SecProbe.io

January 10, 2025
Pankaj Khanna
Chief Executive Officer and Director
Heidmar Maritime Holdings Corp.
89 Akti Miaouli
Piraeus 18538, Greece
Re:Heidmar Maritime Holdings Corp.
Registrant Statement on Form F-4
Filed December 23, 2024
File No. 333-284004
Dear Pankaj Khanna:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-4
Effect of the Business Combination, page 92
1.We note your revised disclosure at page 100 and elsewhere in the prospectus that you
may make any changes necessary to satisfy Nasdaq listing requirements and to
facilitate efficient trading. It is unclear what changes are contemplated; whether they
may be material changes; and whether, when, and how you intend to communicate
information regarding any such changes.  In this regard, it is not clear how your
revised disclosure that you will make any changes that are necessary satisfies your
disclosure obligations.

January 10, 2025
Page 2
Unaudited Pro Forma Condensed Combined Financial Information
Note 4. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information,
page 140
2.You disclose that Heidmar expects to pay to its shareholders a dividend immediately
prior to the Closing equal to the amount by which its combined cash and accounts
receivable exceeds $10 million. Adjustment I included in the pro forma balance sheet
is $10 million, rather than the amount that exceeds the combined cash and accounts
receivable balances at June 30, 2024. Please clarify why the adjustment is $10 million
and revise if necessary. In addition, please remove brackets around numbers in your
footnote disclosures.
Exhibits
3.We note that the Form of Consulting Agreements are to be included as Exhibits C, D
and E to the First Amendment to the Business Combination Agreement but have been
omitted. Please file with your next amendment.
General
4.Where applicable throughout your filing, please revise to provide updated disclosures
for your most recently completed fiscal year. For example, please update to disclose
executive compensation as of the most recently completed fiscal year.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Joanna Lam at 202-551-3476 or Myra Moosariparambil at 202-551-
3796 if you have questions regarding comments on the financial statements and related
matters. Please contact Anuja Majmudar at 202-551-3844 or Daniel Morris at 202-551-3314
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Keith Billotti