SecProbe.io

January 10, 2025
Gregory Zikos
Chief Executive Officer
Costamare Bulkers Holdings Limited
7 rue du Gabian, MC 98000
Monaco
Re:Costamare Bulkers Holdings Limited
Amended Draft Registration Statement on Form 20-FR12B
Response Letter dated December 27, 2024
CIK No. 0002033535
Dear Gregory Zikos:
            We have reviewed your letter of response 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. Unless we note otherwise, any references to prior comments are to comments in
our November 26, 2024 letter.
Response Letter dated December 27, 2024
Financial Statements, page F-1
We understand from your response to prior comment 5 that you do not believe
financial statements for the registrant are required because you believe it meets the
definition of a business combination related shell company, although you represent
that the Company “…will acquire the Shipowning Subsidiaries prior to completion of
the spin-off and will acquire CBI promptly after completion of the spin-off.”

The definition of a business combination related shell company (as set forth in Rule
405 of Regulation C) applies when the shell entity is formed either solely for the
purpose of changing its corporate domicile within the United States; or solely for the 1.

January 10, 2025
Page 2
purpose of completing a business combination transaction among one or more entities
other than the shell company, none of which is a shell company.

As the Company is incorporated in the Republic of the Marshall Islands and is the
intended recipient of the dry bulk business of Costamare Inc., it does not meet this
definition.  We reissue prior comment 5.

2.We note your disclosure on page 42 stating “Currently Costamare Bulkers Holdings
holds all of the equity interests in Costamare Inc.’s subsidiaries that held, hold or were
formed for the purpose of holding the owned dry bulk vessels and any related assets
and liabilities through our wholly owned subsidiary, Costamare Bulkers Ships.”  Tell
us how your response to prior comment 5, characterizing Costamare Bulkers Holdings
Ltd. as a shell company, reconciles with this disclosure.

Please clarify the extent to which this disclosure reflects any aspects of the internal
reorganization that was intended to be completed prior to the spin-off, as referenced
on pages F-8 and F-18, and indicate the dates associated with any such events. Please
describe to us the status of the entity since its formation on September 29, 2023, and
provide us with details of all operations, including any assets and liabilities held or
conducted by or through the entity since that date.

Please also explain to us how the formation date and your characterization of the
entity as a shell company reconcile with disclosures on pages 31 and F-39 of the
Costamare Inc. 2023 third quarter, and 2022 annual reports, in which Costamare
Bulkers Holdings Limited is identified as the parent of Costamare Bulkers Inc.
beginning in 2022.

            Please contact Lily Dang at 202-551-3867 or Robert Babula at 202-551-3339 if you
have questions regarding comments on the financial statements and related matters. Please
contact Timothy S. Levenberg at 202-551-3707 or Karina Dorin at 202-551-3763 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:D. Scott Bennett, Esq., of Cravath, Swaine & Moore LLP