Correspondence 0000919574-24-005588 from Euroholdings Ltd. (EHLD) (CIK 0002032779) (EHLD)
Euroholdings Ltd. (EHLD) (CIK 0002032779)
Date: Sept. 23, 2024 · CIK: 0002032779 · Accession: 0000919574-24-005588
AI Filing Summary & Sentiment
Letter
Seward & Kissel llp
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
TELEPHONE: (212) 574-1200
FACSIMILE: (212) 480-8421
WWW.SEWKIS.COM
901 K STREET, NW
WASHINGTON, D.C. 20001
TELEPHONE: (202) 737-8833
FACSIMILE: (202) 737-5184
September 23, 2024
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Confidential Draft Registration Statement on Form 20-F of Euroholdings Ltd.
Ladies and Gentlemen:
On behalf of Euroholdings Ltd., a Marshall Islands corporation (the “Company”), we submit herewith the Company’s draft Registration Statement on Form 20-F (the “Draft Registration Statement”). This letter and the Draft Registration Statement are being provided to the Staff for non-public, confidential review prior to public filing via EDGAR in accordance with Title I of the Jump Start Our Business Startups (JOBS) Act. The Company had less than $1.0 billion in revenue during the last fiscal year, as is disclosed in the Draft Registration Statement, and thus the Company qualifies as an “emerging growth company” as defined under the JOBS Act.
The Draft Registration Statement relates to the contribution by Euroseas Ltd., a Marshall Islands corporation (“Euroseas”) of three vessel‐owning subsidiaries to the Company in exchange for all of the Company’s issued and outstanding shares of common stock, par value $0.01 per share (the “common shares”) and the distribution of all of the Company’s issued and outstanding common shares to Euroseas’ shareholders (the “Spin‐Off”).
The carve-out financial statements in this registration statement include combined carve-out financial statements of three of Euroseas’ vessel-owning subsidiaries for the fiscal years ended December 31, 2023 and 2022. Pursuant to Section 71003 of the Fixing America’s Surface Transportation (FAST) Act, the Company has elected to omit from the Draft Registration Statement interim financial information that it reasonably believes will not be required at the time of the Distribution in.
The Company also intends to file publicly via EDGAR its Registration Statement on Form 20-F at least 15 days prior to the effective date.
The Draft Registration Statement contemplates that certain agreements and arrangements have been entered into, and the Company will make any necessary amendments to the extent such agreements and arrangements are not entered into prior to publicly filing its Registration Statement on EDGAR. The Company is in the process of preparing the exhibits to the Draft Registration Statement at this time and will submit exhibits, to the extent they are available, in a subsequent submission following receipt of the Staff’s comments.
If you have any questions or comments concerning the enclosed, please feel free to telephone the undersigned at (202) 661-7150.
Very truly yours,
SEWARD & KISSEL LLP
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Seward & Kissel llp
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
TELEPHONE: (212) 574-1200
FACSIMILE: (212) 480-8421
WWW.SEWKIS.COM
901 K STREET, NW
WASHINGTON, D.C. 20001
TELEPHONE: (202) 737-8833
FACSIMILE: (202) 737-5184
September 23, 2024
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Confidential Draft Registration Statement on Form 20-F of Euroholdings Ltd.
Ladies and Gentlemen:
On behalf of Euroholdings Ltd., a Marshall Islands corporation (the “Company”), we submit herewith the Company’s
draft Registration Statement on Form 20-F (the “Draft Registration Statement”). This letter and the Draft Registration Statement are being provided to the Staff for non-public, confidential review prior to public filing via EDGAR in accordance
with Title I of the Jump Start Our Business Startups (JOBS) Act. The Company had less than $1.0 billion in revenue during the last fiscal year, as is disclosed in the Draft Registration Statement, and thus the Company qualifies as an “emerging growth
company” as defined under the JOBS Act.
The Draft Registration Statement relates to the contribution by Euroseas Ltd., a Marshall Islands corporation (“Euroseas”)
of three vessel‐owning subsidiaries to the Company in exchange for all of the Company’s issued and outstanding shares of common stock, par value $0.01 per share (the “common shares”) and the distribution of all of the Company’s issued and outstanding
common shares to Euroseas’ shareholders (the “Spin‐Off”).
The carve-out financial statements in this registration statement include combined carve-out financial statements of three
of Euroseas’ vessel-owning subsidiaries for the fiscal years ended December 31, 2023 and 2022. Pursuant to Section 71003 of the Fixing America’s Surface Transportation (FAST) Act, the Company has elected to omit from the Draft Registration Statement
interim financial information that it reasonably believes will not be required at the time of the Distribution in.
The Company also intends to file publicly via EDGAR its Registration Statement on Form 20-F at least 15 days prior to the
effective date.
The Draft Registration Statement contemplates that certain agreements and arrangements have been entered into, and the
Company will make any necessary amendments to the extent such agreements and arrangements are not entered into prior to publicly filing its Registration Statement on EDGAR. The Company is in the process of preparing the exhibits to the Draft
Registration Statement at this time and will submit exhibits, to the extent they are available, in a subsequent submission following receipt of the Staff’s comments.
If you have any questions or comments concerning the enclosed, please feel free to telephone the undersigned at (202)
661-7150.
Very truly yours,
SEWARD & KISSEL LLP
By: /s/Anthony Tu-Sekine
Name: Anthony Tu-Sekine