株探米国株
英語
エドガーで原本を確認する
6-K 1 form6-k.htm REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 6-K


REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2025

Commission File Number: 001-42581


COSTAMARE BULKERS HOLDINGS LIMITED
(Translation of registrant’s name into English)

7 rue du Gabian, MC 98000 Monaco
 (Address of principal executive office)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒          Form 40-F  ☐



INCORPORATION BY REFERENCE

The information contained in this Report on Form 6-K shall be incorporated by reference into our registration statement on Form F-3, as filed with the U.S. Securities and Exchange Commission on May 30, 2025 (File No. 333-287685), to the extent not superseded by information subsequently filed or furnished (to the extent we expressly state that we incorporate such furnished information by reference) by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.


EXHIBIT INDEX




Monaco, October 21, 2025 – On October 21, 2025, Costamare Bulkers Holdings Limited (the “Company”) (NYSE: CMDB) entered into a First Amendment (the “Amendment”) to the Shareholders Rights Agreement, dated as of April 16, 2025, by and between the Company and Equiniti Trust Company, LLC, as rights agent (the “Rights Agreement”). The Amendment modifies the definition of Acquiring Person to provide that, subject to certain exceptions, the Rights (as defined in the Rights Agreement) become exercisable upon a “U.S. Person” (as defined below) becoming the beneficial owner of 5% or more of the Company’s common stock then outstanding. For non-U.S. Persons, the triggering threshold remains unchanged. “U.S. Person” is generally defined to mean any person who or which is, or the ultimate parent or beneficial owner of such person who or which is, organized under the laws of the United States of America or any State of the United States of America (or in the case of a natural person, is a legal resident thereof), except as may be exempted by the Board. Any U.S. person that beneficially owned 5% or more of Company's common stock as of the public announcement of the Amendment will not be deemed to be an Acquiring Person so long as such person does not exceed its existing percentage ownership (other than subject to customary exceptions).

In addition, in connection with the entry into the Amendment, the Board of Directors (the “Board”) of the Company will grant an exemption from the definition of U.S. Persons any existing U.S.-based shareholders who or which (i) currently beneficially own 5% or more of the Company’s common stock (as evidenced by such holder’s public filings as filed with the U.S. Securities and Exchange Commission as of the public announcement of the Amendment) and (ii) are passive investors that have reported and are entitled to report beneficial ownership under Schedule 13G under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), but only so long as such holder is eligible to report ownership on Schedule 13G under the Exchange Act and such holder has not reported and is not required to report such ownership on Schedule 13D under the Exchange Act and such holder does not hold shares of the Company’s common stock on behalf of any other person who is required to report on Schedule 13D under the Exchange Act (an “Existing U.S. Passive Investor”), but solely to the extent such holder does not beneficially own 6.5% or more of the Company’s common stock.

The Rights Agreement otherwise remains unmodified and continues in full force and effect in accordance with its terms.

The Board approved the entry into the Amendment in an effort to protect stockholder value in light of recent developments arising from the announcement on October 10, 2025 by the Ministry of Transport of the People’s Republic of China relating to the collection of special port fees from US-linked vessels and the subsequent regulations and guidance promulgated related thereto, and to strengthen the Company’s ability to respond to any U.S. Persons who may seek to acquire an ownership interest in the Company in order to influence the Company’s ability to adhere to such regulations and guidance. The Company is closely monitoring the ongoing regulatory developments referenced above and currently expects to rescind the Amendment and reinstate the prior terms of the Rights Agreement if and once the Board determines that such changes are no longer necessary.

The foregoing is a summary of the terms of the Amendment, does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 99.1 and incorporated by reference into this report.

Forward-Looking Statements

This report contains “forward-looking statements”. In some cases, you can identify these statements by forward-looking words such as “believe”, “intend”, “anticipate”, “estimate”, “project”, “forecast”, “plan”, “potential”, “may”, “should”, “could”, “expect” and similar expressions. You should not place undue reliance on these statements. These statements are not historical facts but instead represent only the Company’s beliefs regarding future results, many of which, by their nature, are inherently uncertain and outside of the Company’s control. It is possible that actual results may differ, possibly materially, from those anticipated in these forward-looking statements. For a discussion of some of the risks and important factors that could affect future results, see the discussion in the Company’s Registration Statement on Form 20-F (File No. 001-42581).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: October 21, 2025
 
COSTAMARE BULKERS HOLDINGS LIMITED
   

By:
/s/ Gregory G. Zikos
 
   
Name:
Gregory G. Zikos
 
   
Title:
 Chief Executive Officer  





EX-99.1 2 ex99-1.htm FIRST AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT
Exhibit 99.1


FIRST AMENDMENT TO SHAREHOLDERS RIGHTS AGREEMENT

First Amendment, dated as of October 21, 2025 (this “Amendment”), to the Shareholders Rights Agreement, dated as of April 16, 2025 (the “Rights Agreement”), by and between Costamare Bulkers Holdings Limited, a Marshall Islands corporation (the “Company”), and Equiniti Trust Company, LLC, as Rights Agent (the “Rights Agent”).

WHEREAS, the Company may from time to time supplement or amend the Rights Agreement pursuant to, and on the terms and conditions set forth in, Section 27 thereof; and

WHEREAS, the Company desires to amend the Rights Agreement as provided herein and subject to the terms and conditions hereof.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereto hereby agree as follows:

SECTION 1. Capitalized Terms.  Capitalized terms used and not defined herein have the meanings ascribed to them in the Rights Agreement.

SECTION 2. Amendments.

(a)          All references to “15%” in (i) the definition of “Acquiring Person” in Section 1 of the Agreement and (ii) the Summary of Rights are hereby replaced by the following:

“15% (or 5% in the case of a U.S. Person).”

(b)          The first sentence in the definition of “Acquiring Person” in Section 1 of the Agreement is hereby amended to add the following exception as clause (v) thereof:
 
“or (v) any U.S. Person who or which is, as of the first public announcement of the First Amendment, dated as of October 21, 2025 (the “Amendment”), to the Rights Agreement, the Beneficial Owner of 5% or more of the shares of Common Stock then outstanding, in which case such Person shall not be deemed to be an “Acquiring Person” unless and until such time as such Person shall, after the first public announcement of the Amendment, become the Beneficial Owner of any additional shares of Common Stock (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding shares of Common Stock in shares of Common Stock pursuant to a split or subdivision of the outstanding shares of Common Stock), unless, upon becoming the Beneficial Owner of such additional shares of Common Stock, such Person is not then the Beneficial Owner of 5% or more of the shares of Common Stock then outstanding.”

(c)          Section 1 of the Rights Agreement is hereby amended to include the following definition:

““U.S. Person” shall mean any Person who or which is, or the ultimate parent or Beneficial Owner of such Person who or which is, organized under the laws of the United States of America or any State of the United States of America (or in the case of a natural person, is a legal resident of the United States of America or any State of the United States of America); provided, however, that the Board may exempt a Person from constituting a U.S. Person for purposes of this Rights Agreement and in granting an exemption under this definition, the Board may require such Person to make certain representations, undertakings or covenants or to agree that any violation or attempted violation of such representations, undertakings or covenants will result in such consequences and be subject to such conditions as the Board may determine, including that any such violation shall result in such Person becoming a U.S. Person for purposes of this Rights Agreement.”

SECTION 3. Determinations and Actions by the Board, etc.  The second sentence of Section 29 of the Rights Agreement is hereby amended and restated in its entirety as follows:

“The Board shall have the exclusive power and authority to administer this Rights Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Rights Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Rights Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including a determination to redeem or not redeem the Rights or to amend this Rights Agreement and a determination of whether any Person shall be deemed to be a U.S. Person for any purposes of this Rights Agreement).”



SECTION 4. Full Force and Effect.  Except as expressly amended hereby, the Rights Agreement shall continue in full force and effect in accordance with the provisions thereof.

SECTION 5. Governing Law.  This Amendment shall be deemed to be a contract made under the laws of New York and for all purposes shall be governed by and construed in accordance with the laws of such jurisdiction applicable to contracts to be made and performed entirely within such jurisdiction.

SECTION 6. Counterparts; Effectiveness.  This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.  A signature to this Amendment transmitted electronically shall have the same authority, effect and enforceability as an original signature.  This Amendment shall become effective on the date first referenced above.

SECTION 7. Descriptive Headings. Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

SECTION 8. Rights Agreement as Amended.  From and after the date hereof, any reference to the Rights Agreement and the form of Right Certificate attached thereto shall mean such agreement or certificate, as applicable, as amended hereby.

SECTION 9. Severability.  If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK



IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

 
COSTAMARE BULKERS HOLDINGS LIMITED,
   

By:
/s/ Gregory G. Zikos
 
   
Name:
Gregory G. Zikos
 
   
Title:
Chief Executive Officer
 

 
EQUINITI TRUST COMPANY, LLC,
   

By:
/s/ Steve Hoffman
 
   
Name:
Steve Hoffman
  
   
Title:
Senior Vice President
  


[Signature Page to CMDB First Amendment to Shareholders Rights Agreement]