity of approximately 922,072 dwt and an age of approximately 15.0 years.
In addition, the time charter provides us with the option to convert the index linked rate to a fixed rate for a period of minimum two months based on the prevailing Panamax FFA for the selected period.
In addition, the time charter provides us with the option to convert the index linked rate to a fixed rate for the remaining period employment based on the prevailing Panamax FFA for the selected period.
It is intended to replace the VGP scheme and streamline the patchwork of federal, state, and local requirements for the commercial vessel community. The EPA has indicated that new federal discharge standards for vessels may be published in autumn 2024.
It intends to replace the VGP scheme and streamline the patchwork of federal, state, and local requirements for the commercial vessel community. The US Environmental Protection Agency, or EPA, has indicated that new federal discharge standards for vessels may be published in autumn 2024.
In relation to the M/V Goodship, we were paying to Seanergy Shipmanagement a fixed management fee of $10,000 in 2023 and up to March 17, 2024. Furthermore, we have appointed V. Ships as the technical managers of the M/Vs Tradership, Synthesea and Exelixsea. V. Ships’ services are provided at a fixed monthly management fee of $10,000 per vessel.
In relation to the M/V Oasea, we were paying to Seanergy Shipmanagement a fixed management fee of $14,000 up until July 19, 2024. Furthermore, we have appointed V. Ships as the technical managers of the M/Vs Tradership and Exelixsea. V. Ships’ services are provided at a fixed monthly management fee of $10,000 per vessel.
We have sold all four of these vessels as follows: (i) in October 2022, we sold the M/T Parosea and M/T Bluesea to an unaffiliated third-party for a gross sale price of $62.5 million; (ii) in December 2022, we sold the M/T Minoansea to an unaffiliated third-party for a gross sale price of $39.0 million; and (iii) in August 2023, we sold the M/T Epanastasea to an unaffiliated third party for a gross sale price of $37.5 million.
We sold all four of these vessels as follows: (i) in November 2022, we sold the M/T Parosea to an unaffiliated third-party for a gross sale price of $31.3 million; (ii) in December 2022, we sold the M/T Minoansea and M/T Bluesea to an unaffiliated third-party for an aggregate gross sale price of $70.3 million; and (iii) in August 2023, we sold the M/T Epanastasea to an unaffiliated third party for a gross sale price of $37.5 million.
On February 7, 2023, we entered into agreements with two unaffiliated third parties to purchase two Kamsarmax dry bulk vessels for an aggregate purchase price of $39.2 million, to be financed through a combination of cash on hand and proceeds from the Neptune sale and leaseback transactions described under “Item 5. Operating and Financial Review and Prospects – B.
On February 7, 2023, we entered into agreements with two unaffiliated third parties to purchase two Kamsarmax dry bulk vessels for an aggregate purchase price of $39.2 million, which were financed through a combination of cash on hand and proceeds from the Neptune Maritime Leasing Ltd. (“Neptune”) sale and leaseback transactions described under “Item 5.
Liquidity and Capital Resources – Sale and Leaseback Transactions – April 2023 Neptune Sale and Leaseback.” The first vessel, which was renamed M/V Oasea, was built in 2010 at Tsuneishi Zhoushan Shipbuilding, has a cargo-carrying capacity of 82,217 dwt and was delivered to the Company on March 27, 2023.
The first vessel, which was renamed M/V Oasea, was built in 2010 at Tsuneishi Zhoushan Shipbuilding, has a cargo-carrying capacity of 82,217 dwt and was delivered to the Company on March 27, 2023.
The vessel was delivered to the Company on February 21, 2023 under an 18-month bareboat charter at a daily rate of $7,300, a downpayment of $7.0 million and a purchase option of $12.4 million at the end of the charter period.
The vessel was delivered to the Company on February 21, 2023 under an 18-month bareboat charter at a daily rate of $7,300, a downpayment of $7.0 million and a purchase option of $12.4 million at the end of the charter period. In aggregate, the acquisition cost for the vessel, following the exercise of the purchase option, was approximately $23.4 million.
Amendments to the IMDG Code relating to segregation requirements for certain substances, and classification and transport of carbon came into effect in June 2022.
Amendments to the IMDG Code relating to segregation requirements for certain substances, and classification and transport of carbon, following incidents involving the spontaneous ignition of charcoal, came into effect in June 2022.
Oil Pollution Act of 1990 and the Comprehensive Environmental Response, Compensation and Liability Act The U.S. Oil Pollution Act of 1990, or OPA, established an extensive regulatory and liability regime for the protection and clean-up of the environment from oil spills.
Oil Pollution Act of 1990, or OPA, established an extensive regulatory and liability regime for the protection and clean-up of the environment from oil spills.
On February 28, 2023, we took delivery of the M/V Tradership. The acquisition of the M/V Tradership was financed by cash on hand and secured the amount of $8.2 million of the August 2022 EnTrust Facility (as defined in “Item 5.
On February 10, 2023, we took delivery of the M/V Goodship. The acquisition of the M/V Goodship was financed by cash on hand and secured the amount of $7.0 million of the August 2022 EnTrust Facility (as defined in “Item 5.
The various requirements, some of which are found in the SOLAS Convention, include, for example, on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship’s identity, position, course, speed and navigational status; on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore; the development of vessel security plans; ship identification number to be permanently marked on a vessel’s hull; a continuous synopsis record kept onboard showing a vessel’s history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship’s identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and compliance with flag state security certification requirements. 60 Table of Contents The USCG regulations, intended to align with international maritime security standards, effectively exempt non-U.S. vessels from MTSA vessel security measures, provided such vessels have on board a valid ISSC that attests to the vessel’s compliance with the SOLAS Convention security requirements and the ISPS Code.
The various requirements, some of which are found in the SOLAS Convention, include, for example, on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship’s identity, position, course, speed and navigational status; on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore; the development of vessel security plans; ship identification number to be permanently marked on a vessel’s hull; a continuous synopsis record kept onboard showing a vessel’s history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship’s identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and compliance with flag state security certification requirements.
(8) Chartered by an international commodities trader and delivered to the charterer on August 31, 2023 for a period employment of minimum 11 to about 14 months. The daily charter hire is based on the BPI.
On October 1, 2024, the new time charter period commenced for a duration of about 11 months to 14 months. (7) Chartered by an international commodities trader and delivered to the charterer on August 31, 2023 for a period employment of minimum 11 to about 14 months. The daily charter hire is based on the BPI.
(5) Chartered by an international commodities trader and delivered to the charterer on May 1, 2023 for a period employment of about 12 to about 14 months. The daily charter hire is based on the BPI.
(5) Chartered by an international commodities trader and delivered to the charterer on June 9, 2024 for a period employment of about 12 to about 15 months. The daily charter hire is based on the BPI.
Amendments to SOLAS chapter II-2, intended to prevent the supply of oil fuel not complying SOLAS flashpoint requirements, requiring that ships carrying oil fuel must, prior to bunkering, be provided with a declaration certifying that the oil fuel supplied is in conformity with regulation SOLAS II.2/4.2.1, will enter into effect January 1, 2026.
The document of compliance and safety management certificate are renewed as required. 51 Table of Contents Amendments to SOLAS chapter II-2, intended to prevent the supply of oil fuel not complying SOLAS flashpoint requirements, requiring that ships carrying oil fuel must, prior to bunkering, be provided with a declaration certifying that the oil fuel supplied is in conformity with regulation SOLAS II-2/4.2.1, will enter into effect January 1, 2026.
With regard to specified activities causing environmental damage, operators are strictly liable. The directive applies where damage has already occurred and where there is an imminent threat of damage. The directive requires preventative and remedial actions, and that operators report environmental damage or an imminent threat of such damage.
With regard to specified activities causing environmental damage, operators are strictly liable. The directive applies where damage has already occurred and where there is an imminent threat of damage.
Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or the ISM Code, our operations are also subject to environmental standards and requirements.
We believe that our vessels are in substantial compliance with SOLAS and LLMC standards. Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or the ISM Code, our operations are also subject to environmental standards and requirements.
At MEPC 80 in July 2023, the IMO adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, which identifies a number of levels of ambition, including (1) decreasing the carbon intensity from ships through implementation of further phases of energy efficiency for new ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030; and (3) pursuing net-zero GHG emissions by or around 2050.
In accordance with this roadmap, and as detailed above, pursuant to MPC 80, in July 2023, IMO adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, which identifies a number of “levels of ambition”, including (1) decreasing the carbon intensity from ships through the implementation of further phases of EEDI for new ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030, and (3) pursuing net-zero GHG emission by or around 2050.
In addition, the time charter provides us with the option to convert the index linked rate to a fixed rate for a period of minimum two months based on the prevailing Panamax FFA for the selected period.
In addition, the time charter provides us with the option to convert the variable charter hire to a fixed rate for a period of minimum two months priced at the prevailing Panamax FFA rate for the selected period.
Bureau of Safety and Environmental Enforcement’s, or BSEE, revised Production Safety Systems Rule, or PSSR, effective December 27, 2018, modified and relaxed certain environmental and safety protections under the 2016 PSSR. Additionally, the BSEE released a final Well Control Rule, which eliminated a number of provisions which could affect offshore drilling operations.
Bureau of Safety and Environmental Enforcement’s, or BSEE, revised Production Safety Systems Rule, or PSSR, effective December 27, 2018, modified and relaxed certain environmental and safety protections under the 2016 PSSR. Additionally, in August 2023 the BSEE released a final Well Control Rule, which strengthens testing and performance requirements, and may affect offshore drilling operations.
Army Corps of Engineers announced the revised WOTUS rule, which was published on January 18, 2023. In August 2023, the EPA and Department of the Army issued a final rule to amend the revised WOTUS definition to conform the definition of WOTUS to the U.S. Supreme Court’s interpretation of the Clean Water Act in its decision dated May 25, 2023.
Army Corps of Engineers announced the final revised WOTUS rule, which was published on January 18, 2023. In August 2023, the EPA and Department of the Army issued a final rule to amend the revised WOTUS definition to conform the definition of WOTUS to the U.S.
Our Current Fleet The following table lists the vessel in our fleet as of the date of this annual report: Vessel Name ​Sector Year Built Dwt Flag Yard Type of Employment Goodship Dry Bulk / Capesize 2005 177,536 Liberia Mitsui T/C Index Linked (1) Tradership Dry Bulk / Capesize 2006 176,925 Marshall Islands Namura T/C Index Linked (2) Gloriuship Dry Bulk / Capesize 2004 171,314 Marshall Islands Hyundai T/C Index Linked (3) Oasea Dry Bulk / Kamsarmax 2010 82,217 Marshall Islands Tsuneishi T/C Index Linked (4) Cretansea Dry Bulk / Kamsarmax 2009 81,508 Marshall Islands Universal T/C Index Linked (5) Chrisea Dry Bulk / Panamax 2013 78,173 Marshall Islands Shin Kurushima T/C Index Linked (6) Synthesea Dry Bulk / Panamax 2015 78,020 Liberia Sasebo T/C Index Linked (7) Exelixsea Dry Bulk / Panamax 2011 76,361 Marshall Islands Oshima T/C Index Linked (8) 43 Table of Contents (1) Chartered by a drybulk operator and delivered to the charterer on October 17, 2023 for a period of about 11 to about 13 months.
Upon the completion of the sale of this vessel, the Company’s operating fleet will consist of seven dry bulk vessels, which an aggregate cargo carrying capacity of 750,758 dwt. 43 Table of Contents Our Current Fleet The following table lists the vessel in our fleet as of the date of this annual report: Vessel Name ​Size Class Year Built Dwt Flag Yard Type of Employment Goodship Capesize 2005 177,536 LIB Mitsui T/C Index Linked (1) Tradership Capesize 2006 176,925 MI Namura T/C Index Linked (2) Gloriuship Capesize 2004 171,314 MI Hyundai Spot Employment Nisea Kamsarmax 2016 82,235 LIB Oshima T/C Fixed Rate (3) Cretansea Kamsarmax 2009 81,508 MI Universal T/C Index Linked (4) Chrisea Panamax 2013 78,173 MI Shin Kurushima T/C Index Linked (5) Synthesea Panamax 2015 78,020 LIB Sasebo T/C Index Linked (6) Exelixsea Panamax 2011 76,361 MI Oshima T/C Index Linked (7) Key to Flags: MI – Marshall Islands, LIB – Liberia (1) Chartered by a dry bulk operator and delivered to the charterer on October 17, 2023 for a period of about 11 to about 13 months.
In addition, the time charter provides us with the option to convert the index linked rate to a fixed rate for a period of minimum two months based on the prevailing Panamax FFA for the selected period.
In addition, the time charter provides us with the option to convert the index linked rate to a fixed rate for a period of minimum two months based on the prevailing Panamax FFA for the selected period. On July 10, 2024, the charterer agreed to extend the time charter agreement in direct continuation from the previous agreement.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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On August 9, 2023, the Company entered into a deed of accession, amendment and restatement of the August 2022 EnTrust Facility in order to replace the collateral vessel securing this facility. Under the terms of the amended agreement, the $15.0 million tranche was secured by the M/V Exelixsea and bore a fixed rate of 9.0% per annum.
On August 9, 2023, the Company entered into a deed of accession, amendment and restatement of the August 2022 EnTrust Facility in order to replace the collateral vessel securing this facility. Under the terms of the amended agreement, the $15.0 million tranche was secured by the M/V Exelixsea and bore a fixed rate of 9.00% per annum.
As a result, the charter-free market value of our vessels may have declined below the vessels’ carrying value or right-of use assets, even though we would not impair the vessel’s carrying value or right-of use under our accounting impairment policy.
As a result, the charter-free market values of our vessels may have declined below the vessels’ carrying value or right-of use assets, even though we would not impair the vessel’s carrying value or right-of use assets under our accounting impairment policy.
Our estimate is based on information available from various industry sources, including: • reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values; • news and industry reports of similar vessel sales; 77 Table of Contents • news and industry reports of sales of vessels that are not similar to our vessels where we have made certain adjustments in an attempt to derive information that can be used as part of our estimates; • approximate market values for our vessels or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers have generally disseminated; • offers that we may have received from potential purchasers of our vessels; and • vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping industry participants and observers.
Our estimate is based on information available from various industry sources, including: • reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values; • news and industry reports of similar vessel sales; • news and industry reports of sales of vessels that are not similar to our vessels where we have made certain adjustments in an attempt to derive information that can be used as part of our estimates; • approximate market values for our vessels or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers have generally disseminated; • offers that we may have received from potential purchasers of our vessels; and • vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping industry participants and observers.
Loan Arrangements Loan Facilities repaid during the years ended December 31, 2023 July 2022 EnTrust Facility On July 1, 2022, the loan facility entered into between Seanergy and Kroll Agency Services Limited and Kroll Trustee Services Limited as facility agent and security agent, respectively, and certain nominees of EnTrust Global as lenders, for the M/V Gloriuship , was amended for the purposes of replacing Seanergy with the Company as guarantor upon the consummation of the Spin-Off (the “July 2022 Entrust Facility”).
Loan Facilities repaid during the years ended December 31, 2024 and December 31, 2023 July 2022 EnTrust Facility On July 1, 2022, the loan facility entered into between Seanergy and Kroll Agency Services Limited and Kroll Trustee Services Limited as facility agent and security agent, respectively, and certain nominees of EnTrust Global as lenders, for the M/V Gloriuship , was amended for the purposes of replacing Seanergy with the Company as guarantor upon the consummation of the Spin-Off (the “July 2022 Entrust Facility”).
The August 2023 EnTrust Facility was secured by a first priority mortgage and a general assignment covering earnings, insurances and requisition compensation over the M/V Exelixsea, an account pledge agreement concerning the earnings account of the vessel, a shares security agreement concerning the vessel-owning subsidiary’s shares and relevant technical and commercial managers’ undertakings.
The August 2022 EnTrust Facility was secured by a first priority mortgage and a general assignment covering earnings, insurances and requisition compensation over the M/V Exelixsea, an account pledge agreement concerning the earnings account of the vessel, a shares security agreement concerning the vessel-owning subsidiary’s shares and relevant technical and commercial managers’ undertakings.
We made a down payment in the amount of $3.75 million upon the signing of the agreement and a further down payment of $3.75 million is payable prior to the expected date of delivery of the vessel. In aggregate, the acquisition cost for the vessel, assuming exercise of the purchase option, will be approximately $28.4 million.
We made a down payment in the amount of $3.75 million upon the signing of the agreement and a further down payment of $3.75 million was payable prior to the expected date of delivery of the vessel. In aggregate, the acquisition cost for the vessel, assuming exercise of the purchase option, will be approximately $28.4 million.
Available days are the number of ownership days less the aggregate number of days that our vessels are off-hire due to major repairs, dry-dockings, lay-up or special or intermediate surveys. The shipping industry uses available days to measure the aggregate number of days in a period during which vessels are available to generate revenues. Operating days.
Available days are the number of ownership days less the aggregate number of days that our vessels are off-hire due to major repairs, dry-dockings, lay-up or special or intermediate surveys, which are the repair days. The shipping industry uses available days to measure the aggregate number of days in a period during which vessels are available to generate revenues.
The Company is required to maintain a security cover ratio (as defined in the bareboat charter) of at least 120% for the first twelve months and at least 130% thereafter. In addition, the lessee is required to maintain minimum liquidity of approximately $0.4 million in its operating account.
The Company was required to maintain a security cover ratio (as defined in the bareboat charter) of at least 120% for the first twelve months and at least 130% thereafter. In addition, the lessee was required to maintain minimum liquidity of approximately $0.4 million in its operating account.
The facility bore a fixed interest rate of 7.90% and was repayable through two quarterly installments of $0.5 million and one of $1.0 million falling nine, twelve and fifteen months after the drawdown and a final balloon of $10.0 million payable at maturity.
The facility bore a fixed interest rate of 7.90% per annum and was repayable through two quarterly installments of $0.5 million and one of $1.0 million falling nine, twelve and fifteen months after the drawdown and a final balloon of $10.0 million payable at maturity.
To minimize such subjectivity, our analysis for the year ended December 31, 2023, for which indicators of impairment were identified, also involved sensitivity analysis to the model input we believe is more important and likely to change.
To minimize such subjectivity, our analysis for the year ended December 31, 2024, for which indicators of impairment were identified, also involved sensitivity analysis to the model input we believe is more important and likely to change.
The table set forth below indicates (i) the carrying value of our vessels and right-of use assets as of December 31, 2023 and December 31, 2022, respectively, and (ii) if we believe our vessels had a basic market value below their carrying value.
The table set forth below indicates (i) the carrying value of our vessels and right-of use assets as of December 31, 2024 and December 31, 2023, respectively, and (ii) if we believe our vessels had a basic market value below their carrying value.
The charterhire principal of each sale and leaseback transaction amortizes through 36 monthly installments of approximately $0.1 million and a purchase obligation of $5.0 million at the expiration of each bareboat agreement. The applicable interest rate is 3-month Term SOFR plus 3.3% per annum. As of December 31, 2023, the aggregate charterhire principal was $ 30.0 million.
The charterhire principal of each sale and leaseback transaction amortizes through 36 monthly installments of approximately $0.1 million and a purchase obligation of $5.0 million at the expiration of each bareboat agreement. The applicable interest rate is 3-month term SOFR plus 3.30% per annum. As of December 31, 2024, the aggregate charterhire principal was $25.0 million.
The vessel owner pays the vessel operating expenses, which include crew costs, provisions, deck and engine stores and spares, lubricants, insurance, maintenance and repairs. The vessel owner is also responsible for each vessel’s dry-docking and intermediate and special survey costs. Time charter rates are usually fixed during the term of the charter.
The vessel owner pays the vessel operating expenses, which include crew costs, provisions, deck and engine stores and spares, lubricants, insurance, maintenance and repairs. The vessel owner is also responsible for each vessel’s dry-docking and intermediate and special survey costs. Time charter rates are usually index linked during the term of the charter.
Specifically, in the period from 2010 to 2023, the size of the dry bulk fleet in terms of deadweight tons grew by an annual average of about 5% while the corresponding growth in demand for dry bulk carriers grew by 3%, resulting in a drop of about 50% in the value of the BDI over the period.
Specifically, in the period from 2010 to 2024, the size of the fleet in terms of deadweight tons grew by an annual average of about 5.0% while the corresponding growth in demand for dry bulk carriers grew by 3.0%, resulting in a drop of about 50% in the value of the BDI over the period.
At the end of the optional period, the Company has the option to take ownership of the vessel at nominal additional cost. The applicable interest rate is 3-month Term SOFR plus 2.65% per annum. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions. 71 Table of Contents C.
At the end of the optional period, the Company has the option to take ownership of the vessel at nominal additional cost. The applicable interest rate is 3-month term SOFR plus 2.65% per annum. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions.
For a description of all our significant accounting policies, see Note 2 to our annual audited financial statements included in this annual report. 76 Table of Contents Impairment of Long-lived Assets We review our long-lived assets for impairment whenever events or changes in circumstances, such as prevailing market conditions, obsolescence or damage to the asset, business plans to dispose a vessel earlier than the end of its useful life and other business plans, indicate that the carrying amount of the assets, plus unamortized dry-docking costs and cost of any equipment not yet installed or right-of use assets, may not be recoverable.
For a description of all our significant accounting policies, see Note 2 to our annual audited financial statements included in this annual report. 71 Table of Contents Impairment of Long-lived Assets We review our long-lived assets for impairment whenever events or changes in circumstances, such as prevailing market conditions, obsolescence or damage to the asset, business plans to dispose a vessel earlier than the end of its useful life and other business plans, indicate that the carrying amount of the assets, plus unamortized dry-docking costs or right-of use assets, may not be recoverable.
United Maritime Corporation Fleet Data: Year ended December 31, 2023 For the period from January 20, 2022 (date of inception) to December 31, 2022 Ownership days 2,339 614 Available days 2,200 614 Operating days 2,143 610 Fleet utilization 91.6 % 99.3 % Average Daily Results: TCE rate(1) $ 15,380 $ 28,752 Daily Vessel Operating Expenses(2) $ 6,861 $ 7,265 United Maritime Predecessor For the period from January 1, 2022 through July 5, 2022 Fleet Data: Ownership days 186 Available days 126 Operating days 116 Fleet utilization 62.3 % Average Daily Results: TCE rate(1) $ 16,267 Daily Vessel Operating Expenses(2) $ 5,914 74 Table of Contents (1) We include TCE rate, a non-GAAP measure, as we believe it provides additional meaningful information in conjunction with net revenues from vessels, the most directly comparable U.S.
United Maritime Corporation Fleet Data: Year ended December 31, 2024 Year ended December 31, 2023 For the period from January 20, 2022 (date of inception) to December 31, 2022 Ownership days 2,875 2,339 614 Available days 2,787 2,200 614 Operating days 2,778 2,143 610 Fleet utilization 96.6 % 91.6 % 99.3 % Average Daily Results: TCE rate(1) $ 15,719 $ 15,380 $ 28,752 Daily Vessel Operating Expenses(2) $ 6,616 $ 6,861 $ 7,265 69 Table of Contents United Maritime Predecessor For the period from January 1, 2022 through July 5, 2022 Fleet Data: Ownership days 186 Available days 126 Operating days 116 Fleet utilization 62.3 % Average Daily Results: TCE rate(1) $ 16,267 Daily Vessel Operating Expenses(2) $ 5,914 (1) We include TCE rate, a non-GAAP measure, as we believe it provides additional meaningful information in conjunction with net revenues from vessels, the most directly comparable U.S.
The difference between the carrying value of our vessels or right-of use assets and their market value of $ 5.5 million and $3.1 million, as of December 31, 2023 and 2022, respectively, represents the amount by which we believe we would have had to reduce our net income if we sold our vessel, on industry standard terms, in cash transactions, and to a willing buyer where we are not under any compulsion to sell, and where the buyer was not under any compulsion to buy as of December 31, 2023 and 2022.
The difference between the carrying value of our vessels or right-of use assets and their market value of $5.2 million and $5.5 million, as of December 31, 2024 and 2023, respectively, represents the amount by which we believe we would have had to reduce our net income if we sold our vessels, on industry standard terms, in cash transactions, and to a willing buyer where we are not under any compulsion to sell, and where the buyer was not under any compulsion to buy as of December 31, 2024 and 2023.
Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. 66 Table of Contents B.
Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. B.
The period a vessel is not being chartered or is unable to perform the services for which it is required under a charter. Dry-docking. We periodically dry-dock our vessels for inspection, repairs and maintenance and any modifications to comply with industry certification or governmental requirements. Time charter.
The period a vessel is not being chartered or is unable to perform the services for which it is required under a charter. Dry-docking. We periodically dry-dock each of our vessels for inspection, repairs and maintenance and any modifications to comply with industry certification or governmental requirements. 68 Table of Contents Time charter.
For period from January 20, 2022 up to December 31, 2022 and for the year ended December 31, 2023, the accompanying financial statements reflect the financial position and results of United Maritime Corporation and of its consolidated subsidiaries. 62 Table of Contents This discussion contains forward-looking statements that involve risks, uncertainties, and assumptions.
For period from January 20, 2022 up to December 31, 2022 and for the years ended December 31, 2023 and December 31, 2024, the accompanying financial statements reflect the financial position and results of United Maritime Corporation and of its consolidated subsidiaries. This discussion contains forward-looking statements that involve risks, uncertainties, and assumptions.
The vessel will be chartered-in under an 18-month bareboat charter agreement, with a down payment of $7.5 million, at a daily charter rate of $8,000. We also have the option to purchase the vessel at the end of the bareboat charter period for a purchase price of $16.6 million.
The vessel is chartered-in under an 18-month bareboat charter agreement, with a down payment of $7.5 million (already paid), at a daily charter rate of $8,000 over the period of the bareboat charter. We also have the option to purchase the vessel at the end of the bareboat charter period for a purchase price of $16.6 million.
(In thousands of US Dollars, except operating days and TCE rate) United Maritime Corporation Year ended December 31, 2023 For the period from January 20, 2022 (date of inception) to December 31, 2022 Vessel revenue, net $ 36,067 $ 22,784 Voyage expenses $ (3,107 ) $ (5,245 ) Time charter equivalent revenues $ 32,960 $ 17,539 Operating days 2,143 610 TCE rate $ 15,380 $ 28,752 (In thousands of US Dollars, except operating days and TCE rate) United Maritime Predecessor For the period from January 1, 2022 through July 5, 2022 Vessel revenue, net $ 2,327 Voyage expenses $ (440 ) Time charter equivalent revenues $ 1,887 Operating days 116 TCE rate $ 16,267 75 Table of Contents (In thousands of US Dollars, except ownership days and Daily Vessel Operating Expenses) United Maritime Corporation Year ended December 31, 2023 For the period from January 20, 2022 (date of inception) to December 31, 2022 Vessel operating expenses 20,338 5,179 Pre-delivery expenses (4,291 ) (718 ) Vessel operating expenses before pre-delivery expenses $ 16,047 $ 4,461 Ownership days 2,339 614 Daily Vessel operating expenses $ 6,861 $ 7,265 (In thousands of US Dollars, except ownership days and Daily Vessel Operating Expenses) United Maritime Predecessor For the period from January 1, 2022 through July 5, 2022 Vessel operating expenses $ 1,100 Ownership days 186 Daily Vessel operating expenses $ 5,914 E.
(In thousands of US Dollars, except operating days and TCE rate) United Maritime Corporation Year ended December 31, 2024 Year ended December 31, 2023 For the period from January 20, 2022 (date of inception) to December 31, 2022 Vessel revenue, net $ 45,439 $ 36,067 $ 22,784 Voyage expenses $ (1,771 ) $ (3,107 ) $ (5,245 ) Time charter equivalent revenues $ 43,688 $ 32,960 $ 17,539 Operating days 2,778 2,143 610 TCE rate $ 15,719 $ 15,380 $ 28,752 70 Table of Contents (In thousands of US Dollars, except operating days and TCE rate) United Maritime Predecessor For the period from January 1, 2022 through July 5, 2022 Vessel revenue, net $ 2,327 Voyage expenses $ (440 ) Time charter equivalent revenues $ 1,887 Operating days 116 TCE rate $ 16,267 (In thousands of US Dollars, except ownership days and Daily Vessel Operating Expenses) Year ended December 31, 2024 Year ended December 31, 2023 For the period from January 20, 2022 (date of inception) to December 31, 2022 Vessel operating expenses $ 19,745 $ 20,338 $ 5,179 Pre-delivery expenses $ (724 ) $ (4,291 ) $ (718 ) Vessel operating expenses before pre-delivery expenses $ 19,021 $ 16,047 $ 4,461 Ownership days 2,875 2,339 614 Daily Vessel Operating Expenses $ 6,616 $ 6,861 $ 7,265 (In thousands of US Dollars, except ownership days and Daily Vessel Operating Expenses) United Maritime Predecessor For the period from January 1, 2022 through July 5, 2022 Vessel operating expenses $ 1,100 Ownership days 186 Daily Vessel operating expenses $ 5,914 E.
April 2023 Neptune Sale and Leaseback On April 26, 2023, following the delivery of the M/V Cretansea, we entered into a $12.25 million sale-and-leaseback agreement with a subsidiary of Neptune, for the purpose of partly financing the acquisition cost of M/V Cretansea.
Existing Sale and Leaseback Activities April 2023 Neptune Sale and Leaseback On April 26, 2023, following the delivery of the M/V Cretansea, we entered into a $12.25 million sale-and-leaseback agreement with a subsidiary of Neptune Maritime Leasing Ltd. (“Neptune”), for the purpose of partly financing the acquisition cost of M/V Cretansea.
The increase is related to the increase in ownership days for vessels that were under related parties’ management, from 365 days in 2022 to 1,208 days in 2023. Management Fees – Management fees amounted to $0.5 million in 2023 and $0.3 million in 2022.
The increase is related to the increase in ownership days for vessels that were under related parties’ management, from 1,208 days in 2023 to 1,777 days in 2024. Management Fees – Management fees amounted to $0.5 million in 2024 and $0.5 million in 2023.
Operating Results Principal Factors Affecting Our Business The principal factors that affect our financial position, results of operations and cash flows include the following: • number of vessels owned and operated; • voyage charter rates; • time charter trip rates; • period time charter rates; • the nature and duration of our voyage charters; • vessels repositioning; • vessel operating expenses and direct voyage costs; • maintenance and upgrade work; • the age, condition and specifications of our vessels; • issuance of our common shares and other securities; • amount of debt obligations; and • financing costs related to debt obligations.
Results of operations Principal Factors Affecting Our Business The principal factors that affect our financial position, results of operations and cash flows include the following: • number of vessels owned and operated; • voyage charter rates; • time charter trip rates; • period time charter rates; • the nature and duration of our voyage charters; • vessels repositioning; • vessel operating expenses and direct voyage costs; • maintenance and upgrade work; • the age, condition and specifications of our vessels; • issuance of our common shares and other securities; • amount of debt obligations; and • financing costs related to debt obligations. 60 Table of Contents We are also affected by the types of charters we enter into.
Sale and Leaseback Transactions initiated after December 31, 2023 Village Seven Sale and Leaseback On February 22, 2024, we entered into a $13.8 million sale and leaseback agreement with Village Seven Co., Ltd and V7 Fune Inc. (collectively, “Village Seven”) in order to refinance the August 2022 EnTrust Facility.
Sale and Leaseback Transactions New Sale and Leaseback Activities during the year ended December 31, 2024 Village Seven Sale and Leaseback On February 22, 2024, we entered into a $13.8 million sale and leaseback agreement with Village Seven Co., Ltd and V7 Fune Inc. (collectively, “Village Seven”) in order to refinance the August 2022 EnTrust Facility.
This increase was partially offset by a decrease in TCE rate in 2023 compared of that of 2022. Please see the reconciliation of TCE rate to net revenues from vessels, the most directly comparable U.S. GAAP measure in “Item 5. Operating and Financial Review and Prospects – D. Trend Information – Key Performance Indicators”.
This increase was also enhanced by a slight increase in TCE rate in 2024 compared of that of 2023. Please see the reconciliation of TCE rate (a non-GAAP measure) to net revenues from vessels, the most directly comparable U.S. GAAP measure in “Item 5. Operating and Financial Review and Prospects – D. Trend Information – Key Performance Indicators”.
Our sensitivity analysis revealed that, to the extent that going forward the 10-year historical charter rates, excluding the outliers, would not decline by more than 24 % for Capesize vessels and 13% for Panamax and Kamsarmax vessels, we would not require to recognize impairment for the year ended December 31, 2023.
Our sensitivity analysis revealed that, to the extent that going forward the 10-year historical charter rates, excluding the outliers, would not decline by more than 13% for Panamax and Kamsarmax vessels, we would not require to recognize impairment for the year ended December 31, 2024. 73 Table of Contents
We are also affected by the types of charters we enter into. Vessels operating on period time charters and bareboat time charters provide more predictable cash flows, but can yield lower profit margins than vessels operating in the spot charter market, either on trip time charters or voyage charters, during periods characterized by favorable market conditions.
Vessels operating on period time charters and bareboat time charters provide more predictable cash flows, but can yield lower profit margins than vessels operating in the spot charter market, either on trip time charters or voyage charters, during periods characterized by favorable market conditions.
The charterhire principal will amortize through forty-eight consecutive monthly installments of $0.2 million paid in advance, which could extend to seventy-two installments in case of exercise of the two-year optional period. The Company has continuous options to repurchase the vessel at predetermined prices, following the second anniversary of the bareboat charter.
The charterhire principal is repayable through 48 consecutive monthly installments of $0.2 million paid in advance, which could extend to 72 installments in case of exercise of the two-year optional period. The Company has continuous options to repurchase the vessel at predetermined prices, following the second anniversary of the bareboat charter.
Voyage Expenses – Voyage expenses amounted to $3.1 million in 2023 and $5.7 million in 2022. The decrease is attributed to the 114 operating days that our fleet was chartered in the spot market in 2022 compared to 44 days in 2023, during which such expenses are borne by the owners.
Voyage Expenses – Voyage expenses amounted to $1.8 million in 2024 and $3.1 million in 2023. The decrease is mainly attributed to the 44 operating days that our fleet was chartered in the spot market in 2023 compared to NIL days in 2024, during which such expenses are borne by the owners.
In particular, in terms of our estimates for the time charter equivalent for the unfixed period, we use a combination of one-year charter rates estimate and the average of the trailing 10-year historical charter rates, excluding outliers.
In particular, in terms of our estimates for the time charter equivalent for the unfixed period, we use a combination of one-year charter rates estimate and the average of the trailing 10-year historical charter rates, excluding outliers, inflated annually by a 2.0% growth rate.
The carrying value includes, as applicable, vessel costs or right-of use assets, plus any unamortized deferred dry-docking costs and costs of any equipment not yet installed.
The carrying value includes, as applicable, vessel costs or right-of use assets, plus any unamortized deferred dry-docking costs.
On March 6, 2024, we entered into a bareboat charter agreement for an 82,235 dwt Kamsarmax dry bulk carrier built in 2016 in Japan, which will be renamed Nisea and is expected to be delivered to the Company between June and October 2024.
On March 6, 2024, we entered into a bareboat charter agreement for an 82,235 dwt Kamsarmax dry bulk carrier built in 2016 in Japan, which was renamed Nisea and was delivered to the Company in September 2024.
Loss on extinguishment of debt – The loss in the year ended December 31, 2023 is attributable to the loss of $0.03 million following the repayment of the July 2022 EnTrust Facility and a loss of $0.06 million following the repayment of the August 2022 EnTrust Facility.
The loss in 2023 is attributable to the loss of $0.03 million following the repayment of the July 2022 EnTrust Facility and a loss of $0.06 million following the repayment of the August 2022 EnTrust Facility.
The charterhire principal amortizes in sixty consecutive monthly installments of approximately $0.1 million each along with a purchase obligation of $6.4 million due in March 2028. The applicable interest rate is 3-month Term SOFR plus 4.25% per annum. As of December 31, 2023, the outstanding charterhire principal was $ 11.4 million.
The charterhire principal amortizes in 60 consecutive monthly installments of approximately $0.1 million each along with a purchase obligation of $6.4 million. The applicable interest rate is 3-month term SOFR plus 4.25% per annum.
For purposes of this calculation, we assumed that the vessel would be sold at a price that reflected our estimate of their charter-free market value as of December 31, 2023 and 2022. ​ Carrying value plus unamortized dry-docking costs and cost of any equipment not yet installed as of (in millions of U.S. dollars) Vessel Year Built Dwt December 31, 2023 ​ December 31, 2022 Gloriuship 2004 171,314 15.9 * 17.6 * Goodship 2005 177,536 16.2 - Tradership 2006 179,925 20.0 * - Oasea 2010 82,217 18.7 - Cretansea 2009 81,508 18.9 * - Chrisea 2013 78,173 21.5 * - Synthesea 2015 78,020 26.2 * - Exelixsea 2011 76,361 17.6 - Epanastasea 2008 109,647 - 20.3 TOTAL 155.0 37.9 * Indicates Company’s vessels or right-of use assets for which we believe, as of December 31, 2023 and 2022, the basic charter-free market value was lower than the vessel’s carrying value or right-of use assets plus unamortized dry-docking costs and cost of any equipment not yet installed.
For purposes of this calculation, we assumed that the vessels would be sold at a price that reflected our estimate of their charter-free market value as of December 31, 2024 and 2023. ​ Carrying value plus unamortized dry-docking costs as of (in millions of U.S. dollars) Vessel Year Built Dwt December 31, 2024 (in millions of U.S. dollars) December 31, 2023 (in millions of U.S. dollars) Tradership 2006 179,925 17.2 20.0 * Goodship 2005 177,536 16.4 16.2 Gloriuship 2004 171,314 - 15.9 * Nisea 2016 82,235 27.6 * - Oasea 2010 82,217 - 18.7 Cretansea 2009 81,508 19.0 * 18.9 * Chrisea 2013 78,173 20.5 21.5 * Synthesea 2015 78,020 25.0 * 26.2 * Exelixsea 2011 76,361 16.5 17.6 TOTAL 142.2 155.0 * Indicates Company’s vessels or right-of use assets for which we believe, as of December 31, 2024 and 2023, the basic charter-free market value was lower than the vessel’s carrying value or right-of use assets plus unamortized dry-docking costs. 72 Table of Contents Our estimate of charter-free market value assume that our vessels were in good and seaworthy condition without need for repair and if inspected would be certified in class without notations of any kind.
This facility was fully repaid on March 27, 2024 in connection with the entry into the Village Seven Sale and Leaseback, and all obligations under the facility were irrevocably and unconditionally discharged.
The facility agreement included certain restrictions on dividends from the borrower’s accounts and other distributions. This facility was fully repaid on March 27, 2024 in connection with the entry into the Village Seven Sale and Leaseback, and all obligations under the facility were irrevocably and unconditionally discharged.
In 2023, the total size of the dry bulk fleet rose by about 3.1%, compared to demand growth of 5.2%. According to tentative projections, the total size of the dry bulk fleet is expected to rise by about 2.3% in 2024, compared to expected demand growth of 1.5%.
In 2024, the total size of the dry bulk fleet rose by about 3.0%, compared to demand growth of 4.9%. According to tentative projections, the total size of the dry bulk fleet is expected to rise by about 3.0% in 2025, compared to expected demand growth of 0.7%.
Net Cash from Financing Activities Net cash provided by financing activities for the year ended December 31, 2023 was $9.9 million. The 2023 cash inflows resulted mainly from $54.5 million proceeds from long term debt and other financial liabilities and $1.9 million proceeds from issuance of shares following warrant exercises.
The 2023 cash inflows resulted mainly from $54.5 million proceeds from long term debt and other financial liabilities and $1.9 million proceeds from issuance of shares following warrant exercises.
The undiscounted projected operating cash inflows are determined by considering the charter revenues from existing time charters for the fixed days and an estimated daily time charter equivalent for the non-fixed days (based on a combination of one year charter rates estimate and the average of the trailing 10-year historical charter rates, excluding the outliers) adjusted for commissions, expected off hires due to scheduled vessel maintenance and estimated unexpected breakdown off hires.
The undiscounted projected operating cash inflows are determined by considering the charter revenues from existing time charters for the fixed days and an estimated daily time charter equivalent for the non-fixed days, based on a combination of one year charter rates estimate and the average of the trailing 10-year historical charter rates, excluding the outliers, inflated annually by a 2.0% growth rate.
The Company has continuous options to repurchase the vessel throughout the duration of the charter, while at the end of the five-year bareboat period, it has the obligation to repurchase the vessel for $6.4 million.
The Company sold and chartered back the vessel from the Neptune subsidiary under a bareboat charter for a five-year period. The Company had continuous options to repurchase the vessel throughout the duration of the charter, while at the end of the five-year bareboat period, it had the obligation to repurchase the vessel for $6.4 million.
Huarong Sale and Leaseback On November 15, 2023, the Company entered into three identical $10.0 million sale and leaseback transactions with affiliates of China Huarong Shipping Financial Leasing Company Ltd.
As of December 31, 2024, the outstanding charterhire principal was $10.3 million. 66 Table of Contents Huarong Sale and Leaseback On November 15, 2023, the Company entered into three identical $10.0 million sale and leaseback transactions with affiliates of China Huarong Shipping Financial Leasing Company Ltd.
Fleet utilization is the percentage of time that our vessels was generating revenues and is determined by dividing operating days by ownership days for the relevant period. Fleet Utilization is used to measure a company’s ability to efficiently find suitable employment for its vessels and minimize the number of days that its vessels are off-hire for unforeseen events. Off-hire.
Fleet Utilization is used to measure a company’s ability to efficiently find suitable employment for its vessels and minimize the number of days that its vessels are off-hire for unforeseen events.
Net Cash from Operating Activities Net cash used in operating activities for the year ended December 31, 2023 amounted to $6.2 million. Net cash provided by operating activities in the period from inception date (January 20, 2022) through December 31, 2022 amounted to $7.9 million.
Net Cash from Operating Activities Net cash provided by operating activities for the year ended December 31, 2024 amounted to $3.3 million. Net cash used in operating activities for the year ended December 31, 2023 amounted to $6.2 million.
Sale and Leaseback Transactions Sale and Leaseback Activities initiated during the year ended December 31, 2023 March 2023 Neptune Sale and Leaseback 70 Table of Contents On March 31, 2023, following the delivery of M/V Oasea, the Company entered into a $12.25 million sale and leaseback agreement with a subsidiary of Neptune Maritime Leasing Ltd.
Sale and Leaseback Transactions repaid during the year ended December 31, 2024 and December 31, 2023 March 2023 Neptune Sale and Leaseback On March 31, 2023, following the delivery of M/V Oasea, the Company entered into a $12.25 million sale and leaseback agreement with a subsidiary of Neptune, for the purpose of partly financing the acquisition cost of M/V Oasea.
The charterhire principal amortizes in sixty consecutive monthly installments of approximately $0.1 million each along with a purchase obligation of $6.4 million due in April 2028. The applicable interest rate is 3-month Term SOFR plus 4.25% per annum. As of December 31, 2023, the outstanding charterhire principal was $ 11.5 million.
The charterhire principal was repayable in 60 consecutive monthly installments of approximately $0.1 million each along with a purchase obligation of $6.4 at the expiration of the bareboat charter. The applicable interest rate was 3-month term SOFR plus 4.25% per annum.
Liquidity and Capital Resources As of December 31, 2023, we did not have any contractual obligations other than the loan agreements, finance leases, other financial liabilities and capital expenditures for vessels acquisitions described below. In January 2024, we distributed $0.7 million as a quarterly cash dividend to our common shareholders.
Liquidity and Capital Resources As of December 31, 2024, we did not have any contractual obligations other than the loan agreements, finance leases, other financial liabilities, capital expenditures for vessels acquisitions described below and the remaining capital commitments of Euro 4.4 million related to the ECV project.
Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses recorded during that period. Available days.
Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses recorded during that period. Our calculation of Ownership Days may not be comparable to that reported by other companies due to differences in methods of calculation. Available days.
An aggregate amount of $0.4 million was paid to Seanergy Management for this sale in 2023, representing 1% of the gross sale price. The gain of $36.1 million in the year ended December 31, 2022 is attributable to the sale of three tanker vessels.
Gain on sale of vessels – The gain of $1.4 million in 2024 is attributable to the sale of the M/V Oasea in July 2024. An aggregate amount of $0.2 million was paid to Seanergy Management for this sale in 2024, representing 1% of the gross sale price.
These include the following: Ownership days. Ownership days are the total number of calendar days in a period during which we owned or chartered in on bareboat basis for our vessels comprising our fleet.
Important Measures and Definitions for Analyzing Results of Operations We use a variety of financial and operational terms and concepts. These include the following: Ownership days. Ownership days are the total number of calendar days in a period during which we owned or chartered in on bareboat basis each vessel in our fleet.
As of the date of this annual report, our cash flow projections indicate that cash on hand and cash to be provided by operating activities, financing activities and investing activities or a combination of any of those (i.e. debt agreements, vessel sales, sale and leaseback activities and finance leases) will be sufficient to cover the liquidity needs that become due in the twelve-month period ending one year after the financial statements’ issuance, including obligations arising from purchase options in finance lease agreements and for vessel acquisitions.
As of the date of this annual report, our cash flow projections indicate that cash on hand and cash to be provided by operating activities, financing activities and investing activities or a combination of any of those (i.e. debt agreements, vessel sales, sale and leaseback activities and finance leases) will be sufficient to meet our obligations and cover the liquidity needs that become due in the twelve-month period ending one year after the financial statements’ issuance, including obligations arising from purchase options in finance lease agreements and for vessel acquisitions. 63 Table of Contents Cash Flows (In thousands of US Dollars) Year ended December 31, 2024 Year ended December 31, 2023 From the date of inception (January 20, 2022) through December 31, 2022 Cash Flow Data: Net cash provided by / (used in) operating activities 3,264 (6,228 ) 7,875 Net cash provided by / (used in) investing activities 7,949 (59,138 ) 6,488 Net cash (used in) / provided by financing activities (18,952 ) 9,935 55,569 Year ended December 31, 2024, as compared to year ended December 31, 2023 Cash and cash equivalents and restricted cash, non-current, as of December 31, 2024 were $6.8 million.
On December 5, 2023, the total amount outstanding under this facility was fully repaid in connection with the entry into the Huarong Sale and Leaseback and all obligations under the facility were irrevocably and unconditionally discharged. 69 Table of Contents Loan Facilities repaid after December 31, 2023 August 2022 EnTrust Facility In August 2022, we entered into a secured loan facility of $63.6 million (the “August 2022 EnTrust Facility”) with Kroll Agency Services Limited and Kroll Trustee Services Limited, as facility agent and security agent, respectively, and certain nominees of EnTrust Global as lenders to partially finance the acquisition of the M/Ts Parosea, Bluesea, Minoansea and Epanastasea at a fixed rate of 7.90% per annum.
August 2022 EnTrust Facility In August 2022, the Company entered into a secured loan facility of $63.6 million with Kroll Agency Services Limited and Kroll Trustee Services Limited, as facility agent and security agent, respectively, and certain nominees of EnTrust Global as lenders to partially finance the acquisition of the M/Ts Parosea, Bluesea, Minoansea and Epanastasea at a fixed rate of 7.90% per annum.
Operating and Financial Review and Prospects – E. Critical Accounting Estimates our critical accounting policies, because they potentially result in material different results under different assumptions and conditions.
Operating and Financial Review and Prospects – E. Critical Accounting Estimates our critical accounting policies, because they potentially result in material different results under different assumptions and conditions. For a description of all our significant accounting policies, see Note 2 to our annual audited financial statements included in this annual report.
Operating days are the number of available days in a period less the aggregate number of days that our vessels are off-hire due to unforeseen circumstances. Operating days include the days that our vessels are in ballast voyages without having fixed their next employment.
Operating days include the days that our vessels are in ballast voyages without having fixed their next employment. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels could actually generate revenues.
Following the 2023 amendments, the August 2022 EnTrust Facility was repayable through one installment of $ 0.5 million on the twelfth month after the original drawdown date, and an installment of $ 1.5 million on the fifteenth month after the original drawdown date, followed by a balloon installment of $13.0 million payable at maturity.
On December 5, 2023, we prepaid the $12.2 million outstanding indebtedness under the two tranches secured by the M/V Goodship and M/V Tradership, using proceeds from the Huarong Sale and Leaseback agreement, described below. 65 Table of Contents Following the 2023 amendments, the August 2022 EnTrust Facility was repayable through one installment of $0.5 million on the twelfth month after the original drawdown date, and an installment of $1.5 million on the fifteenth month after the original drawdown date, followed by a balloon installment of $13.0 million payable at maturity.
The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels could actually generate revenues. Our calculation of Operating Days may not be comparable to that reported by other companies due to differences in methods of calculation. Fleet utilization.
Our calculation of Available Days may not be comparable to that reported by other companies due to differences in methods of calculation. Operating days. Operating days are the number of available days in a period less the aggregate number of days that our vessels are off-hire due to unforeseen circumstances.
The undiscounted projected operating cash outflows are determined by applying various assumptions regarding vessel operating expenses and scheduled vessel maintenance. Our assessment concluded that no impairment loss should be recorded as of December 31, 2023 and 2022. Historically, the market values of vessels have experienced volatility, which from time to time may be substantial.
Charter revenues are adjusted for commissions, expected off hires due to scheduled vessel maintenance and estimated unexpected breakdown off hires. The undiscounted projected operating cash outflows are determined by applying various assumptions regarding vessel operating expenses and scheduled vessel maintenance. Our assessment concluded that no impairment loss should be recorded as of December 31, 2024 and 2023.
On February 19, 2024, we declared a cash dividend of $0.075 per share for the fourth quarter of 2023. The quarterly dividend will be paid on or about April 10, 2024 to all shareholders of record as of March 22, 2024.
In January 2025, we distributed $0.7 million as a quarterly cash dividend to our common shareholders. On March 17, 2025, we declared a cash dividend of $0.01 per share for the fourth quarter of 2024. The quarterly dividend was paid on April 10, 2025 to all shareholders of record as of March 27, 2025.
The decrease was partially offset by the increase in bunkers’ consumption during the ballast period until the delivery of the vessels to the charterers and the increased brokerage commission as a result of the increase in the size of our fleet. Vessel Operating Expenses – Vessel operating expenses amounted to $20.3 million in 2023 and $6.3 million in 2022.
The decrease was partially offset by the increased brokerage commission as a result of the increased revenue earned in 2024 as compared to 2023. Vessel Operating Expenses – Vessel operating expenses amounted to $19.7 million in 2024 and $20.3 million in 2023.
O ur principal source of funds has been our operating cash inflows, long-term borrowings from banks, sale and leaseback transactions, vessels sales and equity provided by the capital markets.
We will require capital to fund ongoing operations and capital expenditures for our vessels’ scheduled surveys, vessel improvements to meet new regulations, for any future vessel acquisitions and to pay dividends. Our principal source of funds has been our operating cash inflows, long-term borrowings from banks, sale and leaseback transactions, vessels sales and equity provided by the capital markets.
The 2023 cash outflows resulted mainly from $81.7 million payments for acquisition of vessels and improvements and $14.9 million lease payments and other initial direct costs for finance leased vessels. The outflows were partially offset by the $37.5 million proceeds from sale of M/T Epanastasea.
Net cash used in investing activities for the year ended December 31, 2023 was $59.1 million. The 2023 cash outflows resulted mainly from $81.7 million payments for acquisition of vessels and improvements and $14.9 million lease prepayments and other initial direct costs for finance leased vessels.
The decrease is primarily attributable to the increased predelivery operating expenses due to delivery of seven vessels during 2023 and drydocking costs, as three vessels underwent for drydocking in 2023. Net Cash from Investing Activities Net cash used in investing activities for the year ended December 31, 2023 was $59.1 million.
The increase is primarily attributed to the increased operating days in 2024 compared to 2023 due to the increased size of our fleet which is partially offset by the drydocking costs, as three vessels underwent drydocking in 2024. Net Cash from Investing Activities Net cash provided by investing activities for the year ended December 31, 2024 was $7.9 million.
The increase is attributable to the financing obtained for the vessels Oasea, Cretansea, Gloriuship, Tradership and Goodship and the increase of the weighted average interest rate on our outstanding debt from approximately 7.9% in 2022 to 8.7% in 2023. Interest and Other Income – Interest and other income amounted to $0.5 million in 2023 and $0.04 million in 2022.
The increase is attributable to the increase of the weighted average outstanding debt from $58.4 million in 2023 to $70.0 million in 2024.The weighted average interest rate on our outstanding debt was 8.54% and 8.70% for 2024 and 2023, respectively.
The trading patterns of our vessels do not currently involve calling at Russian or Ukrainian ports, while on the other hand our suppliers and service providers have so far not been subject to any restrictions or disruptions in their operations.
Our operations have not been materially affected, as our vessels do not currently operate in Russian or Ukrainian ports, and our suppliers and service providers have not faced restrictions or disruptions in their activities. We do not anticipate any significant impact in the future.
The loss in the year ended December 31, 2022 is attributable to the early prepayment of the EnTrust facility tranches associated with the tankers sold in the year. Please see Item 5.A of our Form 20-F filed with the Commission on April 4, 2023 for a discussion of the year-to-year comparison between 2022 and 2021.
Other Income – Other income amounted to $0.3 million in 2024 and $0.1 million in 2023. The increase is attributed to the insurance credits in respect with vessels’ insurances. Please see Item 5.A of our Form 20-F filed with the Commission on April 2, 2024 for a discussion of the year-to-year comparison between 2023 and 2022.
Fluctuations in time charter rates are influenced by changes in spot charter rates. 73 Table of Contents Voyage charter. A voyage charter is generally a contract to carry a specific cargo from a load port to a discharge port for an agreed-upon total amount.
Under a bareboat charter, the charterer assumes responsibility for all voyage and vessel operating expenses and risk of operation. Voyage charter. A voyage charter is generally a contract to carry a specific cargo from a load port to a discharge port for an agreed-upon total amount.
Since the financial crisis in 2008 the performance of the shipping indexes has been characterized by high volatility, as the growth in the size of the world fleet outpaced growth in vessel demand for an extended period of time.
Over an extended period of time in recent years, the growth in the size of the dry bulk fleet has outpaced growth in vessel demand.
The financing’s applicable interest rate will be 3-month term SOFR plus 2.70% per annum. Following the second anniversary of the bareboat charter, the Company will have continuous options to repurchase the vessel at predetermined prices as set forth in the agreement.
The charterhire principal amortizes over a seven-year term, through 84 consecutive monthly installments of approximately $0.1 million. Following the second anniversary of the bareboat charter, the Company has continuous options to repurchase the vessel at predetermined prices as set forth in the agreement.
The increase is primarily attributable to the increase in ownership days from 800 ownership days in 2022 to 2,339 in 2023. Management Fees – related party – Management fees to related party amounted to $1.4 million in 2023 and $0.4 million in 2022.
Depreciation and amortization – Depreciation and amortization amounted to $13.4 million in 2024 and $9.4 million in 2023. The increase is attributable to the increase in ownership days from 2,339 days in 2023 to 2,875 days in 2024, which is partially offset by the decreased depreciation due to the increase in scrap rate which was effective from January 1, 2024.
Dollars, except for share and per share data) Change Year ended December 31, 2023 For the period from January 20, 2022 (date of inception) through December 31, 2022 Amount % Revenues: Vessel revenue, net 36,067 22,784 13,283 58 % Expenses: Voyage expenses (3,107 ) (5,245 ) 2,138 (41 )% Vessel operating expenses (20,338 ) (5,179 ) (15,159 ) 293 % Management fees-related party (1,421 ) (285 ) (1,136 ) 399 % Management fees (545 ) (241 ) (304 ) 126 % General and administration expenses (6,018 ) (5,524 ) (494 ) 9 % Depreciation and amortization (9,363 ) (1,903 ) (7,460 ) 392 % Gain on sale of vessel, net 11,804 36,095 (24,291 ) (67 )% Operating income 7,079 40,502 (33,423 ) (83 )% Other income / (expenses), net: Interest and finance costs (7,183 ) (2,452 ) (4,731 ) 193 % Interest and other income 542 39 503 1,290 % Loss on extinguishment of debt (85 ) (593 ) 508 (86 )% Other, net (132 ) (6 ) (126 ) 2,100 % Total other expenses, net: (6,858 ) (3,012 ) (3,846 ) 128 % Net income 221 37,490 (37,269 ) (99 )% Net income attributable to common stockholders 126 35,086 (34,960 ) (100 )% Net income per common share Basic 0.02 7.79 Diluted 0.02 4.92 Weighted average number of common shares outstanding Basic 8,359,487 4,503,397 Diluted 8,359,487 7,299,561 64 Table of Contents Results of Operations of United Maritime Predecessor (In thousands of U.S.
Dollars, except for share and per share data) Change Year ended December 31, 2024 Year ended December 31, 2023 Amount % Revenues: Vessel revenue, net 45,439 36,067 9,372 26 % Expenses: Voyage expenses (1,771 ) (3,107 ) 1,336 (43 )% Vessel operating expenses (19,745 ) (20,338 ) 593 (3 )% Management fees-related party (1,741 ) (1,421 ) (320 ) 23 % Management fees (522 ) (545 ) 23 (4 )% General and administration expenses (4,010 ) (6,018 ) 2,008 (33 )% Depreciation and amortization (13,430 ) (9,363 ) (4,067 ) 43 % Impairment loss (828 ) - (828 ) - Gain on sale of vessel, net 1,426 11,804 (10,378 ) (88 )% Operating income 4,818 7,079 (2,261 ) (32 )% Other income / (expenses), net: Interest and finance costs (8,416 ) (7,183 ) (1,233 ) 17 % Loss on extinguishment of debt (397 ) (85 ) (312 ) 367 % Interest income 314 430 (116 ) (27 )% Loss on equity method investment (142 ) - (142 ) - Other income 311 112 199 178 % Other, net 129 (132 ) 261 (198 )% Total other expenses, net: (8,201 ) (6,858 ) (1,343 ) 20 % Net (loss) / income (3,383 ) 221 (3,604 ) (1,631 )% Net (loss) / income attributable to common stockholders (3,383 ) 126 (3,257 ) (2,585 )% Net (loss) / income per common share Basic and Diluted (0.39 ) 0.02 Weighted average number of common shares outstanding Basic and Diluted 8,711,951 8,359,487 61 Table of Contents Vessel Revenue, Net – Vessel revenue, net increased by $9.4 million or 26% in 2024 and is mainly attributable to the increase in the size of our fleet resulting to an increase of operating days from 2,143 days in 2023 to 2,778 days in 2024.
On March 11, 2024, we entered into a term sheet for a $18.0 million sale and leaseback transaction to finance the expected exercise of a $17.1 million purchase option, under the bareboat charter agreement of the M/V Synthesea. Under the term sheet, the vessel is expected to be sold and bareboat chartered back for a seven-year period.
Onishi Sale and Leaseback On July 24, 2024, the Company entered into a $18.0 million sale and leaseback agreement with Onishi Kaiun Co. and Ocean West Shipping S.A. for the purpose of financing the purchase option of the M/V Synthesea under its previous bareboat charter.
Net Cash provided by in Financing Activities Net cash provided by financing activities was $0.7 million for the period from January 1, 2022 to July 5, 2022 and related to an inflow of $1.3 million from the Parent and was partially offset by $0.6 million related to long term debt repayments.
The outflows were partially offset by $47.1 million proceeds from long term debt and other financial liabilities and $4.4 million relates to amounts due to related party. Net cash provided by financing activities for the year ended December 31, 2023 was $9.9 million.
An aggregate $1 million commission fee was paid to Seanergy Management for the sale of the tankers in 2022, which was offset against the respective gain. Interest and Finance Costs – Interest and finance cost amounted to $7.2 million in 2023 and $2.8 million in 2022.
Interest and Finance Costs, net – Interest and finance cost amounted to $8.4 million in 2024 and $7.2 million in 2023.
Removed
For a description of all our significant accounting policies, see Note 2 to our annual audited financial statements included in this annual report. 63 Table of Contents Results of Operations of United Maritime Corporation (In thousands of U.S.
Added
Results of Operations Year ended December 31, 2024 as compared to year ended December 31, 2023 (In thousands of U.S.
Removed
Dollars) For the period from January 1, 2022 through July 5, 2022 Revenues: Vessel revenue, net 2,327 Expenses: Voyage expenses (440 ) Vessel operating expenses (1,100 ) Management fees – related party (136 ) Management fees (66 ) General and administrative expenses (341 ) Depreciation and amortization (667 ) Operating loss (423 ) Other (expenses) / income, net: Interest and finance costs (324 ) Other, net 10 Total other expenses, net (314 ) Net loss (737 ) Year ended December 31, 2023 as compared to Period from July 5, 2022 through December 31, 2022 (2022 Company Period) and Period from January 1, 2022 through July 5, 2022 (2022 Predecessor Period) Vessel Revenue, Net – Vessel revenue, net increased by $11.0 million or 44% in 2023 and is mainly attributable to the increase in the size of our fleet resulting to an increase of operating days from 726 days in 2022 to 2,143 days in 2023.
Added
The slight decrease is primarily attributable to the decrease in daily operating expenses from $6,861 in 2023 to $6,616 in 2024. The decrease was partially offset by the increase in ownership days from 2,339 ownership days in 2023 to 2,875 ownership days in 2024. Please see the calculation of daily operating expenses (a non-GAAP metric) “Item 5.
Removed
The increase in 2023 is attributable to the increase in ownership days for vessels under third party management from 435 days in 2022 to 1,131 days in 2023.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Kostopoulos holds a Master of Science (MSc) in Shipping Trade & Finance from Bayes Business School (formerly named Cass Business School) of City University in London. No family relationships exist among any of the directors and executive officers.
Kostopoulos holds a Master of Science (MSc) in Shipping Trade & Finance from Bayes Business School (formerly named Cass Business School) of City University in London. No family relationships exist among any of the directors and executive officers. B.
Since June 2017 is a Managing Director in the Investment Banking Division of AXIA Ventures Group and between 2014 and 2017 she provided advisory services to corporate clients involved in all aspects of the maritime industry.
Since 2017 she is a Managing Director in the Investment Banking Division of AXIA Ventures Group and between 2014 and 2017 she provided advisory services to corporate clients involved in all aspects of the maritime industry.
Tsantanis is currently the Chairman of the board of directors and the Chief Executive Officer of Seanergy, serving in the role since October 2012 and has led Seanergy’s significant growth to a world-renowned Capesize dry bulk company with a carrying capacity of approximately 3.1 million dwt. Mr.
Tsantanis is currently the Chairman of the board of directors and the Chief Executive Officer of Seanergy, serving in the role since October 2012 and has led Seanergy’s significant growth to a world-renowned Capesize dry bulk company with a carrying capacity of approximately 3.8 million dwt. Mr.
Compensation For the year ended December 31, 2023, the aggregate cash compensation and bonus for the Company's executive officers and directors amounted to $1.5 million. In addition, each director is reimbursed for out-of-pocket expenses in connection with attending meetings board of directors or committees.
Compensation For the year ended December 31, 2024, the aggregate cash compensation and bonus for the Company's executive officers and directors amounted to $1.5 million. In addition, each director is reimbursed for out-of-pocket expenses in connection with attending meetings board of directors or committees.
Gyftakis is also Seanergy’s Chief Financial Officer and has been instrumental in Seanergy’s capital raising, debt financing and refinancing activities since 2017. He has more than 18 years of experience in banking and corporate finance with focus on the shipping sector. Mr.
Gyftakis is also Seanergy’s Chief Financial Officer and has been instrumental in Seanergy’s capital raising, debt financing and refinancing activities since 2017. He has more than 19 years of experience in banking and corporate finance with focus on the shipping sector. Mr.
Prior to EFG Group, she worked for Eurobank EFG and Ernst & Young. Ms. Anagnostara has studied Economics in Athens and is a Certified Chartered Accountant. Ioannis Kartsonas is a member of our board of directors, the Chairman and a member of United’s Compensation Committee and a member of United’s Nominating Committee. Mr.
Prior to EFG Group, she worked for Eurobank EFG and Ernst & Young. Ms. Anagnostara has studied Economics in Athens and is a Certified Chartered Accountant. 74 Table of Contents Ioannis Kartsonas is a member of our board of directors, the Chairman and a member of United’s Compensation Committee and a member of United’s Nominating Committee. Mr.
Furthermore, in line with Nasdaq requirements we have established a clawback policy, a copy of which has been filed as Exhibit 97.1 to this Annual Report. 80 Table of Contents Equity Incentive Plan Our board of directors in July 2022 adopted the 2022 Equity Incentive Plan (the “Plan”).
Furthermore, in line with Nasdaq requirements we have established a clawback policy, a copy of which has been filed as Exhibit 97.1 to this Annual Report. Equity Incentive Plan Our board of directors in July 2022 adopted the 2022 Equity Incentive Plan (the “Plan”).
Share Ownership The common shares beneficially owned by our directors and executive officers are disclosed below in “Item 7. Major Shareholders and Related Party Transactions.” F. Disclosure of a registrant’s action to recover erroneously awarded compensation. None.
Share Ownership The common shares beneficially owned by our directors and executive officers are disclosed below in “Item 7. Major Shareholders and Related Party Transactions.” F. Disclosure of a registrant’s action to recover erroneously awarded compensation. None. 76 Table of Contents
The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. D. Employees We have two executive officers, Mr. Stamatios Tsantanis and Mr. Stavros Gyftakis, and we employ Ms. Theodora Mitropetrou, our general counsel. In addition, we employ a support staff consisting of two employees. 81 Table of Contents E.
The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. D. Employees We have two executive officers, Mr. Stamatios Tsantanis and Mr. Stavros Gyftakis, and we employ Ms. Theodora Mitropetrou, our general counsel. In addition, we employ a support staff consisting of three employees. E.
Kartsonas holds an MBA in Finance from the Simon School of Business, University of Rochester. 79 Table of Contents Dimitrios Kostopoulos is a member of our board of directors and a member of United’s Audit and Compensation Committees. Mr.
Kartsonas holds an MBA in Finance from the Simon School of Business, University of Rochester. Dimitrios Kostopoulos is a member of our board of directors and a member of United’s Audit and Compensation Committees. Mr.
The fair value of each share on the grant date was $ 2.635 . On March 27, 2024 , 67,000 shares vested, while 100,500 shares will vest on September 27, 2024 and 167,500 shares will vest on March 27, 2025 .
The fair value of each share on the grant date was $2.635. On March 27, 2024, 67,000 shares vested, on September 27, 2024, 100,500 shares vested and 167,500 shares vested on March 27, 2025.
Name ​ Age Position ​ Director Class Stamatios Tsantanis ​ 52 Chairman, Chief Executive Officer & Director ​ C Stavros Gyftakis ​ 45 Chief Financial Officer & Director ​ B Christina Anagnostara ​ 53 Director* ​ A Ioannis Kartsonas ​ 52 Director* ​ A Dimitrios Kostopoulos ​ 49 Director* ​ B * Independent Director 78 Table of Contents The term of our Class A directors expires at the annual general meeting of shareholders in 2026, the term of our Class B directors expires at the annual general meeting of shareholders in 2024, and the term of our Class C directors expires at the annual general meeting of shareholders in 2025.
Name ​ Age Position ​ Director Class Stamatios Tsantanis ​ 53 Chairman, Chief Executive Officer & Director ​ C Stavros Gyftakis ​ 46 Chief Financial Officer & Director ​ B Christina Anagnostara ​ 54 Director* ​ A Ioannis Kartsonas ​ 53 Director* ​ A Dimitrios Kostopoulos ​ 50 Director* ​ B * Independent Director The term of our Class A directors expires at the annual general meeting of shareholders in 2026, the term of our Class B directors expires at the annual general meeting of shareholders in 2027, and the term of our Class C directors expires at the annual general meeting of shareholders in 2025.
He also serves in the board of directors of Breakwave Advisors LLC, the advisor of ETFMG (the manager of the NYSE listed BDRY and BSEA) and is a fellow of the Institute of Chartered Shipbrokers. Stavros Gyftakis is our Chief Financial Officer and a member of our board of directors. Mr.
He also serves in the board of directors of Breakwave Advisors LLC, the Commodity Trading Advisor (CTA) for the Breakwave Dry Bulk Shipping ETF (NYSE: BDRY) and the Breakwave Tanker Shipping ETF (NYSE: BWET) and is a fellow of the Institute of Chartered Shipbrokers. Stavros Gyftakis is our Chief Financial Officer and a member of our board of directors. Mr.
Under the Plan and as amended, the Company’s employees, officers, directors and service providers are entitled to receive options to acquire the Company’s common shares. The Plan is administered by the compensation committee of our board of directors, or such other committee of the board of directors as may be designated by the board of directors.
The Plan is administered by the compensation committee of our board of directors, or such other committee of the board of directors as may be designated by the board of directors.
Each director is fully indemnified by us for actions associated with being a director to the extent permitted under Marshall Islands law.
The fair value of each share on the grant date was $1.20. 79,500 shares vested on April 7, 2025, 113,000 shares will vest on October 7, 2025 and 167,500 shares will vest on April 7, 2026. Each director is fully indemnified by us for actions associated with being a director to the extent permitted under Marshall Islands law.
Removed
As a foreign private issuer listed on the Nasdaq Capital Market, we are required to disclose certain self-identified diversity characteristics about our directors pursuant to Nasdaq’s board diversity and disclosure rules approved by the Commission in August 2021. The Board Diversity Matrix set forth below contains the requisite information as of the date of this annual report.
Added
On April 7, 2025, the Compensation Committee of our board of directors approved a further amendment and restatement of our 2022 Equity Incentive Plan to increase the aggregate number of common shares reserved for issuance under the plan to 400,000 shares, and granted awards under the plan of an aggregate of 275,000 common shares to the members of the Company’s board of directors and 85,000 common shares to certain of the Company’s service providers and to the sole director of the Company’s commercial manager, a non-employee.
Removed
Board Diversity Matrix (As of March 28, 2024) To be completed by Foreign Issuers (with principal executive offices outside of the U.S.) and Foreign Private Issuers Country of Principal Executive Offices Greece Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 5 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 1 4 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 B.
Added
On April 7, 2025, the Plan was further amended and restated to increase the aggregate number of common shares reserved for issuance under the Plan to 400,000 shares. 40,000 shares remain available for issuance under the Plan. 75 Table of Contents Under the Plan and as amended, the Company’s employees, officers, directors and service providers are entitled to receive options to acquire the Company’s common shares.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

14 edited+1 added−0 removed18 unchanged
In November 2022, we redeemed all 10,000 Series C Preferred Shares issued to Seanergy pursuant to their terms for a gross redemption price (including all accrued and unpaid dividends up to the redemption date) of $10.6 million. C. Interests of Experts and Counsel Not applicable.
In November 2022, we redeemed all 10,000 Series C Preferred Shares issued to Seanergy pursuant to their terms for a gross redemption price (including all accrued and unpaid dividends up to the redemption date) of $10.6 million. 78 Table of Contents C. Interests of Experts and Counsel Not applicable.
However, one of the U.S. shareholders of record is Cede & Co., a nominee of The Depository Trust Company, which held approximately 8,269,548 of our common shares. Accordingly, we believe that the shares held by Cede & Co. include common shares beneficially owned by both holders in the United States and non-U.S. beneficial owners.
However, one of the U.S. shareholders of record is Cede & Co., a nominee of The Depository Trust Company, which held approximately 8,231,359 of our common shares. Accordingly, we believe that the shares held by Cede & Co. include common shares beneficially owned by both holders in the United States and non-U.S. beneficial owners.
We are not aware of any arrangements the operation of which may at a subsequent date result in our change of control. 82 Table of Contents B.
We are not aware of any arrangements the operation of which may at a subsequent date result in our change of control. B.
All of our common shareholders, including the shareholders listed in this table, will be entitled to one vote for each common share held. Calculation of percent of class beneficially owned by each person is based on 9,012,456 common shares outstanding as of March 28, 2024. Beneficial ownership is determined in accordance with the Commission’s rules.
All of our common shareholders, including the shareholders listed in this table, will be entitled to one vote for each common share held. Calculation of percent of class beneficially owned by each person is based on 9,204,267 common shares outstanding as of April 7, 2025. Beneficial ownership is determined in accordance with the Commission’s rules.
Seanergy Management also earns a fee equal to 1% of the contract price of any vessel bought, sold or bareboat chartered by them on our behalf, except for any vessels bought, sold or bareboat chartered from or to Seanergy, or in respect of any vessel sale relating to a sale leaseback transaction. 83 Table of Contents Additional vessels that we may acquire in the future may be managed by Seanergy Shipmanagement, Seanergy Management or by other unaffiliated management companies.
Seanergy Management also earns a fee equal to 1% of the contract price of any vessel bought, sold or bareboat chartered by them on our behalf, except for any vessels bought, sold or bareboat chartered from or to Seanergy, or in respect of any vessel sale relating to a sale leaseback transaction.
In relation to the technical management, Seanergy Shipmanagement is responsible for arranging for the day-to-day operations, inspections, maintenance, repairs, drydocking, purchasing, insurance and claims handling for the M/V Gloriuship, the M/V Goodship, the M/V Chrisea, the M/V Oasea and the M/V Cretansea. The technical management agreements provide for a fixed management fee of $14,000 per month per vessel.
In relation to the technical management, Seanergy Shipmanagement is responsible for arranging for the day-to-day operations, inspections, maintenance, repairs, drydocking, purchasing, insurance and claims handling for the M/V Gloriuship, the M/V Synthesea, the M/V Nisea, the M/V Goodship, the M/V Chrisea and the M/V Cretansea.
Identity of Person or Group ​ Number of Shares Owned Percent of Class Stamatios Tsantanis (1) 918,912 10.2 % Dimitrios Kostopoulos 210,000 2.3 % Stavros Gyftakis ​ 195,011 2.2 % Christina Anagnostara ​ 195,000 2.2 % Ioannis Kartsonas ​ 56,018 0.6 % Directors and officers as a group (5 individuals) ​ 1,574,941 17.5 % (1) In addition, Stamatios Tsantanis owns 100% of our issued and outstanding Series B Preferred Shares, or 40,000 of our Series B Preferred Shares.
Identity of Person or Group Number of Shares Owned Percent of Class Stamatios Tsantanis (1) 1,194,534 13.0 % Dimitrios Kostopoulos 235,000 2.6 % Christina Anagnostara 220,000 2.4 % Stavros Gyftakis 216,678 2.4 % Ioannis Kartsonas 119,067 1.3 % Directors and officers as a group (5 individuals) 1,985,279 21.6 % (1) In addition, Stamatios Tsantanis owns 100% of our issued and outstanding Series B Preferred Shares, or 40,000 of our Series B Preferred Shares.
In 2023 up until March 17, 2024 we paid a monthly fee of $10,000 to Seanergy Shipmanagement for the M/V Goodship.
The technical management agreements provide for a fixed management fee of $14,000 per month per vessel. In 2024 and up until March 17, 2024 we paid a monthly fee of $10,000 to Seanergy Shipmanagement for the M/V Goodship. In 2024 and up until July 19, 2024 we paid a monthly fee of $14,000 to Seanergy Shipmanagement for the M/V Oasea.
As of March 28 , 2024, we had 26 shareholders of record, five of which were located in the United States holding an aggregate of approximately 8,294,720 of our common shares, representing approximately 92.0% of our outstanding common shares.
As of April 7, 2025, we had 26 shareholders of record, 5 of which were located in the United States, holding an aggregate of approximately 8,269,031 of our common shares, representing approximately 89.9% of our outstanding common shares.
Unless three months’ notice of non-renewal is given by either party prior to the end of the current term, this agreement will automatically extend for additional 12-month periods. The master management agreement may be terminated immediately only for cause and at any time by either party with three months’ prior notice, and no termination fee will be payable.
The initial term of our master management agreement with Seanergy expired on December 31, 2024, and was automatically extended for an additional 12-month period. The master management agreement may be terminated immediately only for cause and at any time by either party with three months’ prior notice, and no termination fee will be payable.
In addition, we have a right of first offer with respect to any vessel sales by Seanergy. United exercised such right in December 2022 with respect to the sale of the M/Vs Goodship and Tradership.
In addition, we have a right of first offer with respect to any vessel sales by Seanergy.
Management Agreements Prior to the consummation of the Spin-Off, United entered into a master management agreement with Seanergy for the provision of technical, administrative, commercial, brokerage and certain other services for our vessels. Certain of these services are being contracted directly with Seanergy’s wholly owned subsidiaries, Seanergy Shipmanagement and Seanergy Management.
United exercised such right in December 2022 with respect to the sale of the M/Vs Goodship and Tradership. 77 Table of Contents Management Agreements Prior to the consummation of the Spin-Off, United entered into a master management agreement with Seanergy for the provision of technical, administrative, commercial, brokerage and certain other services for our vessels.
We may enter into similar or new management agreements for the management of any additional vessels we may acquire in the future. Contribution and Conveyance Agreement Prior to the consummation of the Spin-Off, we entered into the Contribution and Conveyance Agreement with Seanergy.
Contribution and Conveyance Agreement Prior to the consummation of the Spin-Off, we entered into the Contribution and Conveyance Agreement with Seanergy.
The master management agreement provides for a fixed administration fee of $325 per vessel per day payable to Seanergy. The initial term of our master management agreement with Seanergy will expire on December 31, 2024.
Certain of these services are being contracted directly with Seanergy’s wholly owned subsidiaries, Seanergy Shipmanagement and Seanergy Management. The master management agreement provides for a fixed administration fee of $325 per vessel per day payable to Seanergy.
Added
Additional vessels that we may acquire in the future may be managed by Seanergy Shipmanagement, Seanergy Management or by other unaffiliated management companies. We may enter into similar or new management agreements for the management of any additional vessels we may acquire in the future.

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