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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Euroholdings Ltd. (Name of Issuer) |
Common Shares, $0.01 par value (Title of Class of Securities) |
Y234DY109 (CUSIP Number) |
Stephania Karmiri 4 Messogiou & Evropis Street, Maroussi, J3, 151 24 30-211-180-4005 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/17/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | Y234DY109 |
| 1 |
Name of reporting person
Friends Investment Company Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
MARSHALL ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
216,208.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
7.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, $0.01 par value | |
| (b) | Name of Issuer:
Euroholdings Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
4 Messogiou & Evropis Street, Maroussi,
GREECE
, 151 24. | |
Item 1 Comment:
The class of equity security to which this statement relates is the common shares, $0.01 par value (the "Shares"), of Euroholdings Ltd., a Marshall Islands corporation (the "Issuer"). The address of the principal executive office of the Issuer is 4 Messogiou & Evropis St., 151 24 Maroussi, Greece. | ||
| Item 2. | Identity and Background | |
| (a) | The person filing this statement is Friends Investment Company Inc., a Marshall Islands corporation ("Friends Investment Company") or ("Reporting Person"). | |
| (b) | The address of the principal place of business of Friends Investment Company is 4 Messogiou & Evropis St., 151 24 Maroussi, Greece. | |
| (c) | The principal business of the Reporting Person is acting as shipping investment holding company.
The name, present principal occupation or employment, and business address of each executive officer and director of Friends Investment Company is set forth below. The business address of each director and executive officer is 4 Messogiou & Evropis St., 151 24 Maroussi, Greece, as noted below.
Aristides P. Pittas - President/Director. His principal occupation is serving as Vice Chairman of the Issuer.
Aristides J. Pittas - Vice President/Director. His principal occupation is serving as Chairman, CEO and President of the Issuer and President of Eurobulk Ltd.
Nikolaos J. Pittas - Treasurer/Secretary/Director. His principal occupation is serving as the Secretary and Treasurer of Eurobulk Ltd.
Emmanuel J. Pittas - Director. His principal occupation is serving as Vice President of Eurobulk Ltd.
Markos Vasilikos - Director. His principal occupation is serving as the Managing Director of Eurobulk Ltd. | |
| (d) | Neither the Reporting Person, nor any manager or executive officer of the Reporting Person, has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | Neither the Reporting Person, nor any manager or executive officer of the Reporting Person, has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | The citizenship of each executive officer and director of Friends Investment Company is set forth below.
Mr. Aristides P. Pittas is a citizen of Greece.
Mr. Aristides J. Pittas is a citizen of Greece.
Mr. Nikolaos J. Pittas is a citizen of the United Kingdom.
Mr. Emmanuel J. Pittas is a citizen of the United Kingdom.
Mr. Markos Vasilikos is a citizen of Greece. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The Issuer was incorporated by Euroseas Ltd. under the laws of the Republic of the Marshall Islands on March 20, 2024 as a subsidiary of Euroseas. On March 17, 2025, Euroseas effected certain transactions, including the distribution of Shares on a pro rata basis to holders of common stock of Euroseas (the "Spin-Off Transaction"). Shareholders of Euroseas received one Share for every 2.5 shares of Euroseas's common stock owned on March 7, 2025, the record date for the Spin-Off Transaction. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons obtained their Shares described in this Schedule 13D in the context of the Spin-Off Transaction. Aristides P. Pittas serves as the President and as a Director of Friends Investment Company and is the Vice Chairman and a Class B Director of the Issuer. Aristides J. Pittas serves as the Vice President and as a Director of Friends Investment Company, and is the Chairman, President, Chief Executive Officer and a Class A Director of the Issuer. Both Aristides P. Pittas and Aristides J. Pittas therefore regularly engage in discussions with management of the Issuer, the board of directors of the Issuer, other shareholders of the Issuer and other relevant parties, which discussions may include matters ranging from the operations and conduct of the Issuer's business to considering or exploring extraordinary corporate transactions including the events listed in Items 4(a) through 4(j) of Schedule 13D. The Reporting Person may from time to time acquire additional securities of the Issuer, or retain or sell all or a portion of the Shares then held by the Reporting Person, in the open market, block trades, underwritten public offerings or privately negotiated transactions. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, Friends Investment Company may be deemed to be the beneficial owner of 216,208 Shares, constituting 7.7% of the Shares, based upon 2,816,615 Shares outstanding. | |
| (b) | Friends Investment Company has the sole power to vote or direct the vote of 216,208 Shares and the shared power to vote or direct the vote of 0 Shares. Friends Investment Company has the sole power to dispose or direct the disposition of 216,208 Shares and the shared power to dispose or direct the disposition of 0 Shares.
None of the other persons named in response to Item 2 have the sole power to vote or to direct the vote, the shared power to vote or direct the vote, the sole power to dispose or to direct the disposition of the Shares that are the subject of this Schedule 13D/A. | |
| (c) | Except as otherwise disclosed herein, no transactions in the Shares were effected by the Reporting Person during the past 60 days. | |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Shares beneficially owned by the Reporting Person. | |
| (e) | Not Applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Other than as set forth above, the Reporting Person does not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Not applicable. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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