SEC Comment Letter 0000000000-24-013764 to Euroholdings Ltd. (EHLD) (CIK 0002032779) (EHLD)
Euroholdings Ltd. (EHLD) (CIK 0002032779)
Date: Dec. 13, 2024 · CIK: 0002032779 · Accession: 0000000000-24-013764
AI Filing Summary & Sentiment
Letter
December 13, 2024 Aristides Pittas Chief Executive Officer Euroholdings Ltd. 4, Messogiou & Evropis Street Maroussi, 15124 Greece Re:Euroholdings Ltd. Amendment No. 1 to Draft Registration Statement on Form 20-F Submitted November 29, 2024 CIK No. 0002032779 Dear Aristides Pittas: We have reviewed your amended draft registration statement and have the following comments. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. 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 the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 1 to Draft Registration Statement on Form 20-F Preferred Stock Purchase Rights, page 92 1.We note your disclosure that you entered into a Stockholders Rights Agreement with American Stock Transfer and Trust Company, LLC, pursuant to which you will declare a dividend payable of one preferred stock purchase right for each share of common stock outstanding "immediately following the consummation of Diana Shipping’s distribution of our common shares." Please clarify Diana Shipping's role in the Spin-Off and/or this agreement, as this entity is not otherwise referenced in this registration statement.
December 13, 2024 Page 2 Index to unaudited interim condensed combined carve-out financial statements Notes to the unaudited interim condensed combined carve-out financial statements Note 4. Vessels, Net, page F-8 2.We note that your vessels, net balance was $6,080,200 as of June 30, 2024 and that you reported $16,019 and $795,940 of depreciation expense for the six months ended June 30, 2024 and 2023, respectively. You disclose the significant decline in vessel depreciation was due to the fact that the last of the three vessels was fully depreciated in the six-month period ended June 30, 2024. Please clarify the nature of the amounts included in the remaining balance of "vessels, net" and the applicable depreciation policy for each of these components. For example, if amounts relate to vessel improvements, disclose the useful life you have applied and the basis for your determination. Please also provide us with your calculation for depreciation expense recorded for the six months ended June 30, 2024. Lastly, please revise the title of the last line item in the table to state “June 30, 2024.” Please contact Myra Moosariparambil at 202-551-3796 or Craig Arakawa at 202-551- 3650 if you have questions regarding comments on the financial statements and related matters. Please contact Claudia Rios at 202-551-8770 or Irene Barberena-Meissner at 202- 551-6548 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc:Anthony Tu-Sekine, Esq.
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December 13, 2024
Aristides Pittas
Chief Executive Officer
Euroholdings Ltd.
4, Messogiou & Evropis Street
Maroussi, 15124
Greece
Re:Euroholdings Ltd.
Amendment No. 1 to Draft Registration Statement on Form 20-F
Submitted November 29, 2024
CIK No. 0002032779
Dear Aristides Pittas:
We have reviewed your amended draft registration statement and have the following
comments.
Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form 20-F
Preferred Stock Purchase Rights, page 92
1.We note your disclosure that you entered into a Stockholders Rights Agreement with
American Stock Transfer and Trust Company, LLC, pursuant to which you will
declare a dividend payable of one preferred stock purchase right for each share of
common stock outstanding "immediately following the consummation of Diana
Shipping’s distribution of our common shares." Please clarify Diana Shipping's role in
the Spin-Off and/or this agreement, as this entity is not otherwise referenced in this
registration statement.
December 13, 2024
Page 2
Index to unaudited interim condensed combined carve-out financial statements
Notes to the unaudited interim condensed combined carve-out financial statements
Note 4. Vessels, Net, page F-8
2.We note that your vessels, net balance was $6,080,200 as of June 30, 2024 and that
you reported $16,019 and $795,940 of depreciation expense for the six months ended
June 30, 2024 and 2023, respectively. You disclose the significant decline in vessel
depreciation was due to the fact that the last of the three vessels was fully depreciated
in the six-month period ended June 30, 2024. Please clarify the nature of the amounts
included in the remaining balance of "vessels, net" and the applicable depreciation
policy for each of these components. For example, if amounts relate to vessel
improvements, disclose the useful life you have applied and the basis for your
determination. Please also provide us with your calculation for depreciation expense
recorded for the six months ended June 30, 2024. Lastly, please revise the title of the
last line item in the table to state “June 30, 2024.”
Please contact Myra Moosariparambil at 202-551-3796 or Craig Arakawa at 202-551-
3650 if you have questions regarding comments on the financial statements and related
matters. Please contact Claudia Rios at 202-551-8770 or Irene Barberena-Meissner at 202-
551-6548 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Anthony Tu-Sekine, Esq.