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6-K 1 ef20050371_6k.htm 6-K
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 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2025

Commission File Number: 001-38802

CASTOR MARITIME INC.
(Translation of registrant’s name into English)

223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus
(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  ☐



INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached to this report on Form 6-K as Exhibits 99.1 and 99.2 are the unaudited consolidated interim financial statements and related management’s discussion and analysis of financial condition and results of operations of Castor Maritime Inc. (the “Company”) for the six months ended June 30, 2025.


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.
CASTOR MARITIME INC.
Dated: October 1, 2025
    
 
By:
/s/ Petros Panagiotidis
 
Petros Panagiotidis
 
Chairman, Chief Executive Officer and Chief
 
Financial Officer


CASTOR MARITIME INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2024 and June 30, 2025
(Expressed in U.S. Dollars – except for share data)
 
ASSETS
        
December 31,
    
June 30,
  
CURRENT ASSETS:
  
Note
    
2024
    
2025
  
Cash and cash equivalents
        
$
87,896,786
    
$
44,761,426
  
Accounts receivable trade, net
          
2,688,116
      
4,335,195
  
Due from related parties
     3
       6,393,625       11,218,334  
Inventories
            
1,552,262
      
875,672
  
Prepaid expenses and other assets
    
     
3,773,218
      
3,496,994
  
Income tax receivable
     22
       11,844,503       16,557,458  
Investment in equity securities
     12(a)       69,119,010       53,946,029  
Assets held for sale
    6       69,430,788       35,793,985  
Accrued charter revenue
             52,084       —  
Derivative Assets
     14
       1,107,832       1,748,191  
Total current assets
            
253,858,224
      
172,733,284
  
                         
NON-CURRENT ASSETS:
                        
Vessels, net
    
6
      
200,443,193
      
160,905,994
  
Property and equipment, net
     7
       1,994,191       2,224,523  
Due from related parties
     3
       3,504,667       2,893,839  
Prepaid expenses and other assets
            
204,146
      
1,670,808
  
Deferred charges, net
    
4
      
2,205,544
      
5,547,347
  
Fair value of acquired time charters
    5
       119,733       —  
Investment in related party
    3(c)
    117,560,467       117,564,356  
Equity method investments
     10       50,503,722       51,758,664  
Equity method investments measured at fair value
     10
       115,455,048       122,478,949  
Equity investments
     12(b),14
       4,661,658       9,041,629  
Goodwill
     9       17,932,243       23,813,811  
Intangible assets, net
     8
       19,323,603       20,671,700  
Operating lease right-of-use assets
     15       7,770,979       8,001,169  
Deferred tax assets
     22       1,839,503       3,503,424  
Total non-current assets
            
543,518,697
      
530,076,213
  
                         
Total assets
           $ 797,376,921     $ 702,809,497  
                         
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY
                        
CURRENT LIABILITIES:
                        
Current portion of long-term debt, net
     11      
1,053,156
      
1,171,590
  
Current portion of long-term debt, related party, net
     3
       9,970,623       —  
Liabilities directly associated with assets held for sale
     6
       17,656,371       17,896,996  
Accounts payable
            
2,127,051
      
2,509,450
  
Deferred revenue
            
578,452
      
879,070
  
Accrued liabilities (including $364,205 and $0 accrued interest to related party, respectively)
     3      
23,045,515
      
16,145,159
  
Due to related parties
     3(d)
    889,020       1,104,166  
Derivative liabilities
     14
       1,389,542       871,779  
Operating lease liabilities
     15       1,049,167       1,217,021  
Income tax payable
     22
       6,642,888       5,703,155  
Total current liabilities
            
64,401,785
      
47,498,386
  
                         
NON-CURRENT LIABILITIES:
                        
Long-term debt, net
    
11
       2,603,900       4,100,565  
Long-term debt, related party
     3
       89,921,162       —  
Other accrued liabilities
             166,156       167,650  
Operating lease liabilities
     15
       6,721,813       6,784,148  
Deferred tax liabilities
     22
       8,096,383       11,794,639  
Total non-current liabilities
             107,509,414       22,847,002  
                         
Commitments and contingencies
    16
        
       
 
                         
MEZZANINE EQUITY:
                        
5.00% Series D fixed rate cumulative perpetual convertible preferred shares: 100,000 shares issued and outstanding as of December 31, 2024, and June 30, 2025, aggregate liquidation preference of $100,000,000 as of December 31, 2024 and June 30, 2025, respectively
             77,708,258       79,159,445  
Total mezzanine equity
     13
       77,708,258       79,159,445  
                         
SHAREHOLDERS’ EQUITY:
                        
Common shares, $0.001 par value; 1,950,000,000 shares authorized; 9,662,354 issued and outstanding as of December 31, 2024 and June 30, 2025
    
13
      
9,662
      
9,662
  
Preferred shares, $0.001 par value: 50,000,000 shares authorized; Series B Preferred Shares – 12,000 shares issued and outstanding as of December 31, 2024, and June 30, 2025
    
13
      
12
      
12
  
Additional paid-in capital
     13
     
265,389,338
      
265,341,318
  
Retained earnings
            
228,527,153
      
210,744,552
  
Accumulated other comprehensive (loss) / income
             (1,509,187 )     19,849,615  
Total Castor Maritime Inc. shareholders’ equity
             492,416,978       495,945,159  
Noncontrolling interests
             55,340,486       57,359,505  
Total shareholders’ equity
            
547,757,464
      
553,304,664
  
Total liabilities, mezzanine equity and shareholders’ equity
           $ 797,376,921    
$
702,809,497
  

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-2
CASTOR MARITIME INC.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the six months ended June 30, 2024 and 2025
(Expressed in U.S. Dollars – except for share data)

         
Six Months Ended
June 30,
    
Six Months Ended
June 30,
  
 
  
Note
    
2024
    
2025
  
REVENUES:
                  
Time charter revenues
     5,18
    
$
36,669,776
    
$
20,213,839
  
Pool revenues
     18       —       1,268,428  
Total vessel revenues
            
36,669,776
      
21,482,267
  
Revenue from services (including $0 and $5,279,022 from related parties for the six months ended June 30, 2024, and 2025, respectively)
     18       —       16,803,545  
Total revenues
             36,669,776       38,285,812  
                         
EXPENSES:
                        
Voyage expenses (including $463,672, and $746,633 to related party for the six months ended June 30, 2024, and 2025, respectively)
    
3,19
      
(2,012,774
)
    
(1,776,817
)
Vessel operating expenses
    
19
      
(14,657,651
)
    
(10,244,724
)
Cost of revenue from services (exclusive of depreciation and amortization shown separately below)
             —       (10,504,581 )
Management fees to related parties
    
3
      
(2,486,692
)
    
(2,288,643
)
Depreciation and amortization
    
4,6,7,8
      
(7,387,855
)
    
(6,653,155
)
Loss on vessels held for sale
     6
       —       (5,554,777 )
Provision for doubtful accounts
             —       (15,459 )
General and administrative expenses (including $1,599,000, and $1,648,570 to related party for the six months ended June 30, 2024, and 2025, respectively)
    
3, 20
       (3,387,071 )     (9,547,735 )
Net gain / (loss) on sale of vessels
     3, 6
       19,307,595       (2,001,646 )
Gain from a claim
             1,411,356       —  
Total expenses, net
             (9,213,092 )    
(48,587,537
)
                         
Other operating income (expense):
                        
Net gain on disposal of assets
             —       410,099  
Net gain from equity method investments
             —       441,493  
Net loss from equity method investments measured at fair value
     10       —       (24,814,649 )
Total other operating expense
             —       (23,963,057 )
                         
Operating income / (loss)
             27,456,684       (34,264,782 )
                         
OTHER INCOME/(EXPENSES):
                        
Interest and finance costs (including $0, and $2,265,828 to related party for the six months ended June 30, 2024, and 2025, respectively)
    
3,21
      
(4,004,694
)
    
(3,194,121
)
Interest income
            
3,326,854
      
1,009,447
  
Foreign exchange loss
            
(85,658
)
    
(1,139,598
)
Dividend income from equity method investments measured at fair value (related party)
     10
      —       10,610,587  
Dividend income on equity securities
     12
       2,853,165       2,196,716  
Dividend income from related party     3
       707,777       703,889  
Gain on equity securities
     12
       15,025,838       5,457,774  
Other, net
             —       2,213,634  
Total other expenses, net
            
17,823,282
      
17,858,328
  
                         
Net income / (loss), before taxes
          
$
45,279,966
    
$
(16,406,454
)
Income taxes
     22
       (94,609 )     (602,133 )
Net income / (loss)
             45,185,357       (17,008,587 )
Less: Net loss attributable to the non-controlling interest
             —       3,191,062  
Net income / (loss) attributable to Castor Maritime Inc.
             45,185,357       (13,817,525 )
Dividend on Series D Preferred Shares     13
      (1,263,889 )     (2,513,889 )
Deemed dividend on Series D Preferred Shares     13       (249,515 )     (1,451,187 )
Net income / (loss) attributable to common shareholders of Castor Maritime Inc.
             43,671,953       (17,782,601 )

                       
Other comprehensive income:
                        
Foreign currency translation
             —       28,586,783  
Net cash flow hedges
             —       394,454  
Other comprehensive income
             —       28,981,237  
Other comprehensive income attributable to noncontrolling interests
             —       (7,622,435 )
Other comprehensive income attributable to Castor Maritime Inc.
             —       21,358,802  
                         
Total comprehensive income
             45,185,357       11,972,650  
Comprehensive income attributable to noncontrolling interests
             —       (4,431,373 )
Total comprehensive income attributable to Castor Maritime Inc.
             45,185,357       7,541,277  
                         
Earnings / (loss) per common share, basic attributable to Castor Maritime Inc. common shareholders
    
17
       4.52       (1.84 )
Earnings / (loss) per common share, diluted attributable to Castor Maritime Inc. common shareholders
     17       2.11       (1.84 )
Weighted average number of common shares, basic
     17       9,662,354       9,662,354  
Weighted average number of common shares, diluted
     17       21,397,406       9,662,354  

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-3
CASTOR MARITIME INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND MEZZANINE EQUITY
For the six months ended June 30, 2024, and 2025
(Expressed in U.S. Dollars – except for share data)

   
Number of
shares issued
                                              
Mezzanine
equity
  
   
Common
shares
    
Series B
Preferred
shares
    
Par
Value of
Shares
issued
    
Additional
Paid-in
capital
    
Retained
earnings
    
Accumulated
Other
Comprehensive
Income / (Loss)
    
Castor
Maritime Inc.
    
Non-controlling
Interest
    
Total
Shareholders’
Equity
    
# of
Series D
Preferred
Shares
    
Mezzanine
Equity
  
Balance, December 31, 2023
    
9,662,354
      
12,000
      
9,674
      
266,447,819
      
194,722,759
    
—    
461,180,252    
—      
461,180,252
      
50,000
      
49,549,489
  
-  Dividend on Series D Preferred Shares
    
—
      
—
      
—
      
—
      
(1,263,889
)
     —       (1,263,889 )     —      
(1,263,889
)
    
—
      
—
  
-  Deemed dividend on Series D Preferred Shares
    
—
      
—
      
—
      
—
      
(249,515
)
     —       (249,515 )     —      
(249,515
)
    
—
      
249,515
  
-  Warrants repurchase (Note 14)
     —       —       —       (1,058,481 )     —       —       (1,058,481 )     —       (1,058,481 )     —       —  
- Net income and comprehensive income
    
—
      
—
      
—
      
—
      
45,185,357
       —       45,185,357       —      
45,185,357
      
—
      
—
  
Balance, June 30, 2024
    
9,662,354
      
12,000
      
9,674
      
265,389,338
      
238,394,712
       —       503,793,724       —      
503,793,724
      
50,000
      
49,799,004
  
 
                                                                                        
Balance, December 31, 2024
    
9,662,354
      
12,000
      
9,674
      
265,389,338
      
228,527,153
       (1,509,187 )     492,416,978       55,340,486      
547,757,464
      
100,000
      
77,708,258
  
- Dividend on Series D Preferred Shares
    
—
      
—
      
—
      
—
      
(2,513,889
)
     —       (2,513,889 )     —      
(2,513,889
)
    
—
      
—
  
- Deemed dividend on Series D Preferred Shares
    
—
      
—
      
—
      
—
      
(1,451,187
)
     —       (1,451,187 )     —      
(1,451,187
)
    
—
      
1,451,187
  
- Dividends to noncontrolling interests (Note 13)
     —       —       —       —       —       —       —       (2,848,198 )     (2,848,198 )     —       —  
-  Changes in Ownership of Subsidiary Without Loss of Control
     —       —       —       (48,020 )     —       —       (48,020 )     320,800       272,780
    —       —  
-  Share-based compensation (Note 23)
     —       —       —       —       —       —       —       115,044       115,044        —       —  
-  Other comprehensive income
     —       —       —       —       —       21,358,802       21,358,802       7,622,435       28,981,237       —       —  
- Net loss
    
—
      
—
      
—
      
—
      
(13,817,525
)
     —       (13,817,525 )     (3,191,062 )    
(17,008,587
)
    
—
      
—
  
Balance, June 30, 2025
    
9,662,354
      
12,000
      
9,674
      
265,341,318
      
210,744,552
       19,849,615       495,945,159       57,359,505      
553,304,664
      
100,000
      
79,159,445
  

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-4
CASTOR MARITIME INC.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2024, and 2025
(Expressed in U.S. Dollars)

 
  

Six Months Ended
June 30,
  
 
   Note    
2024
    
2025
  
Cash Flows provided by / (used in) Operating Activities:
                  
Net income / (loss), net of taxes
        
$
45,185,357
    
$
(17,008,587
)
Adjustments to reconcile net income / (loss) to net cash provided by Operating Activities:
                      
Depreciation and amortization
    
4,6,7,8
      
7,387,855
      
6,653,155
  
Amortization and write-off of deferred finance charges
    
3,21
      
451,227
      
108,215
  
Amortization of fair value of acquired time charters
    
5
      
265,173
      
119,733
  
Straight line amortization of hire
             (176,850 )     125,507  
Net (gain) / loss on sale of vessels    
6
      
(19,307,595
)
    
2,001,646
  
Loss on vessels held for sale
    
6
       —       5,554,777  
Provision for doubtful accounts
             —       15,459  
Share-based compensation
    
20,23
       —       115,044  
Non-cash compensation (transfer of shares)
             —       272,780  
Net gain on dispositions of assets
             —       (410,099 )
Unrealized gain from equity method investments
             —       (441,493 )
Unrealized losses from equity method investments measured at fair value
    
10
       —       24,814,649  
Dividend income from equity method investments measured at fair value (related party)
    
10
       —       (10,610,587 )
Unrealized foreign exchange loss from equity method investments
             —       1,084,348  
Unrealized gain on equity securities
    
12
      
(11,237,677
)
    
(7,511,809
)
Realized (gain) / loss on sale of equity securities
    
12
      
(3,618,022
)
    
2,029,190
  
Non-cash effects from translation to reporting currency
             —       28,458
Gain from a claim
            
(1,411,356
)
    
—
  
Changes in operating assets and liabilities:
                        
Accounts receivable trade, net
            
1,937,752
      
(1,221,358
)
Inventories
            
615,101
      
784,160
  
Due from/to related parties
            
5,633,489
      
656,457
  
Prepaid expenses and other assets
            
1,110,733
   
(308,770
)
Accounts payable
            
(1,291,988
)
    
(172,965
)
Accrued liabilities
            
(658,389
)
    
(8,601,118
)
Income tax receivable / payable
             —       (4,596,126 )
Derivative assets and liabilities, net
             —       (1,084,289 )
Deferred revenue
            
(1,036,689
)
    
227,194
  
Dry-dock costs paid
            
—
      
(2,397,313
)
Dividends received from equity method investments measured at fair value
             —       5,797,456  
Net Cash provided by / (used in) Operating Activities
            
23,848,121
      
(3,976,286
)
 
                        
Cash flow provided by Investing Activities:
                        
Other vessel improvements    
6
      
(26,494
)
    
(260,169
)
Purchase of equity securities
    
12
       (18,114,116 )     (11,012,514 )
Acquisitions of property and equipment, net
    
7
       —       (112,563 )
Proceeds from sale of equity securities
    
12
       46,088,578       31,668,114  
Net proceeds from sale of vessels
    
6
       107,876,357       61,939,798  
Proceeds from a claim
             1,411,356       —  
Payments for acquisition of equity method investments
    
10
       —       (24,119,428 )
Return of invested capital from equity method investments                    
4,137,792
  
Net proceeds from dispositions of long term assets            
—
      
357,048
  
Net cash provided by Investing Activities
            
137,235,681
      
62,598,078
  
 
                        
Cash flows provided by / (used in) Financing Activities:
                        
Repurchase of warrants
            (1,058,481 )     —  
Dividends paid on Series D Preferred Shares
    
13
       (1,250,000 )     (2,097,222 )
Proceeds from long-term debt
    
11
       —       1,577,002  
Repayment of long-term debt (including related party)    
3, 11
      
(43,383,257
)
    
(101,057,645
)
Payment of deferred financing costs
            
—
      
(110,000
)
Cash dividends paid to noncontrolling interests
    
13
       —       (2,848,198 )
Net cash used in Financing Activities
            
(45,691,738
)
    
(104,536,063
)
 
                        
Effect of exchange rate changes on cash, cash equivalents and restricted cash
             —       3,206,933  
Net increase/(decrease) in cash, cash equivalents, and restricted cash
            
115,392,064
      
(42,707,338
)
Cash, cash equivalents and restricted cash at the beginning of the period
            
120,901,147
      
88,616,996
  
Cash, cash equivalents and restricted cash at the end of the period
          
$
236,293,211
    
$
45,909,658
  
 
                        
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
                        
Cash and cash equivalents
          
$
230,137,481
    
$
44,761,426
  
Restricted cash, current
            
1,790,730
      
—
  
Restricted cash, non-current
            
4,365,000
      
—
  
Cash and cash equivalents included in assets held for sale
             —       1,148,232  
Cash, cash equivalents, and restricted cash
          
$
236,293,211
    
$
45,909,658
  

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-5
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

1.
Basis of Presentation and General information:

Castor Maritime Inc. (“Castor”) was incorporated in September 2017 under the laws of the Republic of the Marshall Islands. The accompanying unaudited interim condensed consolidated financial statements include the accounts of Castor and its wholly owned and majority-owned subsidiaries (collectively, the “Company”). Castor is a diversified global shipping and energy company, with activities directly and indirectly in investment and asset management, vessel ownership, technical and commercial ship management and energy infrastructure projects. On December 21, 2018, Castor’s common shares, par value $0.001 (the “common shares”) began trading on the Euronext NOTC, under the symbol “CASTOR” and, on February 11, 2019, they began trading on the Nasdaq Capital Market, or Nasdaq, under the symbol “CTRM”. As of June 30, 2025, Castor was controlled by Thalassa Investment Co. S.A. (“Thalassa”) by virtue of its ownership of 100% of the Series B preferred shares of Castor and, as a result, Thalassa controlled the outcome of matters on which shareholders are entitled to vote. Thalassa is affiliated with Petros Panagiotidis, the Company’s Chairman, Chief Executive Officer and Chief Financial Officer.

On March 27, 2024, the Company effected a 1-for-10 reverse stock split on its issued and outstanding common shares. All share and per share amounts disclosed in the accompanying unaudited interim condensed consolidated financial statements give effect to this reverse stock split retroactively for the period ended June 30, 2024.

With effect from July 1, 2022, Castor Ships S.A., a corporation incorporated under the laws of the Republic of the Marshall Islands (“Castor Ships”), a related party controlled by the Company’s Chairman, Chief Executive Officer and Chief Financial Officer, Petros Panagiotidis, manages the Company’s business overall. Prior to this date, Castor Ships provided only commercial ship management and administrative services to the Company (see also Note 3).

Pavimar S.A. (“Pavimar”), a related party controlled by Ismini Panagiotidis, the sister of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer, Petros Panagiotidis, provided technical, crew and operational management services to the Company through the first half of 2022. With effect from July 1, 2022, Pavimar co-managed with Castor Ships the technical management of the Company’s dry bulk vessels, except for the M/V Magic Celeste, M/V Magic Ariel and M/V Magic Starlight, for which Castor Ships has provided the technical management since August 16, 2024, October 9, 2024 and December 18, 2024, respectively. As of June 30, 2025, all ship management agreements between the Company and Pavimar have been terminated. Castor Ships now exclusively provides the commercial and technical management of the Company’s entire fleet, while certain aspects of the management of a number of the Company’s vessels are subcontracted to related or third-party managers.

As of June 30, 2025, the Company owned a diversified fleet of 9 vessels, with a combined carrying capacity of 0.7 million dwt, consisting of four Kamsarmax, three Panamax and one Ultramax dry bulk vessels, as well as one 1,850 TEU containership.

On December 12, 2024, Castor, through a wholly owned subsidiary, entered into a share purchase agreement, pursuant to which Castor agreed to acquire from MPC Münchmeyer Petersen & Co. GmbH (“MPC Holding”), subject to certain  terms and conditions, 26,116,378 shares of common stock of MPC Münchmeyer Petersen Capital AG (“MPC Capital”), representing 74.09% of MPC Capital’s outstanding common stock, for a cash price of €7.00 per share, equivalent to aggregate consideration of €182.8 million (approximately $192.0 million at the time of the transaction), excluding transaction related costs. On December 16, 2024, the acquisition of the 26,116,378 shares of common stock of MPC Capital was completed. MPC Capital is an investment and asset manager specializing in infrastructure projects in the maritime and energy sectors. Partnering and co-investing with institutional investors, MPC Capital provides tailor-made investment solutions, project access, and integrated asset management expertise, including technical and commercial ship management. The transaction was financed with cash on hand and the proceeds of (i) a $100 million senior term loan facility between Toro Corp. (“Toro”) and Castor and (ii) the issuance of an additional 50,000 of Castor’s 5.00% Series D cumulative perpetual convertible preferred shares, par value $0.001 per share (the “Series D Preferred Shares”) to Toro for an aggregate consideration of $50,000,000, which are discussed in Note 3(d) and (e).

F-6
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
1.
Basis of Presentation and General information (continued):

The Company accounted for the control obtained in MPC Capital on December 16, 2024 as a “business combination”, which resulted in the application of the “acquisition method”, as defined under ASC 805, Business Combinations, with the Company to be considered the accounting acquirer of MPC Capital. The assets acquired and liabilities assumed on the date of control were recorded at fair value.

Details of the Company’s wholly-owned and majority-owned subsidiaries as of June 30, 2025, are listed below.

(a) Consolidated vessel owning subsidiaries:

 
Company
Country of
incorporation
Vessel Name
DWT
Year
Built
Delivery date
to Castor
1
Spetses Shipping Co. (“Spetses”)
Marshall Islands
M/V Magic P
76,453
2004
February 2017
2
Liono Shipping Co. (“Liono”)
Marshall Islands
M/V Magic Thunder (1)
83,375
2011
April 2021
3
Mulan Shipping Co. (“Mulan”)
Marshall Islands
M/V Magic Starlight
81,048
2015
May 2021
4
Songoku Shipping Co. (“Songoku”)
 Marshall Islands M/V Magic Pluto 74,940 2013 August 2021
5
Asterix Shipping Co. (“Asterix”)
 Marshall Islands M/V Magic Perseus 82,158 2013 August 2021
6
Johnny Bravo Shipping Co. (“Johnny Bravo”)
 Marshall Islands M/V Magic Mars
76,822
 2014 September 2021
7 Aladdin Shipping Co. (“Aladdin”) Marshall Islands M/V Magic Celeste 63,310 2015 August 2024
8 Ariel Shipping Co. (“Ariel”) Marshall Islands M/V Magic Ariel 81,845 2020 October 2024
9 Yogi Bear Shipping Co. (Yogi”) Marshall Islands M/V Raphaela 26,811 2008 October 2024

(1)
On July 29, 2025, Liono Shipping Co. completed a sale and leaseback transaction for the M/V Magic Thunder with a Japanese counterparty. (See Note 25(b)) 

(b) Consolidated subsidiaries formed to acquire vessels:

 
Company
Country of incorporation
1
Containco Shipping Inc.
Marshall Islands

(c)     Consolidated holding subsidiary:

 
Company
Country of incorporation
1
Thalvora Holdings GmbH
Germany

F-7
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
1.
 Basis of Presentation and General information (continued):

(d) Consolidated non-vessel owning subsidiaries:

 
Company
Country of incorporation
1
Castor Maritime SCR Corp. (“Castor SCR”) (1)
Marshall Islands
2
Bagheera Shipping Co. (“Bagheera”) (2)
Marshall Islands
3 Luffy Shipping Co. (“Luffy”) (2)
Marshall Islands
4 Kabamaru Shipping Co. (“Kabamaru”) (2)
Marshall Islands
5 Bistro Maritime Co. (“Bistro”) (2)
Marshall Islands
6 Garfield Shipping Co. (“Garfield”) (2)
Marshall Islands
7 Pikachu Shipping Co. (“Pikachu”) (3)
Marshall Islands
8 Jumaru Shipping Co. (“Jumaru”) (4)
Marshall Islands
9 Pumba Shipping Co. (“Pumba”) (5)
Marshall Islands
10 Snoopy Shipping Co. (“Snoopy”) (6) Marshall Islands
11 Super Mario Shipping Co. (“Super Mario”) (7) Marshall Islands
12 Stewie Shipping Co. (“Stewie”) (8) Marshall Islands
13 Pocahontas Shipping Co. (“Pocahontas”) (9) Marshall Islands
14 Cinderella Shipping Co. (“Cinderella”) (10)
 Marshall Islands
15
 Mickey Shipping Co. (“Mickey”) (11) Marshall Islands
16
 Jerry Shipping Co. (“Jerry S”) (12)
 Marshall Islands
17
Tom Shipping Co. (“Tom S”) (13) Marshall Islands
18
Indigo Global Corp. Marshall Islands
19
 Castor Maritime Finance Inc. Marshall Islands
20
Castor CSI Corp. Marshall Islands
21
Thalvora Enterprises Inc. Marshall Islands
22 MPCC CSI LTD Republic of Cyprus

(1)
Incorporated under the laws of the Marshall Islands on September 16, 2021, this entity serves as the Company’s subsidiaries’ cash manager with effect from November 1, 2021.

(2)
 Details of the entities that sold their vessels prior to 2024 can be found in Note 1 of the consolidated financial statements included in the Company’s 2024 Annual Report. 

(3)
Pikachu Shipping Co. no longer owns any vessel following the sale of the M/V Magic Moon on November 10, 2023, and delivery of such vessel to an unaffiliated third-party on January 16, 2024.

(4)
 Jumaru Shipping Co. no longer owns any vessel following the sale of the M/V Magic Nova on January 19, 2024, and delivery of such vessel to an entity beneficially owned by a family member of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer on March 11, 2024.

(5)
 Pumba Shipping Co. no longer owns any vessel following the sale of the M/V Magic Orion on December 7, 2023, and delivery of such vessel to an unaffiliated third-party on March 22, 2024.

(6)
 Snoopy Shipping Co. no longer owns any vessel following the sale of the M/V Magic Nebula on February 15, 2024, and delivery of such vessel to an entity affiliated with a family member of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer on April 18, 2024.

(7)
 Super Mario Shipping Co. no longer owns any vessel following the sale of the M/V Magic Venus on December 21, 2023, and delivery of such vessel to an entity affiliated with a family member of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer on May 10, 2024.

(8)
 Stewie Shipping Co. no longer owns any vessel following the sale of the M/V Magic Vela on May 1, 2024, and delivery of such vessel to an unaffiliated third-party on May 23, 2024.

(9)
 Pocahontas Shipping Co. no longer owns any vessel following the sale of the M/V Magic Horizon on January 19, 2024, and delivery of such vessel to an entity beneficially owned by a family member of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer on May 28, 2024.

(10)
 Cinderella Shipping Co. no longer owns any vessel following the sale of the M/V Magic Eclipse on March 6, 2025, and delivery of such vessel to an entity beneficially owned by a family member of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer on March 24, 2025 (see also Note 6).

(11)
 Mickey Shipping Co. no longer owns any vessel following the sale of the M/V Magic Callisto on March 11, 2025, and delivery of such vessel to an entity beneficially owned by a family member of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer on April 28, 2025 (see also Note 6). 

(12)
 Jerry Shipping Co. no longer owns any vessel following the sale of the M/V Ariana A on November 13, 2024, and delivery of such vessel to an unaffiliated third-party on January 22, 2025 (see also Note 6). 

(13)
 Tom Shipping Co. no longer owns any vessel following the sale of the M/V Gabriela A on December 4, 2024, and delivery of such vessel to an unaffiliated third-party on May 7, 2025 (see also Note 6).

F-8
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
1.
 Basis of Presentation and General information (continued):

(e) Consolidated majority-owned subsidiaries:

Company
Country of
incorporation
Shares held in percent
Shareholder
MPC Münchmeyer Petersen Capital AG
Germany
73.97%
Thalvora Holdings GmbH

The consolidated subsidiaries in the table below are held by the MPC Münchmeyer Petersen Capital AG:

Company
Country of
incorporation
Shares held
in percent
Shareholder
Curamus Managementgesellschaft mbH, Hamburg
Germany
100%
MPC Capital Dritte Beteiligungsgesellschaft mbH, Hamburg
Duisburg Invest Beteiligungsgesellschaft mbH & Co. KG, Hamburg
 Germany
100%
MPC Capital AG, Hamburg 99.90% MPC Capital Beteiligungsgesellschaft mbH & Co. KG, Hamburg 0.10%
Energiepark Heringen-Philippsthal WP HP GmbH & Co, KG, Hamburg Germany 100% MPC Capital Beteiligungsgesellschaft mbH & Co. KG, Hamburg
ELG Erste Liquidationsmanagement GmbH, Hamburg
 Germany
100%
MPC Capital GmbH, Hamburg
First Fleet Philipp Beteiligungs GmbH, Delmenhorst
 Germany
100%
MPC Capital Investments GmbH, Hamburg
Harper Petersen Albis GmbH & Co. KG, Hamburg
Germany
100%
Harper Petersen & Co. GmbH & Co. KG, Hamburg
Harper Petersen & Co. Asia Ltd., Hongkong / China
 China
100%
Harper Petersen & Co. GmbH & Co. KG, Hamburg
Harper Petersen & Co. B.V., Amsterdam / Netherlands
 Netherlands
100%
Harper Petersen & Co. GmbH & Co. KG, Hamburg
Harper Petersen & Co. GmbH & Co. KG, Hamburg
 Germany
100%
MPC Maritime Holding GmbH, Hamburg
Harper Petersen & Co. Pte Ltd., Singapur
 Singapore
100%
Harper Petersen & Co. GmbH & Co. KG, Hamburg
HLD Vermögensverwaltungsgesellschaft UG (haftungsbeschränkt) i.L., Hamburg
 Germany
100%
MPC Capital Beteiligungsgesellschaft mbH & Co. KG, Hamburg
Immobilienmanagement MPC Student Housing Venture GmbH, Hamburg
 Germany
100%
MPC Capital AG, Hamburg
Immobilienmanagement Sachwert Rendite-Fonds GmbH, Hamburg
 Germany
100%
MPC Capital GmbH, Hamburg
Management Sachwert Rendite-Fonds Immobilien GmbH, Hamburg
 Germany
100%
MPC Capital GmbH, Hamburg
Managementgesellschaft Harper Petersen mbH, Hamburg
 Germany
100%
Harper Petersen & Co. GmbH & Co. KG, Hamburg
Managementgesellschaft MPC Global Maritime Opportunity Private Placement GmbH, Hamburg
 Germany
100%
MPC Maritime Holding GmbH, Hamburg

F-9
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
1.
 Basis of Presentation and General information (continued):

Managementgesellschaft MPC Solarpark mbH, Hamburg
Germany
100%
MPC Münchmeyer Petersen Real Estate Consulting GmbH, Hamburg
Managementgesellschaft Oil Rig Plus mbH, Hamburg
Germany
100%
MPC Maritime Holding GmbH, Hamburg
MPC Achte Vermögensstrukturfonds Verwaltungsgesellschaft mbH, Hamburg
Germany
100%
MPC Investment Services GmbH, Hamburg
MPC Best Select Company Plan Managementgesellschaft mbH, Quickborn
Germany
100%
MPC Investment Services GmbH, Hamburg
MPC Capital Advisory GmbH, Hamburg
Germany
100%
MPC Capital GmbH, Hamburg
MPC Capital Beteiligungsgesellschaft mbH & Co. KG, Hamburg
Germany
100%
MPC Capital AG, Hamburg
MPC Capital Dritte Beteiligungsgesellschaft mbH, Hamburg
Germany
100%
MPC Capital AG, Hamburg
MPC Capital GmbH, Hamburg
Germany
100%
MPC Capital AG, Hamburg
MPC Capital Investments GmbH, Hamburg
Germany
100%
MPC Capital AG, Hamburg
MPC Capital Risk & Insurance GmbH & Co. KG, Hamburg
Germany
100%
MPC Capital AG, Hamburg
MPC Capital Risk & Insurance Verwaltungs GmbH, Hamburg
Germany
100%
MPC Capital AG, Hamburg
MPC Capital Zweite Beteiligungsgesellschaft mbH, Hamburg
Germany
100%
MPC Capital Beteiligungsgesellschaft mbH & Co. KG, Hamburg
MPC Dritte Vermögensstrukturfonds Verwaltungsgesellschaft mbH, Hamburg
Germany
100%
MPC Investment Services GmbH, Hamburg
MPC ECOBOX OPCO 1 Beteiligungs GmbH & Co. KG. Hamburg
Germany
51.1%
MPC Capital Zweite Beteiligungsgesellschaft mbH, Hamburg
MPC ECOBOX OPCO 2 Beteiligungs GmbH & Co. KG. Hamburg
Germany
77.6%
MPC Capital Zweite Beteiligungsgesellschaft mbH, Hamburg
MPC ECOBOX OPCO 4 GmbH & Co. KG i.L., Hamburg
Germany
81.7%
MPC Capital Zweite Beteiligungsgesellschaft mbH, Hamburg
MPC Energías Renovables Colombia S.A.S., Bogotá / Colombia
Colombia
100%
MPC Capital GmbH, Hamburg
MPC Elfte Vermögensstrukturfonds Verwaltungsgesellschaft mbH, Hamburg
Germany
100%
MPC Investment Services GmbH, Hamburg
MPC Fünfte Vermögensstrukturfonds Verwaltungsgesellschaft mbH, Hamburg
Germany
100%
MPC Investment Services GmbH, Hamburg
MPC Investment Partners GmbH, Hamburg
Germany
100%
MPC Capital AG, Hamburg
MPC Investment Services GmbH, Hamburg
Germany
100%
MPC Capital AG, Hamburg
MPC Maritime Beteiligungsgesellschaft mbH & Co. KG, Hamburg
Germany
100%
MPC Maritime Holding GmbH, Hamburg
MPC Maritime Beteiligungsverwaltungsgesellschaft mbH, Hamburg
Germany
100%
MPC Maritime Holding GmbH, Hamburg
MPC Maritime Holding GmbH, Hamburg
Germany
100%
MPC Capital AG, Hamburg
MPC Maritime Investments GmbH i.L., Hamburg
Germany
100%
MPC Maritime Holding GmbH, Hamburg
MPC Multi Asset Verwaltungsgesellschaft mbH, Hamburg
Germany
100%
MPC Maritime Holding GmbH, Hamburg
 
F-10
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
1.
 Basis of Presentation and General information (continued):

MPC Münchmeyer Petersen Real Estate Consulting GmbH, Hamburg
Germany
100%
MPC Capital AG, Hamburg
MPC Neunte Vermögensstrukturfonds Verwaltungsgesellschaft mbH, Hamburg
Germany
100%
MPC Investment Services GmbH, Hamburg
MPC Real Value Fund Verwaltungsgesellschaft mbH, Quickborn
Germany
100%
MPC Investment Services GmbH, Hamburg
MPC Renewable Panama S.A., Panama
Panama
100%
MPC Capital GmbH, Hamburg
MPC Schiffsbeteiligung Vermögensstrukturfonds Verwaltungsgesellschaft mbH, Nielbühl
Germany
100%
MPC Maritime Holding GmbH, Hamburg
MPC Sechste Vermögensstrukturfonds Verwaltungsgesellschaft mbH, Hamburg
Germany
100%
MPC Investment Services GmbH, Hamburg
MPC Siebte Vermögensstrukturfonds Verwaltungsgesellschaft mbH, Hamburg
Germany
100%
MPC Investment Services GmbH, Hamburg
MPC Silica Invest GmbH, Hamburg
Germany
100%
MPC Capital AG, Hamburg
MPC Venture Invest AG, Wien / Austria
Austria
100%
MPC Capital AG, Hamburg
MPC Vierte Vermögensstrukturfonds Verwaltungsgesellschaft mbH, Hamburg
Germany
100%
MPC Investment Services GmbH, Hamburg
MPC Zehnte Vermögensstrukturfonds Verwaltungsgesellschaft mbH, Hamburg
Germany
100%
MPC Investment Services GmbH, Hamburg
MPC Zweite Vermögensstrukturfonds Verwaltungsgesellschaft mbH, Hamburg
Germany
100%
MPC Investment Services GmbH, Hamburg
Panda Invest GmbH, Hamburg
Germany
100%
MPC Capital Beteiligungsgesellschaft mbH & Co. KG, Hamburg
Palmaille Ship Invest GmbH, Hamburg
Germany
31.0%
MPC Capital Beteiligungsgesellschaft mbH & Co. KG, Hamburg
PB BS GMO Verwaltungs GmbH, Hamburg
Germany
100%
MPC Capital Investments GmbH, Hamburg
PBH Maritime Verwaltungsgesellschaft mbH, Hamburg
Germany
100%
MPC Capital Beteiligungsgesellschaft mbH & Co. KG, Hamburg
RES Maxis B.V., Amsterdam / Netherlands
Netherlands
71.5%
MPC Capital Beteiligungsgesellschaft mbH & Co. KG, Hamburg
TVP Treuhand- und Verwaltungsgesellschaft für Publikumsfonds mbH & Co. KG, Hamburg
Germany
100%
MPC Investment Services GmbH, Hamburg
Verwaltung “Rio Blackwater” Schifffahrtsgesellschaft mbH, Hamburg
Germany
100%
MPC Maritime Holding GmbH, Hamburg
Verwaltung Achte Sachwert Rendite-Fonds Deutschland GmbH, Hamburg
Germany
100%
MPC Capital GmbH, Hamburg
Verwaltung Asien Opportunity Real Estate GmbH, Hamburg
Germany
100%
MPC Capital GmbH, Hamburg
Verwaltung Bluewater Investments GmbH, Hamburg
Germany
100%
MPC Capital Beteiligungsgesellschaft mbH & Co. KG, Hamburg
Verwaltung Dreiundfünfzigste Sachwert Rendite-Fonds Holland GmbH, Hamburg
Germany
100%
MPC Capital GmbH, Hamburg
Verwaltung Dritte MPC Sachwert Rendite-Fonds Opportunity Amerika GmbH, Quickborn
Germany
100%
MPC Capital GmbH, Hamburg
 
F-11
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
1.
 Basis of Presentation and General information (continued):
 
Verwaltung Einundsiebzigste Sachwert Rendite-Fonds Holland GmbH, Hamburg
Germany
100%
MPC Capital GmbH, Hamburg
Verwaltung Elfte Sachwert Rendite-Fonds Deutschland GmbH, Hamburg
Germany
100%
MPC Capital GmbH, Hamburg
Verwaltung Fünfte Sachwert Rendite-Fonds Deutschland GmbH, Hamburg
Germany
100%
MPC Capital GmbH, Hamburg
Verwaltung Harper Petersen Albis GmbH, Hamburg
Germany
100%
Harper Petersen Albis GmbH & Co. KG, Hamburg
Verwaltung MPC Capital Beteiligungsgesellschaft mbH, Hamburg
Germany
100%
MPC Capital AG, Hamburg
Verwaltung MPC Global Maritime Opportunity Private Placement GmbH, Hamburg
Germany
100%
MPC Capital Investments GmbH, Hamburg
Verwaltung MPC Real Estate Opportunity Private Placement Amerika GmbH, Quickborn
Germany
100%
MPC Capital GmbH, Hamburg
Verwaltung MPC Sachwert Rendite-Fonds Opportunity Amerika GmbH, Quickborn
Germany
100%
MPC Capital GmbH, Hamburg
Verwaltung MPC Sachwert Rendite-Fonds Opportunity Asien GmbH, Hamburg
Germany
100%
MPC Capital GmbH, Hamburg
Verwaltung MPC Solarpark GmbH, Hamburg
Germany
100%
MPC Investment Services GmbH, Hamburg
Verwaltung MPC Student Housing Beteiligung UG, Quickborn
Germany
100%
MPC Capital AG, Hamburg
Verwaltung MPC Student Housing Venture GmbH, Quickborn
Germany
100%
MPC Capital AG, Hamburg
Verwaltung Neunte Sachwert Rendite-Fonds Deutschland GmbH, Hamburg
Germany
100%
MPC Capital GmbH, Hamburg
Verwaltung Neunundfünfzigste Sachwert Rendite-Fonds Holland GmbH, Hamburg
Germany
100%
MPC Capital GmbH, Hamburg
Verwaltung Sachwert Rendite-Fonds Japan GmbH, Quickborn
Germany
100%
MPC Capital GmbH, Hamburg
Verwaltung Sechste Sachwert Rendite-Fonds Deutschland (Private Placement) GmbH, Hamburg
Germany
100%
MPC Capital GmbH, Hamburg
Verwaltung Sechsundvierzigste Sachwert Rendite-Fonds Holland GmbH, Hamburg
Germany
100%
MPC Capital GmbH, Hamburg
Verwaltung SHV Management Participation GmbH, Quickborn
Germany
100%
MPC Capital AG, Hamburg
Verwaltung Siebenundfünfzigste Sachwert Rendite-Fonds Holland GmbH, Hamburg
Germany
100%
MPC Capital GmbH, Hamburg
Verwaltung Siebenundvierzigste Sachwert Rendite-Fonds Holland GmbH, Hamburg
Germany
100%
MPC Capital GmbH, Hamburg
Verwaltung Siebte Sachwert Rendite-Fonds Deutschland GmbH, Hamburg
Germany
100%
MPC Capital GmbH, Hamburg
Verwaltung Siebzigste Sachwert Rendite-Fonds Holland GmbH, Hamburg
Germany
100%
MPC Capital GmbH, Hamburg
Verwaltung TVP Treuhand GmbH, Hamburg
Germany
100%
MPC Capital AG, Hamburg
F-12
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
1.
 Basis of Presentation and General information (continued):
 
Verwaltung Vierundfünfzigste Sachwert Rendite-Fonds Holland GmbH, Hamburg
Germany
100%
MPC Capital GmbH, Hamburg
Verwaltung Zehnte Sachwert Rendite-Fonds Deutschland GmbH, Hamburg
Germany
100%
MPC Capital GmbH, Hamburg
Verwaltung Zweite MPC Real Estate Opportunity Private Placement Amerika GmbH, Quickborn
Germany
100%
MPC Capital GmbH, Hamburg
Verwaltung Zweite MPC Sachwert Rendite-Fonds Opportunity Amerika GmbH, Quickborn
Germany
100%
MPC Capital GmbH, Hamburg
Verwaltung Zweite Reefer-Flottenfonds GmbH, Hamburg
Germany
100%
MPC Maritime Holding GmbH, Hamburg
Verwaltung Zweite Sachwert Rendite-Fonds Deutschland GmbH, Hamburg
Germany
100%
MPC Capital GmbH, Hamburg
Verwaltung Zweiundsiebzigste Sachwert Rendite-Fonds Holland GmbH, Hamburg
Germany
100%
MPC Capital GmbH, Hamburg
Verwaltungsgesellschaft Achte MPC Global Equity mbH, Hamburg
Germany
100%
MPC Investment Services GmbH, Hamburg
Verwaltungsgesellschaft Duisburg Invest mbH, Hamburg
Germany
100%
MPC Capital Beteiligungsgesellschaft mbH & Co. KG, Hamburg
Verwaltungsgesellschaft Elfte Private Equity GmbH, Hamburg
Germany
100%
MPC Investment Services GmbH, Hamburg
Verwaltungsgesellschaft MPC Global Equity Step by Step II mbH, Hamburg
Germany
100%
MPC Investment Services GmbH, Hamburg
Verwaltungsgesellschaft MPC Global Equity Step by Step III mbH, Hamburg
Germany
100%
MPC Investment Services GmbH, Hamburg
Verwaltungsgesellschaft MPC Global Equity Step by Step IV mbH, Hamburg
Germany
100%
MPC Investment Services GmbH, Hamburg
Verwaltungsgesellschaft MPC Global Equity Step by Step mbH, Hamburg
Germany
100%
MPC Investment Services GmbH, Hamburg
Verwaltungsgesellschaft MPC Rendite-Fonds Leben plus VI mbH, Quickborn
Germany
100%
MPC Investment Services GmbH, Hamburg
Verwaltungsgesellschaft MPC Rendite-Fonds Leben plus VII mbH, Quickborn
Germany
100%
MPC Investment Services GmbH, Hamburg
Verwaltungsgesellschaft MPC Rendite-Fonds Leben plus spezial IV mbH, Quickborn
Germany
100%
MPC Investment Services GmbH, Hamburg
Verwaltungsgesellschaft MPC Rendite-Fonds Leben plus spezial V mbH, Quickborn
Germany
100%
MPC Investment Services GmbH, Hamburg
Verwaltungsgesellschaft Neunte Global Equity mbH, Hamburg
Germany
100%
MPC Investment Services GmbH, Hamburg
Verwaltungsgesellschaft Oil Rig Plus mbH, Hamburg
Germany
100%
MPC Maritime Holding GmbH, Hamburg
Verwaltungsgesellschaft Siebte MPC Global Equity mbH, Hamburg
Germany
100%
MPC Investment Services GmbH, Hamburg
Zweite MPC Best Select Company Plan Managementgesellschaft mbH, Quickborn
Germany
100%
MPC Investment Services GmbH, Hamburg
  
F-13
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
1.
 Basis of Presentation and General information (continued):


The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information. They do not include all the information and notes required by U.S. GAAP for complete financial statements. Accordingly, these statements and the accompanying notes should be read in conjunction with the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on May 14, 2025 (the “2024 Annual Report”).

These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the six-month period ended June 30, 2025, are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2025.
   
2.
Significant Accounting Policies and Recent Accounting Pronouncements:

A discussion of the Company’s significant accounting policies can be found in the consolidated financial statements for the year ended December 31, 2024, included in the Company’s 2024 Annual Report. There have been no material changes to these policies in the six-month period ended June 30, 2025, apart from the following:

Revenue and expenses recognition

The Company currently generates its revenues from time charter contracts and pool arrangements. Revenues generated from pool arrangements are determined in accordance with the profit-sharing mechanism specified within each pool agreement (see below). The Company recognizes pool revenue based on quarterly reports from the pools which identify the number of days the vessel participated in the pool, the total pool points for the period, the total pool revenue for the period, and the calculated share of pool revenue for the vessel.

Revenues related to pool contracts

Pool revenue for each vessel is determined in accordance with the profit-sharing mechanism specified within each pool agreement. In particular, the pool managers aggregate the revenues and expenses of all of the pool participants and distribute the net earnings to participants, as applicable:


 •
based on the pool points attributed to each vessel (which are determined by vessel attributes such as cargo carrying capacity, speed, fuel consumption, and construction and other characteristics); or


•
by making adjustments to account for the cost of performance, the bunkering fees and the trading capabilities of each vessel and the number of days the vessel participated in the pool in the period (excluding off-hire days).

Recent Accounting Pronouncements:

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. This update provides guidance on identifying the accounting acquirer when a variable interest entity that meets the definition of a business is acquired primarily through the exchange of equity interests. The standard becomes effective for annual periods beginning after December 15, 2026, and for interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-03 on its accounting and disclosures related to business combinations.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses. The amendments are effective for annual reporting periods beginning after December 15, 2025, including interim periods within those annual periods. Early adoption is permitted. The Company is in the process of assessing the impact of ASU 2025-05 on its unaudited condensed consolidated financial statements.

F-14
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
3.
Transactions with Related Parties:

As of December 31, 2024, and June 30, 2025, balances with related parties consisted of the following:

 
  
December 31,
2024
    
June 30,
2025
  
Assets:
            
Due from Castor Ships (a) – current
   $ 1,407,506     $ 2,108,290  
Due from Castor Ships (a) – non-current
     3,504,667       2,893,839  
Due from Pavimar (b) – current
     1,405,049       440,030  
Investment in Toro (c) – non-current
     117,560,467       117,564,356  
Due from related parties (MPC Capital) (g) - current
     3,581,070       8,670,014  
 
                
Liabilities:
                
Due to Toro (d) – current
     687,500       1,104,166  
Current portion of long‐term debt, related party, net (Toro) (e)
     9,970,623       —  
Long‐term debt, related party, net (Toro) (e)
     89,921,162       —  
Accrued interest (e)- current
     364,205       —  
Due to related parties (MPC Capital) (g) - current
   $
201,520     $
—  

(a)     Castor Ships:

Castor Ships has acted as the Company’s commercial ship manager since September 1, 2020. Details of the Company’s transactions with Castor Ships are discussed in Note 4(a) to the consolidated financial statements for the year ended December 31, 2024, included in the Company’s 2024 Annual Report.

As of June 30, 2025, in accordance with the provisions of the Amended Castor Ship Management Agreements (as defined in the 2024 Annual Report), Castor Ships performs the commercial and technical management of the entire fleet. For any vessels for which Castor Ships has sub-contracted some aspects of the management services, Castor Ships pays, at its own expense, a fee for such service, without any additional cost to the Company.


The Ship Management Fees and Flat Management Fee (as defined in the Company’s 2024 Annual Report) are adjusted annually for inflation on each anniversary of the Amended and Restated Master Management Agreement’s effective date. As a result of the inflation adjustment and effective July 1, 2025, the daily Ship Management Fee increased from $1,017 per vessel to $1,044 per vessel and the quarterly Flat Management Fee increased from $0.82 million to $0.85 million.


In exchange for the management services, effective July 1, 2025, Castor Ships charges and collects (i) a chartering commission for and on behalf of Castor Ships and/or on behalf of any third-party broker(s) involved in the trading of the Company’s vessels, on all gross income received by the Company’s shipowning subsidiaries arising out of or in connection with the operation of the Company’s vessels for distribution among Castor Ships and any third-party broker(s), which, when calculated together with any address commission that any charterer of any of the Company’s vessels is entitled to receive, will not exceed the aggregate rate of 6.25% on each vessel’s gross income, (ii) a sale and purchase brokerage commission at the rate of 1% on each consummated transaction applicable to the total consideration of acquiring or selling: (a) a vessel (secondhand or newbuilt),  or (b) the shares of a ship owning entity owning vessel(s) or (c) shares and/or other securities(including equity, debt and loan instruments), and (iii) a capital raising commission at the rate of 1% on all gross proceeds of each capital raising transaction completed by the Company including, without limitation, any equity, debt or loan transactions, operating leasing transactions,  stand-alone derivative and/or swap agreements, other financing arrangements of a similar nature or any refinancing or restructuring thereof.

F-15
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
3.
 Transactions with Related Parties (continued):

During the six months ended June 30, 2024, and the six months ended June 30, 2025, the Company’s subsidiaries were charged the following fees and commissions by Castor Ships: (i) management fees amounting to $1,191,892 and $1,476,243, respectively, (ii) charter hire commissions amounting to $463,672 and $746,633, respectively, (iii) sale and purchase commissions amounting to $1,112,000 (due to the sale of four Panamax vessels, two Kamsarmax vessels and one Capesize vessel in 2024), and $638,000 (due to the sale of two Panamax vessels and two Container vessels in 2025), respectively, which are included in ‘Net gain / (loss) on sale of vessels’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income, and (iv) sale and purchase brokerage commissions of $0 and $493,992 for other listed equity securities, respectively, which are included in the interest and finance costs. Moreover, during the six months ended June 30, 2024 and the six months ended June 30, 2025, the flat management fees amounted to $1,599,000 and $1,648,570, respectively, and are included in ‘General and administrative expenses’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

The Amended Castor Ship Management Agreements also provide for an advance funding equal to two months of vessel daily operating costs to be placed with Castor Ships as a working capital guarantee, refundable in case a vessel is no longer under Castor Ship’s management. As of December 31, 2024, such advances amounted to $3,504,667 and $761,998, and are presented in ‘Due from related parties, non-current’ and ‘Due from related parties, current’, in the accompanying consolidated balance sheet, respectively. The amount of $761,998 is in relation to the M/V Ariana A and M/V Gabriela A which were classified as held for sale as of December 31, 2024. As of June 30, 2025, such advances amounted to $2,893,839 and $1,372,826, and are presented in ‘Due from related parties, non-current’ and ‘Due from related parties, current’, in the accompanying unaudited condensed consolidated balance sheet, respectively. The amount of $1,372,826 is in relation to the M/V Ariana A, M/V Gabriela A, the M/V Magic Eclipse and M/V Magic Callisto, which have been sold during the six months period ended June 30, 2025 (Note 6).

In connection with the subcontracting services rendered by the third-party ship-management companies, the Company had, as of December 31, 2024, and June 30, 2025, aggregate working capital guarantee deposits due from Castor Ships of $22,958 and $103,600 respectively, which are presented in ‘Due from related parties, current’ in the accompanying unaudited condensed consolidated balance sheets.

As of December 31, 2024 and June 30, 2025, net amounts of $1,083,025 and $1,532,181 were due from Castor Ships in relation to advances for operating expenses/drydock payments made by the Company to Castor Ships.

Further, as of December 31, 2024, and June 30, 2025, amounts of $460,475 and $900,317, respectively, were due to Castor Ships in connection with the services covered by the Amended Castor Ships Management Agreements. As a result, as of December 31, 2024 and June 30, 2025, net amounts of $1,407,506 and $2,108,290 were due from Castor Ships which are presented in ‘Due from related parties, current’, in the accompanying unaudited condensed consolidated balance sheets.

(b)     Pavimar:

With effect from July 1, 2022, pursuant to the terms of the Amended and Restated Master Management Agreement, Pavimar provided, as co-manager with Castor Ships, the dry-bulk vessel owning subsidiaries with a range of technical, crewing, insurance and operational services it provided prior to the Company’s entry into the Amended and Restated Management Agreement, in exchange for a daily management fee of $600 per vessel. As of May 2025, all ship management agreements between the Company and Pavimar have been terminated. Castor Ships now exclusively provides the commercial and technical management of the Company’s entire fleet, while certain aspects of the management of a number of the Company’s vessels are subcontracted to related or third-party managers. During the six months ended June 30, 2024, and the six months ended June 30, 2025, management fees paid amounted to $1,294,800 and $812,400, respectively.

F-16
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
3.
Transactions with Related Parties (continued):

Pavimar made payments for operating expenses with funds paid from the Company to Pavimar. As of December 31, 2024, and June 30, 2025, net amounts of $1,592,049 and $753,430 were due from Pavimar, respectively, in relation to advance payments to Pavimar on behalf of the Company. Further, as of December 31, 2024, and June 30, 2025, amounts of $187,000 and $313,400 were due to Pavimar in connection with additional services covered by the technical management agreements. As a result, as of December 31, 2024, and June 30, 2025, net amounts of $1,405,049 and $440,030 were due from Pavimar, respectively, which are presented in ‘Due from related parties, current’, respectively, in the accompanying unaudited condensed consolidated balance sheets.

(c)     Investment in related party:

As discussed in Note 1 of the 2024 Annual Report, Castor received 140,000 Series A Preferred Shares from Toro, having a stated amount of $1,000 and a par value of $0.001 per share. The Company is the holder of all of the issued and outstanding Series A Preferred Shares of Toro. The Series A Preferred Shares do not have voting rights. The Series A Preferred Shares are convertible into common shares of Toro at the Company’s option commencing upon the third anniversary of the issue date until but excluding the seventh anniversary, at a conversion price equal to the lesser of (i) 150% of the VWAP of Toro common shares over the five consecutive trading day period commencing on the Distribution Date (as defined in the 2024 Annual Report), and (ii) the VWAP of Toro common shares over the 10 consecutive trading day period expiring on the trading day immediately prior to the date of delivery of written notice of the conversion; provided, that, in no event shall the conversion price be less than $2.50.

As of December 31, 2024 and June 30, 2025, the aggregate value of investments in Toro amounted to $117,560,467 and $117,564,356, including $338,332 and $342,221 of accrued dividends, respectively, and are separately presented as ‘Investment in related party’ in the accompanying unaudited condensed consolidated balance sheets. As of June 30, 2025, the Company did not identify any impairment or any observable prices for identical or similar investments of the same issuer.

Furthermore, Castor is entitled to receive cumulative cash dividends, at the annual rate of 1.00% on the stated amount of $1,000 per share, of the 140,000 Series A Preferred Shares, receivable quarterly in arrears on the 15th day of January, April, July and October in each year, subject to Toro’s Board of Directors approval. However, for each quarterly dividend period commencing on or after the reset date (the seventh anniversary of the issue date of the Series A Preferred Shares), the dividend rate will be the dividend rate in effect for the prior quarterly dividend period multiplied by a factor of 1.3; provided that the dividend rate will not exceed 20% per annum in respect of any quarterly dividend period. During the six months ended June 30, 2024, and 2025, dividend income derived from the Company’s investment in Toro amounted to $707,777, and $703,889 respectively and is presented in ‘Dividend income from related party’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

During the six months ended June 30, 2024 and 2025, the Company received dividends of $700,000 and $700,000, respectively, from its investment in Toro.

(d)     Issuance of Series D Preferred shares to Toro:

On August 7, 2023, the Company issued 50,000 5.00% Series D fixed rate cumulative perpetual convertible preferred shares (the “Series D Preferred Shares”) to Toro in exchange for $50,000,000 in cash and on December 12, 2024, the Company issued an additional 50,000 Series D Preferred Shares to Toro in exchange for $50,000,000 in cash, as referenced in the 2024 Annual Report. The amounts of accrued dividend on the Series D Preferred Shares due to Toro as of December 31, 2024, and as of June 30, 2025 were $687,500 and $1,104,166 respectively, and are presented in ‘Due to related parties, current’ in the accompanying unaudited condensed consolidated balance sheets.

F-17
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
3.
Transactions with Related Parties (continued):


(e)     Long-term debt, related party



On December 11, 2024, Castor entered into a facility agreement with Toro to receive a $100.0 million senior term loan facility from Toro (the “Term Loan”) which was drawn down on the same date. The Term Loan had a tenor of 5 years, bore interest at the secured overnight financing rate (“SOFR”) plus 1.80% per annum, was guaranteed by the then ten wholly-owned ship-owning subsidiaries of Castor and was payable in (a) twenty (20) consecutive quarterly installments, each of  $2,500,000, commencing on March 11, 2025, and (b) a balloon installment in the amount of $50.0 million at its maturity together with the last quarterly installment. The Term Loan was secured by first priority mortgages on and first priority general assignments covering insurance policies and requisition compensation over the ten vessels then owned by wholly-owned subsidiaries of Castor. Pursuant to the terms of this facility, Castor was also subject to certain negative covenants customary for facilities of this type, which could be waived in Toro’s sole discretion.


   
Period Ended
  
Loan facilities
  
December 31,
2024
    
June 30,
2025
  
$100 million senior term loan facility
    
100,000,000
      
—
  
Total long-term debt, related party
  
$
100,000,000
    
$
—
  
Less: Deferred financing costs
    
(108,215
)
    
—
  
Total long-term debt, related party, net of deferred finance costs
  
$
99,891,785
    
$
—
  
             

 
Presented:
            
—
  
Current portion of long-term debt, related party
  
$
10,000,000
    
$
—
  
Less: Current portion of deferred finance costs
    
(29,377
)
    
—
  
Current portion of long-term debt, related party, net of deferred finance costs
  
$
9,970,623
    
$
—
  
             
—
  
Non-Current portion of long-term debt, related party
  
$
90,000,000
    
$
—
  
Less: Non-Current portion of deferred finance costs
    
(78,838
)
    
—
  
Non-Current portion of long-term debt, related party, net of deferred finance costs
  
$
89,921,162
    
$
—
  



As of December 31, 2024, the Company was in compliance with all financial covenants prescribed in this debt agreement.



On March 24, 2025, March 31, 2025 and on April 28, 2025, the Company performed partial prepayments to Toro related to the Term Loan amounting to $13,500,000, $34,000,000 and $14,000,000, respectively. The prepayment of $13,500,000 was made pursuant to the sale of M/V Magic Eclipse on March 24, 2025. The prepayment of $14,000,000 was made pursuant to the sale of M/V Magic Callisto on April 28, 2025. On May 5, 2025, the Company prepaid the amount of $36,000,000 remaining outstanding at that date. As of June 30, 2025, the Term Loan has been fully repaid.



The weighted average interest rate on the Company’s related party long-term debt for the six months ended June 30, 2025 was 6.15% (for the period that the loan was outstanding).



Total interest incurred on related party long-term debt for the six months ended June 30, 2024, and 2025, amounted to $0, and $1,771,836 respectively, and is included in Interest and finance costs (Note 21) in the accompanying unaudited interim condensed consolidated statements of comprehensive income.



The above transaction and its terms were approved by the independent members of the board of directors of each of Castor and Toro at the recommendation of their respective special committees composed of independent and disinterested directors, which negotiated the transaction and its terms.

F-18
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
3.
Transactions with Related Parties (continued):

(f)     Vessel Disposals:


On March 6, 2025, the Company entered into an agreement with an entity beneficially owned by a family member of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer for the sale of the M/V Magic Eclipse for a gross sale price of $13.5 million. The vessel was delivered to its new owners on March 24, 2025.

On March 11, 2025, the Company entered into an agreement with an entity beneficially owned by a family member of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer for the sale of the M/V Magic Callisto for a gross sale price of $14.5 million. The vessel was delivered to its new owners on April 28, 2025.

The terms of all the above sales were each negotiated and approved by a special committee of the Company’s disinterested and independent directors.


(g)     MPC Capital related parties



A significant part of the Company’s asset management segment revenues, including management fees, transaction fees and other revenues, are earned from entities that the Company manages or holds equity investments in and that meet the definition of a related party in accordance with ASC 850-10-20. These entities are related parties of the Company.


Revenues from services with related parties
  
Six months ended
June 30, 2025
  
MPC Container Ships ASA
  
$
4,203,908
  
MPC Caribbean Clean Energy Limited
    
450,060
  
MPC Energy Solutions NV
    
353,742
  
Other
    271,312  
Total
  
$
5,279,022
  



During the six months ended June 30, 2025, material related party relationships, include the following:


MPC Container Ships ASA



MPC Capital holds approximately 13.7% of the shares in MPC Container Ships ASA, indirectly through MPC CSI GmbH, Hamburg. MPC Container Ships ASA is an equity method investment of the Company and – together with its subsidiaries – is considered a related party of the Company. MPC Capital provides corporate management and commercial ship management services to MPC Container Ships ASA and its subsidiaries.



The outstanding amount from MPC Container Ships ASA, mainly relates to dividends receivable, which is included in due from related parties in the accompanying unaudited interim consolidated balance sheet, and is $3,659,873 as of June 30, 2025.



Wilhelmsen Ahrenkiel Ship Management GmbH & Co. KG



As of June 30, 2025, MPC Capital holds 50% of the shares in Wilhelmsen Ahrenkiel Ship Management GmbH & Co. KG, Hamburg. Wilhelmsen Ahrenkiel Ship Management GmbH & Co. KG, provides technical ship management, is a joint venture of the Company and – together with its subsidiaries – is considered a related party of the Company.



The outstanding amounts due from Wilhelmsen Ahrenkiel Ship Management GmbH & Co. KG relate to financing provided by MPC Capital in the amount of $1,171,590 as of June 30, 2025, included in due from related parties in the accompanying unaudited interim consolidated balance sheet.

F-19
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
3.
Transactions with Related Parties (continued):



MPC Energy Solutions NV



As of June 30, 2025, MPC Capital holds approximately 20.5% of the shares in MPC Energy Solutions NV. MPC Energy Solutions NV is an equity method investment of the Company and – together with its subsidiaries – is considered a related party of the Company. MPC Capital provides corporate management and asset management services to MPC Energy Solutions NV and its subsidiaries.



MPC Caribbean Clean Energy Limited



As of June 30, 2025, MPC Capital holds approximately 22.2% of the shares in MPC Caribbean Clean Energy Limited. MPC Caribbean Clean Energy Limited is an equity method investment of the Company and – together with its subsidiaries – is considered a related party of the Company. MPC Capital acts as a fund manager to MPC Caribbean Clean Energy Limited and its subsidiaries.



The outstanding amounts from services performed for MPC Caribbean Clean Energy Limited and its subsidiaries, included in due from related parties in the accompanying consolidated balance sheet, amount to $899,459 as of June 30, 2025.


4.
Deferred Charges, net:

The movement in deferred dry-docking costs, net in the accompanying unaudited interim consolidated balance sheets is as follows:

 
  
Dry-docking costs
  
Balance December 31, 2024
  
$
2,205,544
  
Additions
    
3,864,258
  
Amortization
    
(522,455
)
Balance June 30, 2025
  
$
5,547,347
  

During the six months ended June 30, 2025, three of the Company’s dry bulk carrier vessels (the M/V Magic P, M/V Magic Ariel and M/V Magic Starlight) concluded scheduled dry-docking repairs.

5.
Fair Value of Acquired Time Charters:

In connection with the acquisition in October 2024 of the M/V Raphaela with time charter attached, the Company recognized intangible assets of $477,101 representing the fair value of the favorable time charter attached to the vessel. The M/V Raphaela attached charter commenced upon the vessel’s delivery, on October 3, 2024 and was concluded within the first quarter of 2025 and the respective intangible asset was fully amortized during that period.

For the six months ended June 30, 2024 and 2025, the amortization of the acquired time charters amounted to $265,173 and $119,733, respectively, and is included in ‘Time Charter Revenues’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

F-20
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
6.
Vessels, net/Assets held for sale:

(a)  Vessels, net: The amounts in the accompanying unaudited condensed consolidated balance sheets are analyzed as follows:

   
Vessel Cost
    
Accumulated
depreciation
    
Net Book Value
  
Balance December 31, 2024
   $
227,879,519
     $
(27,436,326
)
   $
200,443,193
  
— Improvements, and other vessel costs
    313,972       —       313,972  
— Vessel disposals
     (42,365,879 )     7,495,493       (34,870,386 )
— Period depreciation
     —      
(4,980,785
)
    
(4,980,785
)
Balance June 30, 2025
   $
185,827,612
     $
(24,921,618
)
   $
160,905,994
  

(b)  Disposal of vessels / Assets held for sale

On March 6, 2025, the Company entered into an agreement with an entity beneficially owned by a family member of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer for the sale of the M/V Magic Eclipse for a gross sale price of $13.5 million. The vessel was delivered to its new owners on March 24, 2025. In connection with this sale, the Company recognized during the six months ended June 30, 2025 a net loss of $2.0 million which is separately presented in ‘Net gain / (loss) on sale of vessels’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.


On March 11, 2025, the Company entered into an agreement with an entity beneficially owned by a family member of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer for the sale of the M/V Magic Callisto for a gross sale price of $14.5 million. The vessel was delivered to its new owners on April 28, 2025. The Company followed the provisions of ASC360 and, as all criteria required for its classification as such were met at the date the relevant agreement was entered into, its value measured at the lower of carrying value and fair value (sale price) less costs to sell. As at that date for the M/V Magic Callisto, the difference between the estimated fair value less cost to sell of the vessel and the vessel’s carrying value, amounting to $5.6 million, was recorded, and is separately reflected as Loss on vessels held for sale in the accompanying unaudited interim condensed consolidated statements of comprehensive income.



The respective sales of the above vessels took place due to favorable offers in each case. The terms of each of the transactions above were negotiated and approved by a special committee of the Company’s disinterested and independent directors.



On November 13, 2024, the Company entered into an agreement with an unaffiliated third party for the sale of the M/V Ariana A for a gross sale price of $16.5 million. In addition, on December 4, 2024, the Company entered into an agreement with an unaffiliated third party for the sale of the M/V Gabriela A for a gross sale price of $19.3 million.  The Company followed the provisions of ASC360 and, as all criteria required for its classification as such were met at the date the relevant agreements were entered into, as of December 31, 2024, classified the carrying value of the vessels amounting to $34,625,833 and such vessel’s inventory onboard, amounting to $107,570, as “Assets held for sale” measured at the lower of carrying value and fair value (sale price) less costs to sell. The M/V Ariana A was delivered to its new owner on January 22, 2025. The M/V Gabriela A was delivered to its new owner on May 7, 2025 and the Company recognized during the six months ended June 30, 2025 a net gain of $0.2 million which is separately presented in ‘Net gain / (loss) on sale of vessels’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

F-21
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
6.
Vessels, net/Assets held for sale (continued):


As of June 30, 2025, the Assets held for sale include the Company’s subsidiary Energiepark Heringen-Philippsthal WP HP GmbH & Co, KG as follows:



The Company’s subsidiary Energiepark Heringen-Philippsthal WP HP GmbH & Co, KG (“EP Heringen”), which operates a windfarm in Germany, met the held for sale criteria as of December 31, 2024 and June 30, 2025. The Company intends to sell this subsidiary to an investment fund to which the Company will provide investment advisory services, when investors have committed to provide a sufficient amount of equity to the fund. Management expects this to be the case in 2025.  As a result, the disposal group was measured at fair value.


   
December 31,
2024
    
 June 30,
2025
  
Goodwill
  
$
3,238,569
     $
 —  
Property and equipment     29,882,640       33,613,236  
Intangible assets     566,806       637,568  
Accounts receivable trade, net and other current assets     289,160       394,949  
Cash and cash equivalents     720,210       1,148,232  
Assets held for sale  
34,697,385    
35,793,985  

               
Long-term debt, net    
 15,685,330      
 17,106,917  
Deferred tax liabilities     1,227,844       —  
Accounts payable and other current liabilities     743,197       790,079  
Liabilities directly associated with assets held for sale   $
17,656,371     $
17,896,996  

Property and equipment exclusively relates to two wind turbines, for which the fair value was determined as part of the pushdown accounting (refer to 2024 Annual Report). As EP Heringen is classified as held for sale, property and equipment is not depreciated. The change in the carrying amounts solely relates to foreign exchange translation.

In May 2022, EP Heringen entered into a credit facility with Commerzbank Aktiengesellschaft, Frankfurt am Main. The nominal value of the credit facility at inception was 16.21 million Euro (USD 18.99 million) with a nominal fixed interest rate of 1.73% p.a. The repayment of the loan is allocated over quarterly installments ending in 2041. Furthermore, EP Heringen entered into a second credit facility in May 2022 for an amount of $2.02 million with Commerzbank Aktiengesellschaft, Frankfurt am Main. The nominal fixed interest rate of this facility is 2.68%.

The Company re-assessed whether EP Heringen qualifies as a discontinued operation as defined by ASC 205-20 “Discontinued Operations” and determined that EP Heringen does not meet the corresponding criteria. As a result, the goodwill previously included in assets held for sale in the amount of $3,238,569 and deferred tax liabilities included in liabilities directly associated with assets held for sale in the amount of $1,227,844 were re-classified as of January 1, 2025. See Note 9 for further information.

For the six months ended June 30, 2025, pretax income in the amount of $353,353 from EP Heringen was included in the unaudited interim consolidated financial statements.

During the reporting period, no gain or loss relating to the disposal group held for sale has been recognized in the unaudited interim condensed consolidated statement of comprehensive income.

Consistent with prior practices, the Company reviewed all its vessels for impairment, and none were found to be impaired at December 31, 2024 and June 30, 2025.

F-22
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
7.
Property and Equipment, net



The following table shows the Company’s office furniture and equipment by major asset classes as of December 31, 2024 and June 30, 2025.


   
Period Ended
  
   
December 31,
2024
    
June 30,
2025
  
Installations
  
$
1,809,400
    
$
2,026,973
  
Office Furniture
    
116,613
      
118,477
  
Other fixtures and fittings, office equipment
    
68,178
      
79,073
  
Property and equipment, net
  
$
1,994,191
    
$
2,224,523
  

The line item “Installations” mainly comprise leasehold improvements at MPC Capital’s Hamburg office. For the six months ended June 30, 2025, total depreciation of $157,280 was recorded.

8.
Intangible Assets, net

The following table shows the Company’s intangible assets by major asset classes as of December 31, 2024 and June 30, 2025:

   
Period Ended
  
   
December 31,
2024
    
June 30,
2025
  
Brand
  
$
279,173
    
$
301,909
  
Customer relationship
    
10,304,898
      
11,359,164
  
Order backlog
    
8,409,416
      
8,677,684
  
Favorable contract
    
270,467
      
273,554
  
Licenses, software
    
41,791
      
59,389
  
Concessions
    
17,858
      
—
  
Intangible assets, net
  
$
19,323,603
    
$
20,671,700
  

The following table reflects the gross carrying amount and accumulated amortization as of June 30, 2025:

   
Gross carrying
amount
    
Accumulated
amortization
    
Net carrying
amount
  
Brand
  
$
315,035
    
$
(13,126
)
  
$
301,909
  
Customer relationship
    
11,610,730
      
(251,566
)
    
11,359,164
  
Order backlog
    
9,524,392
      
(846,708
)
    
8,677,684
  
Favorable contract
    
306,789
      
(33,235
)
    
273,554
  
Licenses, software
    
67,083
      
(7,694
)
    
59,389
  
Total intangible assets
  
$
21,824,029
    
$
(1,152,329
)
  
$
20,671,700
  

For the six months ended June 30, 2025, total amortization of $992,635 was recorded. The net exchange difference was $2,340,191. The estimated aggregate annual amortization expense for the five succeeding fiscal years is $1.99 million. The weighted-average amortization period in total is 15.5 years.

F-23
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
9.
Goodwill

Goodwill is calculated as the excess of the acquisition price of MPC Capital over the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce, knowledge base, continued innovation, and non-contractual relationships. Goodwill included in the MPC Capital segment constitutes a premium paid by the Company over the fair value of the net assets of MPC Capital, which is attributable to anticipated benefits from MPC Capital’s unique position as an asset management company. The goodwill is not tax deductible. Amortizable intangible assets comprise the brand with an estimated useful life of approximately 13 years, customer relationships with a weighted average useful life of approximately 25 years, order backlog with a weighted average useful life of approximately 6 years and a favorable contract with a weighted average useful life of approximately 5 years.

The changes in the carrying amount of goodwill for the six-month period ended June 30, 2025 are as follows.

Balance as of December 31, 2024 / January 1, 2025
  
$
17,932,243
  
Reclassification of goodwill included in assets held for sale
    
3,238,569
  
Net exchange differences during the period
    
2,642,999
  
Balance as of June 30, 2025
  
$
23,813,811
  

The Company re-assessed whether EP Heringen qualifies as a discontinued operation as defined by ASC 205-20 “Discontinued Operations” and determined that EP Heringen does not meet the corresponding criteria. As a result, the goodwill previously included in assets held for sale in the amount of $3,238,569 was re-classified as of January 1, 2025.

As of June 30, 2025, the valuation related to the acquisition of MPC Capital is not final. Therefore, the acquisition price allocation is preliminary and subject to revision. The primary areas of the acquisition price allocation that are not yet finalized are related to certain investments, property and equipment, intangible assets, liabilities and tax balances.

10.
Equity method investments

The Company holds investments in certain companies that are accounted for pursuant to the equity method. As of June 30, 2025, the Company held the following ownership interests in the outstanding common stock of entities which are significant from the Company’s perspective:

    Period Ended
 
    December 31, 2024
    June 30, 2025
 
Equity method investments
   Ownership interest
   
Carrying
amount
   
Ownership
interest
    
Carrying
amount
  
Wilhelmsen Ahrenkiel Ship Management GmbH & Co. KG
     50.0 %   $
17,808,231      
50.0
%
  
$
20,317,954
  
BB Amstel B.V.
     41.5 %     7,443,176      
41.5
%
    
8,343,695
  
MPC Caribbean Clean Energy Limited, Barbados
     22.2 %     5,032,570      
22.2
%
    
5,658,476
  
Barber Ship Management Germany GmbH & Co. KG
     50.0 %     3,922,745      
50.0
%
    
4,391,583
  
BestShip GmbH & Cie. KG
     -
       -
      
50.0
%
    
3,651,166
  
Other
     -
       16,297,000      
-
      
9,395,790
  
Total
     -
     $
50,503,722      
-
    
$
51,758,664
  

In February 2025, MPC Capital acquired a 50% stake in BestShip GmbH & Cie. KG, Hamburg (“BestShip”) for $2,595,745. BestShip is a performance management company that focuses on improving and optimizing energy efficiency of commercial vessels and performance management solutions.

F-24
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
10.
Equity method investments (continued):

As of June 30, 2025, the Company also held the following ownership interests in the outstanding common stock of entities and for which the fair value option was elected:

  Period Ended
 
  December 31, 2024
  June 30, 2025
 
Equity method investments measured at fair value
Ownership
interest
   Carrying
amount
 
Ownership
interest
  
Carrying
amount
  
MPC Container Ships ASA
     13.7 %     111,586,255
      
17.14
%
    
117,930,189
  
MPC Energy Solutions NV
     20.5 %     3,868,793
      
20.5
%
  
$
4,548,760
  
Total
             115,455,048
      
-
    
$
122,478,949
  


 
Equity method
investments
measured at
fair value
  
Balance December 31, 2024
  
$
115,455,048
  
Equity securities acquired
    
21,523,683
  
Unrealized loss on equity method investments revalued at fair value at end of the period
    
(24,814,649
)
Unrealized foreign exchange loss from equity method investments measured at fair value (1i)
    
(1,084,348
)
Unrealized foreign exchange gain from equity method investments measured at fair value – OCI portion- (1ii)
     11,399,215  
Balance June 30, 2025
  $ 122,478,949  

(1)
The amount presented includes foreign exchange differences arising from (i) translation into the functional currency to reflect the end-of-period exchange rates and any gains or losses are included in the unaudited interim condensed consolidated statements of comprehensive income and (ii) translation of the accounts of foreign subsidiaries with non-USD functional currencies and the resulting cumulative translation adjustments are recorded in Other Comprehensive Income (OCI) in the unaudited interim condensed consolidated statements of comprehensive income and accumulated in Accumulated Other Comprehensive Income (AOCI) within equity.
 
Castor’s subsidiary, MPCC CSI LTD., a company affiliated with MPC Capital, acquired during the six month period ended June 30, 2025, 3.44% shares in MPCC amounting $21,523,683, resulting in MPC Capital and its affiliated entities, collectively increasing their holding of total voting rights in MPCC from approximately 16.68% to 20.12%, or 89,260,056 shares.

As part of the pushdown accounting as discussed in the 2024 Annual Report, the fair value option was elected for MPC Container Ships ASA and MPC Energy Solutions N.V. For the six months ended June 30, 2025, a net loss in the amount of $25,077,549 is attributed to MPC Container Ships ASA and a net gain in the amount of $262,900 is associated with MPC Energy Solutions NV. Both amounts are recorded in net loss from equity method investments measured at fair value in the unaudited interim condensed consolidated statement of comprehensive income. Furthermore, as of June 30, 2025, the Company received dividends amounting to $10,610,587 from MPC Container Ships ASA. The entire net loss from equity method investments during the reporting period is attributable to the fair value changes (Level 1) of these two entities.

For those equity method investments that are considered significant for the interim financial statements from the Company’s perspective, summarized consolidated financial information is provided below.
 
F-25
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
10.
Equity method investments (continued):

MPC Container Ships ASA (in thousands)
  
June 30, 2025
  
Current assets
  
$
415,198
  
Non-current assets
    
1,035,675
  
Current liabilities
    
140,312
  
Non-current liabilities
    
431,343
  
Market value (June 30, 2025)
    
699,390
  
Revenue
    
264,958
  
Net income
    
137,844
  
Total comprehensive income
  
$
137,432
  

11.
Long-Term Debt:

The amount of long-term debt shown in the accompanying unaudited interim consolidated balance sheets of December 31, 2024 and June 30, 2025, is analyzed as follows:

 
        
  
Period Ended
  
Loan facilities
Borrowers
  
December 31,
2024
    
June 30,
2025
  
5.0 Million Euro Term Loan
MPC Maritime Holding GmbH
  

3,657,056
    

5,272,155
  
Total long-term debt
 
  
$
3,657,056
    
$
5,272,155
  
Less: Deferred financing costs
 
    
—
   
—
Total long-term debt, net of deferred finance costs
 
  
$
3,657,056
    
$
5,272,155
  
 
 
                
Presented:
 
                
Current portion of long-term debt
 
  
$
1,053,156
    
$
1,171,590
  
Less: Current portion of deferred finance costs
 
    
—
   
—
Current portion of long-term debt, net of deferred finance costs
 
  
$
1,053,156
    
$
1,171,590
  
                   
Non-Current portion of long-term debt
 
    
2,603,900
      
4,100,565
  
Less: Non-Current portion of deferred finance costs
 
    
—
   
—
Non-Current portion of long-term debt, net of deferred finance costs
 
  
$
2,603,900
    
$
4,100,565
  

F-26
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
11.
Long-Term Debt (continued):


5 Million Euro Term Loan

On November 20, 2024, MPC Maritime Holding GmbH entered into a term loan in the amount of up to 5.0 million Euro ($5.9 million) with Ostfriesische Volksbank eG. The term loan was drawn down in a tranche of 3,500,000 Euro ($4,100,565) on December 9, 2024 and in a tranche of 1,500,000 Euro (USD 1,757,385) in January 2025. This term loan has a term of five years from the first date of the first installment payment (March 31, 2025), bears interest at a margin of 2.1% - 1.8% over EURIBOR (for drawings in Euro) and over SOFR (for drawings in US Dollar). It is repayable in twenty equal quarterly installments of 250,000 Euro ($292,898) starting on March 31, 2025. The term loan is unsecured and is not subject to any covenants. As of June 30, 2025, the outstanding balance of the loan is $5,272,155.

On November 17, 2023, MPC Capital entered into a revolving credit facility in the amount of 5.0 million Euro (USD 5.9 million) with VR Bank in Holstein eG until further notice. It bears interest at a margin of 1.5% over EURIBOR and is unsecured and is not subject to any covenants. As of June 30, 2025, the facility is not drawn.

The annual principal payments for the Company’s outstanding debt arrangements as of June 30, 2025, required to be made after the balance sheet date, are as follows:

Twelve-month period ending June 30,
  
Amount
  
2025
  
$
1,171,590
  
2026
    
1,171,590
  
2027
    
1,171,590
  
2028
     1,171,590
  
2029
     585,795  
Total long-term debt
  
$
5,272,155
  


The weighted average interest rate on the Company’s long-term debt for the six months ended June 30, 2025, was 4.42%.



Total interest incurred on long-term debt for the six months ended June 30, 2024, and 2025, amounted to $7.7 million, and $0.3 million respectively, and is included in Interest and finance costs (Note 21) in the accompanying unaudited interim consolidated statements of comprehensive income.

12.
Investment in equity securities


(a)   Investment in equity securities with readily determinable fair values



A summary of the movement in listed equity securities for the six months ended June 30, 2025 is presented in the table below:


   
Equity securities
  
Balance December 31, 2024
  
$
69,119,010
  
Equity securities acquired
    
11,012,514
  
Proceeds from sale of equity securities
    (31,668,114 )
Net loss on sale of equity securities
    (2,029,190 )
Unrealized loss on equity securities revalued at fair value at end of the period
    
7,511,809
  
Balance June 30, 2025
  
$
53,946,029
  

In the six-month periods ended June 30, 2024, and 2025, the Company received dividends of $2,853,165, and $1,127,481, respectively, from its investments in listed equity securities.

(b)   Equity investments without readily determinable fair values


A summary of the movement in equity investments without readily determinable fair values for the six month period ended June 30, 2025 is presented in the table below:


   
Equity securities
  
Balance December 31, 2024
  
$
4,661,658
  
Equity investments transferred
    
3,478,240
  
Unrealized foreign exchange gain/loss
    
901,731
  
Balance June 30, 2025
  
$
9,041,629
  

In the six-month periods ended June 30, 2024, and 2025, the Company received dividends of $nil, and $1,069,235, respectively, from its equity investments without readily determinable fair values.

F-27
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
13.
Equity Capital Structure:

Under the Company’s Articles of Incorporation, as amended, the Company’s authorized capital stock consists of 2,000,000,000 shares, par value $0.001 per share, of which 1,950,000,000 shares are designated as common shares and 50,000,000 shares are designated as preferred shares.

Reverse Stock Split

On March 27, 2024, the Company effected a 1-for-10 reverse stock split of its common shares without any change in the number of authorized common shares. All share and per share amounts, as well as the number of warrant shares eligible for purchase under the Company’s effective warrant schemes, in the accompanying unaudited interim condensed consolidated financial statements have been retroactively adjusted to reflect the reverse stock split. As a result of the reverse stock split, the number of outstanding shares as of March 27, 2024, was decreased to 9,662,354 while the par value of the Company’s common shares remained unchanged to $0.001 per share.

Mezzanine equity:

5.00% SERIES D CUMULATIVE PERPETUAL CONVERTIBLE PREFERRED SHARES

On August 7, 2023, the Company agreed to issue 50,000 Series D Preferred Shares, having a stated value of $1,000 and par value of $0.001 per share, to Toro for aggregate consideration of $50.0 million in cash. On December 12, 2024, the Company agreed to issue an additional 50,000 Series D Preferred Shares for an aggregate consideration of $50.0 million in cash. Details of the Company’s Series D Preferred Shares are discussed in Note 14 to the Company’s consolidated financial statements for the year ended December 31, 2024, included in the 2024 Annual Report.

The Company uses an effective interest rate of 10.24% over the expected life of the Series D Preferred Shares being nine years, which is the expected earliest redemption date. This is consistent with the interest method, taking into account the discount between the issuance price and liquidation preference and the stated dividends, including “step-up” amounts. The amount accreted in the six months ended June 30, 2025, was $1,451,187, and is presented as ‘Deemed dividend on Series D Preferred Shares’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

As of June 30, 2025, the net value of Mezzanine Equity amounted to $79,159,445, including the amount of $1,451,187 of deemed dividend on the Series D Preferred Shares in the six months ended June 30, 2025, and is separately presented as ‘Mezzanine Equity’ in the accompanying unaudited condensed consolidated balance sheet. During the six months ended June 30, 2025, the Company paid to Toro a dividend amounting to $2,097,222 on the Series D Preferred Shares for the periods from October 15, 2024 to January 14, 2025 and from January 15, 2025 to April 14, 2025, and the accrued amount for the period from April 15, 2025 to June 30, 2025 (included in the dividend period ended July 14, 2025) amounted to $1,104,166.

Accumulated other comprehensive income

Accumulated Other Comprehensive Income (AOCI) consists of foreign currency translation amounts that relate to accumulated foreign currency gains / losses as a result of translation the financial statements into US Dollars as the presentation currency. In addition, the AOCI includes the effective portion of the gain or loss on the hedging instrument which will be reclassified into earnings when the hedged transaction affects earnings.

Non-controlling interests

Non-controlling interests (NCI) represent ownership stakes in subsidiaries that are less than 100% owned. Changes in NCI during the reporting period are due to allocation of the consolidated income statement and other comprehensive income between the parent company and the NCI.

During the six months ended, MPC Capital declared total dividends of $10,975,490. Of this amount, $8,127,292 (representing Castor’s share in MPC Capital) was paid to Castor and eliminated in consolidation. The remaining $2,848,198 was distributed to noncontrolling shareholders and is reflected as a reduction of noncontrolling interests in the unaudited condensed consolidated statements of shareholders’ equity and mezzanine equity.

F-28
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
14.
Financial Instruments and Fair Value Disclosures:

The principal financial assets of the Company consist of cash at banks, trade accounts receivable, accrued charter revenue, investments in equity securities, equity investments, equity method investments, an investment in related party, derivative assets and amounts due from related party/(ies). The principal financial liabilities of the Company consist of accounts payable, accrued liabilities, amounts due to related party/(ies), derivative liabilities and long-term debt.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

Cash and cash equivalents, accounts receivable trade, net, amounts due from/to related party/(ies), accrued charter revenue and accounts payable: The carrying values reported in the accompanying unaudited condensed consolidated balance sheets for those financial instruments are reasonable estimates of their fair values due to their short-term maturity nature. Cash and cash equivalents, are considered Level 1 items as they represent liquid assets with short term maturities.

Investment in equity securities: The carrying value reported in the accompanying unaudited condensed consolidated balance sheets for this financial instrument represents its fair value and is considered Level 1 item of the fair value hierarchy as it is determined though quoted prices in an active market.

Equity investments: The Company, though its majority owned subsidiary MPC Capital, holds minority interests in entities that invest in vessels and renewable energy assets. If a quoted market price in active market is not available, generally, net asset value (“NAV”) is applied if applicable as permitted under ASC 820. The NAV is determined based on third-party valuations of the underlying assets. These valuations typically employ income-based and market-based approaches, depending on the asset type. These investments are generally illiquid and the Company has no redemption rights. A sale of the investments is considered unlikely. While there is no active market for the Company’s ownership interests and NAV may not be immediately realizable through sale of the shares, it is expected that the proceeds from the eventual sale of the underlying assets held by the investee entities will approximate the NAV attributed to the Company’s ownership interest. Given the absence of changes in market conditions or other relevant factors, the fair value of the investment as of June 30, 2025, is considered to be equal to its carrying amount. No gains or losses were recognized during the period.

Long-term debt: The credit facility discussed in Note 11, has a recorded value which is a reasonable estimate of their fair value due to their variable interest rate and are thus considered Level 2 items in accordance with the fair value hierarchy as EURIBOR and SOFR rates are observable at commonly quoted intervals for the full terms of the loans. Due to a variable interest rate, the Company is exposed to interest rate movements.  However, expected future interest rates movement would not materially affect the Company’s unaudited interim consolidated financial statements.

Investment in related party: Investments in related party is initially measured at fair value which is deemed to be the cost and subsequently assessed for the existence of any observable market for the Series A Preferred Shares and any observable price changes for identical or similar investments and the existence of any indications for impairment. As per the Company’s assessment no such case was identified as at June 30, 2025.
 
F-29
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
14.
Financial Instruments and Fair Value Disclosures (continued):

Derivative contracts – recurring measurements
The company enters in forward and options agreement to hedge against foreign currency risks. As of June 30, 2025, foreign currency derivatives can be analyzed as follows:


  
Derivatives assets (current)
    
Derivatives liabilities (current)
  
   
Fair value
    
Nominal value
    
Fair value
    
Nominal value
  
Hedge accounting
   $
439,516
     $
6,445,061
     $
—
     $
—
  
Economic hedging
    
1,308,675
      
27,166,541
      
871,779
      
21,803,404
  
Total
   $
1,748,191
     $
33,611,602
     $
871,779
     $
21,803,404
  

All of the derivative assets and liabilities are measured at fair value classified in Level 2 within the fair value hierarchy. Economic hedging refers to the use of derivatives to mitigate risk without applying hedge accounting. The amount reported in accumulated other comprehensive income at the reporting date will be reclassified into earnings within the next 12 months.

Concentration of credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents and trade accounts receivable. The Company places its cash and cash equivalents, consisting mostly of deposits, with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of the financial institutions in which it places its deposits. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers’ financial condition.

15.
Leases


The Company has entered into non-cancellable operating leases for offices and vehicles. Lease cost recognized in the Company’s unaudited interim condensed consolidated statements of income is summarized as follows:


   
Six months ended
June 30, 2025
  
Operating lease costs in the period from January 1 to June 30
  
$
659,230
  
Total lease cost:
  
$
659,230
  



Other information about lease amounts recognized in the unaudited interim consolidated financial statements, as of June 30, 2025) is as follows:


Weighted-average remaining lease term – 5.64 years
Weighted-average discount rate – 2.12%

F-30
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
15.
Leases (continued):

The following table depicts the undiscounted cashflow on an annual basis of each of the next five years and the sum for all the years thereafter:


   
Period ended
June 30, 2025
  
1 year
  
$
1,379,780
  
1-2 years
    
1,329,709
  
2-3 years
    
1,304,793
  
3-4 years
    
1,303,551
  
4-5 years
    
1,303,551
  
5+ years
    
1,955,327
  
Total undiscounted cashflow
    
8,576,711
  
Interest
    
(575,542
)
Lease Liability as of June 30, 2025
  
$
8,001,169
  
Thereof current lease liability as of June 30, 2025
    
1,217,021
  
Thereof non-current lease liability as of June 30, 2025
    
6,784,148
 

16.
Commitments and Contingencies:

Various claims, lawsuits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying unaudited interim condensed consolidated financial statements.

The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying unaudited interim condensed consolidated financial statements. The Company is covered for liabilities associated with the vessels’ operations up to the customary limits as provided by Protection and Indemnity (P&I) Clubs, members of the International Group of P&I Clubs.

(a)   Commitments under long-term lease contracts

The following table sets forth the future minimum contracted lease payments to the Company (gross of charterers’ commissions), based on the Company’s vessels’ commitments to non-cancelable time charter contracts as of June 30, 2025. Non-cancelable time charter contracts include both fixed-rate time charters or charters linked to the Baltic Dry Index (“BDI”). For index linked contracts, contracted lease payments have been calculated using the BDI-linked rate as measured at the commencement date.

F-32
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
16.
Commitments and Contingencies (continued):

In addition, certain of the variable-rate contracts have the option at the Company’s option to convert to a fixed rate for a predetermined period, in such cases where lease payments have been converted to a fixed rate, the minimum contracted lease payments for this period are calculated using the agreed converted fixed rate. The calculation does not include any assumed off-hire days.

Twelve-month period ending June 30,
  
Amount
  
2026
   $
 11,644,597  
Total
  
$
11,644,597
  

For the Lease commitments refer to Note 15.

In addition, the Company has payment commitments of $2.6 million related to the disposal group held for sale for the use of land.


(b)   Contingencies


The Company recognized further provisions in the amount of approximately $3.8 million for various circumstances involving uncertainty if it was probable that an outflow of resources will be required to settle the obligations and the amount of the losses was reasonably estimable.

A provision of approximately $1.2 million and contingent liabilities of approximately $2.7 million were recognized for possible losses with respect to disputes including legal proceedings concerning potential prospectus errors for closed-end funds placed by MPC Capital in the past that could have causal effect on the individual investor’s decision. Contingencies are included in accrued liabilities in the accompanying unaudited interim consolidated balance sheets.

17.
Earnings Per Common Share:

Diluted earnings per common share, if applicable, reflects the potential dilution that could occur if potentially dilutive instruments were exercised, resulting in the issuance of additional shares that would then share in the Company’s net income. For the six months ended June 30, 2024 and 2025, the effect of the warrants outstanding during that period and as of that date, would be antidilutive, hence they were excluded from the computation of diluted earnings per share. For the purpose of calculating diluted earnings per common share, the weighted average number of diluted shares outstanding includes the conversion of outstanding Series D Preferred Shares (Note 13) calculated with the “if converted” method by using the average closing market price over the reporting period from January 1, 2024 to June 30, 2024 and from January 1, 2025 to June 30, 2025. If there is a loss, diluted EPS is computed in the same manner as basic EPS is computed. Thus, for the six months period ended June 30, 2025, the inclusion of the potential common shares from the conversion of outstanding Series D Preferred Shares (calculated with the “if converted” method) in diluted EPS would have an antidilutive effect, and therefore basic EPS and diluted EPS are the same.

F-32
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
The components of the calculation of basic and diluted earnings per common share are as follows:

   
Six months ended
June 30,
    
Six months ended
June 30,
  
   
2024
    
2025
  
Net income / (loss), net of taxes
   $
45,185,357
     $
(17,008,587
)
Less: Net loss attributable to non-controlling interest in subsidiaries
    
—
      
3,191,062
  
Net income / (loss) attributable to Castor Maritime Inc.
  
$
45,185,357
    
$
(13,817,525
)
Less: Dividend on Series D Preferred Shares
     (1,263,889 )     (2,513,889 )
Less: Deemed dividend on Series D Preferred Shares
    
(249,515
)
    
(1,451,187
)
Net income / (loss) available to common shareholders, basic
    
43,671,953
      
(17,782,601
)
Dividend on Series D Preferred Shares
    
1,263,889
      
2,513,889
  
Deemed dividend on Series D Preferred Shares
    
249,515
      
1,451,187
  
Net income / (loss) attributable to common shareholders, diluted
    
45,185,357
      
(13,817,525
)
                 
Weighted average number of common shares outstanding, basic
    
9,662,354
      
9,662,354
  
Effect of dilutive shares
    
11,735,052
      
—
  
Weighted average number of common shares outstanding, diluted
    
21,397,406
      
9,662,354
  
                 
Earnings / (loss) per common share, basic
  
$
4.52
    
$
(1.84
)
Earnings / (loss) per common share, diluted
  
$
2.11
    
$
(1.84
)


18.
Revenues

(a)   Vessel Revenues:

The following table includes the vessel revenues earned by the Company by type of contract (time charters and pool agreements) in each of the six months ended June 30, 2024, and 2025, as presented in the accompanying unaudited interim condensed consolidated statements of comprehensive income:

 
  
Six months ended
June 30,
    
Six months ended
June 30,
  
 
  
2024
    
2025
  
Time charter revenues
   $
36,669,776
     $
20,213,839
  
Pool revenues
    
—
      
1,268,428
  
Total Vessel revenues
  
$
36,669,776
    
$
21,482,267
  

The Company generates its revenues from time charters and pool arrangements.

F-33
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
From time to time, the Company’s dry bulk vessels are fixed on period charter contracts with the rate of daily hire linked to the average of the time charter routes comprising the respective indices for dry bulk vessels of the Baltic Exchange. Such contracts also carry an option for the Company to convert the index-linked rate to a fixed rate for a minimum period of three months and up to the maximum remaining duration of the charter contract, according to the average of the forward freight agreement curve of the respective Baltic index for the desired period, at the time of conversion. The index-linked contracts with conversion clause provide flexibility and allow the Company to either enjoy exposure in the spot market, when the rate is floating, or to secure foreseeable cash flow when the rate has been converted to fixed over a certain period.

The Company employs certain of its vessels in pools. The main objective of pools is to enter into arrangements for the employment and operation of the pool vessels, so as to secure for the pool participants the highest commercially available earnings per vessel on the basis of pooling the revenue and expenses of the pool vessels and dividing it between the pool participants based on the terms of the pool agreement. The Company typically enters into pool arrangements for a minimum period of six months, subject to certain rights of suspension and/or early termination.

(b)   Revenue from services

The following table represents a disaggregation of revenue from contracts with customers by type of service:

 
  
Six months ended
June 30, 2025
  
Ship Management
  
$
7,718,334
  
Management Services
    
4,044,698
  
Transaction Services
    
3,351,292
  
Other Revenue
    
1,689,221
  
Total
  
$
16,803,545
  

The following table represents a geographical disaggregation of revenue from services:

 
  
Six months ended
June 30, 2025
  
Germany
  
$
12,574,925
  
The Netherlands
    
1,056,963
  
China (Hong Kong)
    
2,046,150
  
Singapore
    
497,223
  
Panama
    
35,798
  
Colombia
    
592,486
  
Total revenue from services
  
$
16,803,545
  

F-34
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
19.
Vessel Operating Expenses and Voyage Expenses:

The amounts in the accompanying unaudited interim condensed consolidated statements of comprehensive income are analyzed as follows:

   
Six months ended
June 30,
    
Six months ended
June 30,
  
Vessel Operating Expenses
  
2024
    
2025
  
Crew & crew related costs
  

7,443,322
      
5,654,200
  
Repairs & maintenance, spares, stores, classification, chemicals & gases, paints, victualling
    
3,546,818
      
2,268,704
  
Lubricants
    
775,910
      
574,227
  
Insurances
    
1,198,818
      
901,070
  
Tonnage taxes
    
352,854
      
246,951
  
Other
    
1,339,929
      
599,572
  
Total Vessel operating expenses
  
$
14,657,651
    
$
10,244,724
  

   
Six months ended
June 30,
    
Six months ended
June 30,
  
Voyage expenses
  
2024
    
2025
  
Brokerage commissions
    
878,439
      
140,953
  
Brokerage commissions - related party
    
463,672
      
746,633
  
Port & other expenses
    
615,366
      
675,237
  
Bunkers consumption
    
177,317
      
185,973
  
(Gain) / loss on bunkers
    
(122,020
)
    
28,021
  
Total Voyage expenses
  
$
2,012,774
    
$
1,776,817
  

20.
General and Administrative Expenses:

General and administrative expenses are analyzed as follows:

   
Six months ended
June 30,
    
Six months ended
June 30,
  
   
2024
    
2025
  
Non-executive directors’ compensation
  
$
63,000
    
$
63,000
  
Director fees (subsidiaries)
     —       98,317  
Audit fees     130,653       959,129  
Professional fees and other expenses
     1,594,418       3,684,680  
Personnel expenses
     —       2,134,402  
Office and IT expenses (including rent)
     —       844,593  
Share based compensation
     —       115,044  
Administration fees-related party (Note 3(a))
     1,599,000       1,648,570  
Total
  
$
3,387,071
    
$
9,547,735
  
F-35
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
21.
Interest and Finance Costs:

The amounts in the accompanying unaudited interim consolidated statements of comprehensive income are analyzed as follows:

   
Six months ended
June 30,
    
Six months ended
June 30,
  
   
2024
    
2025
  
Interest on long-term debt
  
$
3,058,877
    
$
293,527
  
Interest on long-term debt – related party (Note 3 (e))
     —       1,771,836  
Amortization and write-off of deferred finance charges
    
451,227
      
108,215
  
Other finance charges (including $0, and $493,992 to related parties for the six months ended June 30, 2024, and 2025, respectively, Note 3(a))
    
494,590
      
1,020,543
  
Total
  
$
4,004,694
    
$
3,194,121
  


22.
Income Taxes:

Castor and certain of its subsidiaries are incorporated under the laws of the Republic of the Marshall Islands but are not subject to income taxes in the Republic of the Marshall Islands. Castor’s ship-owning subsidiaries are subject to registration and tonnage taxes, which have been included in Vessel operating expenses in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

Income Taxes relating to MPC Capital

During the reporting period, the income before taxes for the asset management segment of the Company is mostly generated in Germany. A summary of the provision for income taxes is as follows:

   
December 31, 2024
    
June 30, 2025
  
Corporate Income tax
  
$
3,951,121
    
$
3,016,826
  
Trade tax
    
2,475,095
      
2,458,875
  
Other
    
216,672
      
227,454
  
Total provision for income taxes
  
$
6,642,888
    
$
5,703,155
  

The income tax receivable on the face of the consolidated balance sheet is primarily due to refundable withholding taxes on profit distributions in the amount of $15,312,813.

F-36
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
The significant components of income tax expenses attributable to continuing operations is as follows:

   
Six months ended
June 30, 2025
  
Current tax expense (or benefit)
  
$
972,878
  
Deferred tax expense (or benefit)
    
(373,568
)
Total tax expense
  
$
599,310
  


The income tax expense (or benefit) from continuing operations is disaggregated as follows:

   
Six months ended
June 30, 2025
  
Federal (CIT)
  
$
(274,297
)
State and Local (TT)
    
633,122
  
Foreign
    
262,295
  
Other
    
(21,810
)
Total tax expense
  
$
599,310
  

More than 50% of the local income taxes relate to the Hansestadt Hamburg, a state within the Federal Republic of Germany.

Effective Income Tax Rate Reconciliation

A reconciliation of the German statutory income tax rate to the actual effective income tax rate is provided below:

   
Six months ended June 30, 2025
  
   
%
    
$
  
German statutory Corporate Income tax rate
    
15.83
    
$
(2,168,665
)
State and local income tax
    
(4.62
)
    
633,122
  
Nontaxable items
    
(17.80
)
    
2,438,640
  
Other
    
2.22
      
(303,787
)
Effective income tax rate
    
(4.37
)
  
$
599,310
  

State and local income tax results from Trade Tax levied by the Hansestadt Hamburg.

Tax nontaxable items are related to dividend payments and capital gains from corporate companies which are in principle not subject to taxation (avoidance of double taxation burdens at the corporate level in chains of companies).

F-37
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
Deferred Taxes

The significant components of the Company`s deferred tax account balances relate to temporary differences and are as follows:

   
December 31, 2024
    
June 30, 2025
  
Deferred tax assets
            
Receivables due from related parties
  
$
2,599,889
    
$
3,557,769
  
Intangible assets
    
1,779,153
      
2,701,730
  
Right of Use Assets
    
2,508,472
      
2,582,777
  
Provisions
    
1,481,197
      
1,880,124
  
Loss Carrying Forwards
     —      
1,252,293
  
Prepaid expenses and other assets
    
1,057,998
      
798,279
  
Other
    
478,864
      
1,014,991
  
Total deferred tax assets
    
9,905,573
      
13,787,963
  
Valuation allowances
    
(2,241,536
)
    
(4,381,795
)
Deferred tax assets, net of valuation allowances
    
7,664,037
      
9,406,168
  
Offsetting
    
(5,824,534
)
    
(5,902,744
)
Deferred tax assets, net of valuation allowances per balance sheet
  
$
1,839,503
    
$
3,503,424
  
                 
Deferred tax liabilities
                
Intangible assets
  
$
5,278,366
    
$
7,451,727
  
Equity instrument investments
    
5,757,950
      
7,080,392
  
Lease liabilities
    
2,508,472
      
2,582,778
  
Other
    
376,129
      
582,486
  
Total deferred tax liabilities
    
13,920,917
      
17,697,383
  
Offsetting
    
(5,824,534
)
    
(5,902,744
)
Deferred tax liabilities per balance sheet
  
$
8,096,383
    
$
11,794,639
  
                 
Net deferred tax liabilities
  
$
6,256,880
    
$
8,291,215
  

Uncertain Tax Positions

The benefits of uncertain tax positions are recorded in the Company´s consolidated financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge from the tax authorities.

The Company files income tax returns in Germany, the Netherlands, Norway, Panama and Colombia and is subject to examinations by tax authorities. The Company believes that its income tax reserves are adequately maintained. However, the final determination of the Company tax returns, if audited, is uncertain and therefore there is a possibility for a change of the Company`s estimate in the future. There were no unrecognized tax benefits as of June 30, 2025, and there were no changes in the reporting period. The Company accrues interest and penalties related to underpayment of income taxes within the provision for income taxes.

F-38
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
23.
Share-based compensation



The options were granted to management and key employees of MPC Capital in 2024 and are subject to market, performance and a service condition of four years. The remaining term of the options granted is derived from the contractual terms and the grant date of the options. The risk-free rate for periods within the contractual life of the option is based on zero-coupon bond risk-free rates generated using the Svensson model and yield curve data provided by the German Central Bank in effect at the time of grant. The grant-date fair value was $2.25 per option and was determined using the Black-Scholes model.


Long-term incentive program
      
Expected volatility
    
43.21
%
Expected dividend yield
    
6.6
%
Expected term (in years)
    
4.5
  
Risk-free rate
    
2.5
%

Options
  
Number
of options
(in thousands)
    
Weighted
average
exercise
price
(Euro)
    
Weighted
average
remaining
contractual
term
(Years)
    
Aggregate
intrinsic value
(USD, in thousands)
  
Outstanding at January 1, 2025
    
450
      
1
              
Granted
    
—
      
1
              
Exercised
    
—
      
1
              
Forfeited or expired
    
10
      
1
              
Outstanding at June 30, 2025
    
440
      
1
      
4.0
    
$
1,949
  
Exercisable at June 30, 2025
    
—
      
—
      
—
      
—
  



As of December 31, 2024, there was $798,000 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the employee share option agreements of MPC Capital. That cost is expected to be recognized over a weighted-average period of 3.0 years. For the six months period ended June 30, 2025, the Company recognized expenses in the amount of $115,044 in the unaudited interim consolidated statement of comprehensive income and also has affected noncontrolling interests in the Company’s unaudited condensed consolidated statement of shareholders’ equity. No options were exercised, and no cash was paid out during the reporting period.

24.
Segment Information:

Following the acquisition of the MPC Capital on December 16, 2024, the Company determined that it operated in three reportable segments: (i) the dry bulk segment (ii) the containership segment and (iii) the asset management segment. These reportable segments reflect the Company’s internal organization and the way its chief operating decision maker (“CODM”), who is the Chief Executive Officer of the Company, reviews and analyzes the operating results and allocates capital within the Company. The CODM assesses segment performance using key financial measures, including revenues, operating expenses, segment operating income and net income. These metrics help the CODM assess segment profitability, optimize fleet deployment, control costs and determine capital allocation. Based on these segment performance trends, the CODM makes resource allocation decisions such as adjusting asset acquisition strategies, adjusting chartering strategies, prioritizing fleet expansion or disposals, and optimizing cost efficiencies to enhance profitability and overall segment performance. Further, the transport of dry bulk cargoes and containerized cargoes has different characteristics and the nature of trade, trading routes, charterers and cargo handling of differ in important respects. MPC Capital provides asset management services and it does not have similar economic characteristics to the other two segments. The Company does not disclose geographic information relating to its dry bulk and container ship segments because when it charters a vessel to a charterer, the charterer is free, subject to certain exemptions, to trade the vessel worldwide and, as a result, the disclosure of geographic information is impracticable. For the asset management disclosure of geographic information refer to Note 18.

F-39
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
The table below presents information about the Company’s reportable segments as of and for the six months ended June 30, 2024, and 2025. The accounting policies followed in the preparation of the reportable segments are the same as those followed in the preparation of the Company’s unaudited interim condensed consolidated financial statements. Segment results are evaluated based on income from operations.

   
Six months ended June 30, 2024
    
Six months ended June 30, 2025
  
   
Dry bulk
segment
    
Containership
segment
    
Total
    
Dry bulk
segment
    
Containership
segment
    
Asset management
segment
    
Total
  
- Vessel revenues
  
$
30,244,797
    
$
6,424,979
    
$
36,669,776
     $
15,312,143
     $
6,170,124
     $
—     $
21,482,267
  
- Revenue from services
     —       —       —       —       —       16,803,545       16,803,545  
Total revenues
  
$
30,244,797
    
$
6,424,979
    
$
36,669,776
     $
15,312,143
     $
6,170,124
     $
16,803,545     $
38,285,812
  
Voyage expenses (including charges from related party)
    
(1,701,922
)
    
(310,852
)
    
(2,012,774
)
    
(1,341,234
)
    
(435,583
)
     —      
(1,776,817
)
Vessel operating expenses
    
(12,379,672
)
    
(2,277,979
)
    
(14,657,651
)
    
(8,387,369
)
    
(1,857,355
)
     —      
(10,244,724
)
Cost of revenue from services (exclusive of depreciation and amortization shown separately below)
     —       —       —       —       —       (10,504,581 )     (10,504,581 )
Management fees to related parties
    
(2,127,788
)
    
(358,904
)
    
(2,486,692
)
    
(1,953,033
)
    
(335,610
)
     —      
(2,288,643
)
Depreciation and amortization
    
(4,630,403
)
    
(2,757,452
)
    
(7,387,855
)
    
(4,778,984
)
    
(724,256
)
     (1,149,915 )    
(6,653,155
)
Provision for doubtful accounts
     —       —       —       —     —       (15,459)       (15,459 )
Net gain / (loss) on sale of vessels
    
19,307,595
      
—
      
19,307,595
      
(2,082,412
)
    
80,766
       —      
(2,001,646
)
Loss on vessels held for sale
     —       —       —       (5,554,777)       —     —       (5,554,777 )
Gain from a claim
     1,411,356       —       1,411,356       —       —       —       —  
Net gain on disposal of assets
     —       —       —       —       —       410,099       410,099  
Net gain from equity method investments
     —       —       —       —       —       441,493       441,493  
Net loss from equity method investments measured at fair value
     —       —       —       —       —       (25,430,461 )     (25,430,461 )
Segments operating income/(loss)
  
$
30,123,963
    
$
719,792
    
$
30,843,755
     $
(8,785,666
)
   $
2,898,086
  $
(19,445,279 )   $
(25,332,859
)
Interest and finance costs
                    
(3,580,372
)
                            
(431,125
)
Interest income
                    
1,950,245
                              
587,209
  
Foreign exchange losses
                    
(10,599
)
                            
(1,301,795
)
Less: Unallocated corporate general and administrative expenses
                    
(3,387,071
)
                            
(9,547,735
)
Less: Corporate Interest and finance costs
                    
(424,322
)
                            
(2,762,996
)
Less: Corporate Interest income
                    
1,376,609
                              
422,238
  
Less: Corporate exchange (losses)/ gains
                    
(75,059
)
                            
162,197
  
Corporate: Net gain from equity method investments measured at fair value
                                                     615,812  
Dividend income on equity securities
                    
2,853,165
                              
2,196,716
  
Dividend income from related party
                    
707,777
                              
703,889
  
Dividend income from equity method investments measured at fair value (related party)
                     —                               10,610,587  
Gains on equity securities
                    
15,025,838
                              
5,457,774
  
Other net
                     —                               2,213,634  
Net income / (loss), before taxes
                  
$
45,279,966
                             $
(16,406,454
)


F-40
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
A reconciliation of total segment assets to total assets presented in the accompanying unaudited interim consolidated balance sheets of December 31, 2024 and June 30, 2025, is as follows:

   
As of
December 31,
2024
    
As of
June 30,
2025
  
Dry bulk segment
  
$
194,561,173
    
$
159,207,459
  
Containership segment
    
54,030,862
      
17,739,238
  
Asset management segment
     308,393,047       313,840,644  
Cash and cash equivalents (1)
    
53,677,612
      
19,331,794
  
Prepaid expenses and other assets (1)
    
186,714,227
      
192,690,362
  
Total consolidated assets
  
$
797,376,921
    
$
702,809,497
  

(1)
Refers to assets of other, non-vessel owning, entities included in the unaudited interim consolidated financial statements.

25.
Subsequent Events:


 
(a)
Dividend on Series D Preferred Shares: On July 15, 2025, the Company paid to Toro a dividend (declared on June 27, 2025) amounting to $1,250,000 on the Series D Preferred Shares for the dividend period from April 15, 2025 to July 14, 2025.


 
(b)
Sale and Leaseback of the M/V Magic Thunder: On July 29, 2025, the Company successfully completed a sale and leaseback transaction for the M/V Magic Thunder, a 2011-built Kamsarmax bulk carrier vessel with a Japanese counterparty. The bareboat financing amounts to $14.6 million, has a duration of five years, and a purchase option for the Company, beginning at the end of the second year of the bareboat charter period.

 
(c)
Issuance of Series E Preferred Shares to Toro: On September 29, 2025, the Company agreed to issue 60,000 Series E Cumulative Perpetual Convertible Preferred Shares (the “Series E Preferred Shares”) having a stated amount of $1,000 each to Toro for a total consideration of $60.0 million in cash. The distribution rate of the Series E Preferred Shares is 8.75%, paid quarterly, and they are convertible into common shares of Castor from the first anniversary of the issue date at a conversion price equal to the 5-day value weighted average price immediately preceding the conversion, subject to a minimum conversion price of $0.30. The Company may at its option redeem the Series E Preferred Shares, in whole or in part, at any time, on or after October 30, 2025, for a cash consideration equal to 100% of the stated amount plus any accrued and unpaid distributions up until that date. This transaction and its terms were approved by the board of directors of Castor and Toro at the recommendation of their respective independent committees who negotiated the transaction.

F-41
EX-99.2 3 ef20050371_ex99-2.htm EXHIBIT 99.2
Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of the financial condition and results of operations of Castor Maritime Inc. (“Castor”) for the six-month periods ended June 30, 2025, and June 30, 2024. Unless otherwise specified herein or the context otherwise requires, references to the “Company”, “we”, “our” and “us” or similar terms shall include Castor and its wholly owned and majority owned subsidiaries. You should read the following discussion and analysis together with the unaudited interim condensed consolidated financial statements and related notes included elsewhere in this report. Amounts relating to percentage variations in period-on-period comparisons shown in this section are derived from those unaudited interim condensed consolidated financial statements. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. These forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control which could cause actual events or conditions to differ materially from those currently anticipated and expressed or implied by such forward-looking statements. For a more complete discussion of these risks and uncertainties, please read the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Item 3. Key Information – D. Risk Factors” in our Annual Report for the year ended December 31, 2024 (the “2024 Annual Report”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 14, 2025. For additional information relating to our management’s discussion and analysis of financial conditions and results of operations, please see our 2024 Annual Report. Unless otherwise defined herein, capitalized terms and expressions used herein have the same meanings ascribed to them in the 2024 Annual Report.

Business Overview and Fleet Information

We are a diversified global shipping and energy company that was incorporated in the Republic of the Marshall Islands in September 2017, with activities directly and indirectly in asset management, vessel ownership, technical and commercial ship management and energy infrastructure projects.

We currently operate a fleet consisting of eight dry bulk carriers that engage in the worldwide transportation of commodities such as iron ore, coal, soybeans etc., with an aggregate cargo carrying capacity of 0.6 million dwt and an average age of 12.2 years and one containership vessel with an aggregate cargo carrying capacity of 0.03 million dwt and an age of 17.2 years (together, our “Fleet”). The average age of our entire Fleet is 12.8 years as of October 1, 2025. Our management reviews and analyzes operating results for our business over three reportable segments, (i) the Dry Bulk Segment, (ii) the Containership Segment and (iii) the Asset Management Segment.

Our dry bulk and containership fleets are currently contracted to operate in a mix of pool and time charters. Our commercial strategy primarily focuses on deploying our Fleet under a mix of period time charters, trip time charters and pool arrangements according to our assessment of market conditions. Our aim is to periodically adjust the mix of these charters to take advantage of the relatively stable cash flows and high utilization rates associated with period time charters, or to take advantage of high utilization rates with exposure to attractive charter rates during periods of strong charter market conditions when employing our vessels in pools.

             Through our majority-owned subsidiary, MPC Münchmeyer Petersen Capital AG (“MPC Capital”), which we acquired on December 16, 2024, we receive management fees in return for managing assets in the shipping and energy infrastructure segments. The level of these management fees primarily reflects the volume of assets under management. In the shipping sector, these fees mainly relate to commercial ship management (commission income on charter revenues), technical ship management (flat rate management fees) and other services (flat rate management fees). Management fees for technical ship management and other services are provided by joint ventures in which MPC Capital is a 50% shareholder. Companies in which MPC Capital is a 50% shareholder are accounted for using the equity method. In the energy sector, management fees include asset management fees (flat rate management fees). In addition, we may receive one-off and, to some extent, performance-related transaction fees on the acquisition and sale of assets, which are primarily linked to the value of the assets acquired or sold. We generate other operating income or income from equity investments through co-investments.


With effect from July 1, 2022, our vessels are technically and commercially managed by Castor Ships S.A. (“Castor Ships”). As of June 30, 2025, Castor Ships exclusively provides the commercial and technical management of our entire fleet, while certain aspects of the management of a number of our vessels are subcontracted to related and unrelated third-party managers.

The following table summarizes key information about our Fleet as of the date of this report:

Fleet vessels:

Dry Bulk Carriers
Vessel Name
Vessel Type
  
DWT
    
Year
Built
  
Country of
Construction
  
Purchase Price
(in millions)
  
Delivery
Date
Magic P
Panamax
    
76,453
      
2004
  
Japan
  
$
7.35
  
02/21/2017
Magic Thunder
Kamsarmax
    
83,375
      
2011
  
Japan
  
$
16.85
  
04/13/2021
Magic Starlight
Kamsarmax
    
81,048
      
2015
  
China
  
$
23.50
  
05/23/2021
Magic Perseus
Kamsarmax
    
82,158
      
2013
  
Japan
  
$
21.00
  
08/09/2021
Magic Pluto
Panamax
    
74,940
      
2013
  
Japan
  
$
19.06
  
08/06/2021
Magic Mars
Panamax
    
76,822
      
2014
  
Korea
  
$
20.40
  
09/20/2021
Magic Celeste
Ultramax
    
63,310
      
2015
  
China
  
$
25.50
  
08/16/2024
Magic Ariel
Kamsarmax
    
81,845
      
2020
  
China
  
$
29.95
  
10/09/2024
                             
Containerships
Raphaela
1,850 TEU capacity Containership
    
26,811
      
2008
  
Turkey
  
$
16.49
  
10/03/2024

We intend to continuously explore the market in order to identify further potential acquisition targets which will help us modernize our Fleet and develop our business. Our acquisition strategy has so far focused on secondhand dry bulk vessels and, recently, containerships, though we may acquire vessels in other sizes, age and/or sectors which we believe offer attractive investment opportunities, subject to the parameters set out in certain resolutions passed by our board of directors in connection with the spin-off of our former tanker vessel business completed on March 7, 2023 (the “Spin-Off”). We may also opportunistically dispose of vessels and may engage in such acquisitions and disposals at any time and from time to time.

Recent Developments

Please refer to Note 25 to our unaudited interim condensed consolidated financial statements, included elsewhere herein, for developments that took place after June 30, 2025.

Operating results

Important Measures and Definitions for Analyzing Results of Operations

Our management uses the following metrics to evaluate our operating results, including the operating results of our segments, and to allocate capital accordingly:

2
Total vessel revenues. Total vessel revenues are currently generated from time charters and pool agreements with unaffiliated third parties, though vessels have and may be employed under voyage charters in the future. Vessels operating on fixed time charters for a certain period provide more predictable cash flow over that period. Total vessel revenues are affected by the number of vessels in our fleet, hire rates and the number of days a vessel operates which, in turn, are affected by several factors, including the amount of time that we spend positioning our vessels, the amount of time that our vessels spend in dry dock undergoing repairs, maintenance and upgrade work, the age, condition and specifications of our vessels, and levels of supply and demand in the seaborne transportation market. Total vessel revenues are also affected by our commercial strategy related to the employment mix of our fleet between vessels on time charters and vessels in pools.

For further discussion of vessel revenues, please refer to Note 18 to our unaudited interim condensed consolidated financial statements included elsewhere in this report.

Revenues from services. We generate revenues from services through the following streams: (i) transaction services, (ii) management services for companies and assets, and (iii) ship management services. For a breakdown of revenue from services for the six months ended June 30, 2025, please refer to Note 18(b) to our unaudited interim condensed consolidated financial statements included elsewhere in this report. The Company provides transaction-related services in connection with the acquisition, sale or development of assets such as vessels or renewable energy assets. These services are typically success-based and remunerated through transaction fees that are contingent upon the successful closing of the underlying transaction. Additionally, the Company provides asset management services, including commercial and technical ship management services. Commercial ship management services include activities such as chartering, voyage coordination, and related support services, while technical ship management services include vessel maintenance, repairs, and regulatory compliance services.

Voyage expenses. Our voyage expenses primarily consist of brokerage commissions paid in connection with the chartering of our vessels. Under a time charter, the charterer pays substantially all the vessel voyage related expenses. However, we may incur voyage related expenses from time to time, such as for bunkers, when positioning or repositioning vessels before or after the period of a time charter, during periods of commercial waiting time or while off-hire during dry docking or due to other unforeseen circumstances. Gain/loss on bunkers may also arise where the cost of the bunker fuel sold to the new charterer is greater or less than the cost of the bunker fuel acquired. Under pooling arrangements, voyage expenses are borne by the pool operator.

Operating expenses. We are responsible for vessel operating costs, which include crewing, expenses for repairs and maintenance, the cost of insurance, tonnage taxes, the cost of spares and consumable stores, lubricating oils costs, communication expenses, and other expenses. Expenses for repairs and maintenance tend to fluctuate from period to period because most repairs and maintenance typically occur during periodic dry-docking. Our ability to control our vessels’ operating expenses also affects our financial results.

Cost of revenue from services. Cost of revenue from services comprises expenses for services purchased from third party providers and employee expenses which are directly attributable to the operating business activities.

Management fees. Management fees include fees paid to related parties providing certain ship management services to our fleet pursuant to the ship management agreements.

Off-hire. The period a vessel in our fleet is unable to perform the services for which it is required under a charter for reasons such as scheduled repairs, vessel upgrades, dry-dockings or special or intermediate surveys or other unforeseen events.

3
Dry-docking/Special Surveys. We periodically dry-dock and/or perform special surveys on our vessels for inspection, repairs and maintenance and any modifications required to comply with industry certification or governmental requirements. Our ability to control our dry-docking and special survey expenses and our ability to complete our scheduled dry-dockings and/or special surveys on time also affects our financial results. Dry-docking and special survey costs are accounted under the deferral method whereby the actual costs incurred are deferred and are amortized on a straight-line basis over the period through the date the next survey is scheduled to become due.

Ownership Days. Ownership Days are the total number of calendar days in a period during which we owned a vessel. Ownership Days are an indicator of the size of our fleet over a period and determine both the level of revenues and expenses recorded during that specific period.

Available Days. Available Days are the Ownership Days in a period less the aggregate number of days our vessels are off-hire due to scheduled repairs, dry-dockings or special or intermediate surveys. The shipping industry uses Available Days to measure the aggregate number of days in a period during which vessels are available to generate revenues. Our calculation of Available Days may not be comparable to that reported by other companies.

Operating Days. Operating Days are the Available Days in a period after subtracting unscheduled off-hire days and idle days.

Fleet Utilization. Fleet Utilization is calculated by dividing the Operating Days during a period by the number of Available Days during that period. Fleet Utilization is used to measure a company’s ability to efficiently find suitable employment for its vessels.

Daily Time Charter Equivalent Rate (“Daily TCE Rate”). See Appendix A for a description of the Daily TCE Rate.

Principal factors impacting our business, results of operations and financial condition

Our results of operations are affected by numerous factors. The principal factors that have impacted the business during the fiscal periods presented in the following discussion and analysis and that are likely to continue to impact our business are the following:


 -
The levels of demand and supply of seaborne cargoes and vessel tonnage in the shipping segments in which we operate;


-
The cyclical nature of the shipping industry in general and its impact on charter rates and vessel values;


-
The successful implementation of the Company’s business strategy, including our ability to obtain equity and debt financing at acceptable and attractive terms to fund future capital expenditures and/or to implement our business strategy;


-
The global economic growth outlook and trends, such as price inflation and/or volatility;


-
Economic, regulatory, political and governmental conditions that affect shipping and the dry bulk and container segments, including international conflict or war (or threatened war), such as between Russia and Ukraine and in the Middle East, and acts of piracy or maritime aggression, such as recent maritime incidents involving vessels in and around the Red Sea, sanctions, “trade wars” (including the imposition of tariffs);


-
The employment and operation of our fleet including the utilization rates of our vessels;


-
Our ability to successfully employ our vessels at economically attractive rates and our strategic decisions regarding the employment mix of our fleet as our charters expire or are otherwise terminated;

4

 -
Management of the financial, operating, general and administrative elements involved in the conduct of our business and ownership of our fleet, including the effective and efficient technical management of our fleet by our head and sub-managers, and their suppliers;


-
The number of customers who use our services and the performance of their obligations under their agreements, including their ability to make timely payments to us;


-
Our ability to maintain solid working relationships with our existing customers and our ability to increase the number of our charterers through the development of new working relationships;


-
The reputation and safety record of our manager and/or sub-managers for the management of our vessels;


-
Dry-docking and special survey costs and duration, both expected and unexpected;


-
The level of any distribution on all classes of our shares;


-
Our borrowing levels and the finance costs related to our outstanding debt as well as our compliance with our debt covenants (if any);


-
Management of our financial resources, including banking relationships and of the relationships with our various stakeholders;


-
Major outbreaks of diseases and governmental responses thereto;

 
-
The acquisition of our majority-owned subsidiary MPC Capital, whose results affected our consolidated statement of comprehensive income for the six months period ended June 30, 2025;


-
As we routinely make minority investments, their performance may adversely affect our results due to the realization of losses upon disposition of these investments or the recognition of significant unrealized losses during their holding period, impacting both profitability and our ability to reinvest. The performance of our minority equity investments in companies is subject to a broad range of risks, including economic and market risks, operational performance risk, governance risks, legal and regulatory risks and tax risks. This is particularly relevant for our co-investments in listed companies, whose share price is subject to market risk and price volatility;


-
Increased competition for capital and investment opportunities may compress margins, break client relationships and impact scalability;


-
Underperformance relative to benchmarks or competitors can affect our reputation and track record, impacting investor confidence and hindering future fundraising; and


-
The performance of the listed equity securities in which the Company currently has investments, which is subject to market risk and price volatility, and may adversely affect our results due to the realization of losses upon disposition of these investments or the recognition of significant unrealized losses during their holding period.

5
Employment and operation of our Fleet

Another factor that impacts our profitability is the employment and operation of our Fleet. The profitable employment of our Fleet is highly dependent on the levels of demand and supply in the shipping industries in which we operate, our commercial strategy including the decisions regarding the employment mix of our Fleet, as well as our managers’ ability to leverage our relationships with existing or potential customers. The effective operation of our Fleet mainly requires regular maintenance and repair, effective crew selection and training, ongoing supply of our Fleet with the spares and the stores that it requires, contingency response planning, auditing of our vessels’ onboard safety procedures, arrangements for our vessels’ insurance, chartering of the vessels, training of onboard and on-shore personnel with respect to the vessels’ security and security response plans (ISPS), obtaining of ISM certifications, compliance with environmental regulations and standards, and performing the necessary audit for the vessels within the six months of taking over a vessel and the ongoing performance monitoring of the vessels.

Financial, general and administrative management

The management of financial, general and administrative elements involved in the conduct of our business and ownership of our vessels requires us to manage our financial resources, which includes managing banking relationships, administrating our bank accounts, managing our accounting system, records and financial reporting, monitoring and ensuring compliance with the legal and regulatory requirements affecting our business and assets and managing our relationships with our service providers and customers.

See also “Item 3. Key Information—D. Risk Factors” in our 2024 Annual Report. Because many of the foregoing factors are beyond our control and certain of these factors have historically been volatile, past performance is not necessarily indicative of future performance and it is difficult to predict future performance with any degree of certainty.

6
Consolidated Results of Operations

Six months ended June 30, 2025, as compared to the six months ended June 30, 2024

(In U.S. Dollars, except for
number of share data)
  
Six months ended
June 30, 2024
    
Six months ended
June 30, 2025
    
Change-amount
    
Change %
  
Total vessel revenues
  
$
36,669,776
    
$
21,482,267
    
$
(15,187,509
)
    
41.4
%
Revenue from services
    
—
      
16,803,545
      
16,803,545
      
100
%
Expenses:
                                
Voyage expenses (including commissions to related party)
    
(2,012,774
)
    
(1,776,817
)
    
235,957
      
11.7
%
Vessel operating expenses
    
(14,657,651
)
    
(10,244,724
)
    
4,412,927
      
30.1
%
Cost of revenue (exclusive of depreciation and amortization shown separately below)
    
—
      
(10,504,581
)
    
(10,504,581
)
    
100
%
Management fees to related parties
    
(2,486,692
)
    
(2,288,643
)
    
198,049
      
8.0
%
Depreciation and amortization
    
(7,387,855
)
    
(6,653,155
)
    
734,700
      
9.9
%
General and administrative expenses (including costs from related party)
    
(3,387,071
)
    
(9,547,735
)
    
(6,160,664
)
    
181.9
%
Provision for doubtful accounts
    
—
      
(15,459
)
    
(15,459
)
    
100
%
Loss on vessels held for sale
    
—
      
(5,554,777
)
    
(5,554,777
)
    
100
%
Net gain/(loss) on sale of vessels
    
19,307,595
      
(2,001,646
)
    
(21,309,241
)
    
110.4
%
Gain from a claim
    
1,411,356
      
—
      
1,411,356
      
100
%
Net gain on disposal of assets
    
—
      
410,099
      
410,099
      
100
%
Net gain from equity method investments
    
—
      
441,493
      
441,493
      
100
%
Net loss from equity method investments at fair value
    
—
      
(24,814,649
)
    
(24,814,649
)
    
100
%
Operating income/(loss)
  
$
27,456,684
    
$
(34,264,782
)
  
$
(61,721,466
)
    
224.8
%
Interest and finance costs, net (including costs from related party)
    
(677,840
)
    
(2,184,674
)
    
(1,506,834
)
    
222.3
%
Dividend income from equity method investments measured at fair value (related party)
    
—
      
10,610,587
      
10,610,587
      
100
%
Other (expenses) / income (1)
    
18,501,122
      
9,432,415
      
(9,068,707
)
    
49.0
%
Income taxes
    
(94,609
)
    
(602,133
)
    
(507,524
)
    
536.4
%
Net income/(loss) and comprehensive income
  
$
45,185,357
    
$
(17,008,587
)
  
$
(62,193,944
)
    
137.6
%

(1)
Includes aggregated amounts for foreign exchange losses, unrealized gains / (losses) from equity securities and other income, as applicable in each period.

7
Total vessel revenues – Total vessel revenues decreased to $21.5 million in the six months ended June 30, 2025 from $36.7 million in the same period of 2024. The decrease was driven by (a) the decrease in our Available Days from 2,517 days in the six months ended June 30, 2024, to 1,893 days in the six months ended June 30, 2025, following the sale of the (i) M/V Ariana A on January 22, 2025, (ii) M/V Magic Eclipse on March 24, 2025, (iii) M/V Magic Callisto on April 28, 2025, (iv) M/V Gabriela A on May 7, 2025, (v) M/V Magic Moon on January 16, 2024, (vi) M/V Magic Orion on March 22, 2024, (vii) M/V Magic Nova on March 11, 2024, (viii) M/V Magic Nebula on April 18, 2024, (ix) M/V Magic Venus on May 10, 2024, (x) M/V Magic Vela on May 23, 2024, and (xi) M/V Magic Horizon on May 28, 2024, as partially offset by the acquisition of M/V Magic Celeste on August 16, 2024 and M/V Magic Ariel on October 9, 2024 and (b) the decrease in prevailing charter rates of our dry bulk vessels. During the six months ended June 30, 2025, our Fleet earned on average a Daily TCE Rate of $10,410, compared to an average Daily TCE Rate of $13,769 earned during the same period in 2024.  Daily TCE Rate is not a recognized measure under U.S. GAAP. Please refer to Appendix A for the definition and reconciliation of this measure to Total vessel revenues, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

Revenue from services for the six months ended June 30, 2025, amounted to $16.8 million and relates to revenue earned from our subsidiary acquired in late 2024, MPC Capital. Revenue from services is generated through the following streams: (i) transaction services, (ii) management services for companies and assets, and (iii) ship management services.

Voyage expenses – Voyage expenses decreased by $0.2 million, to $1.8 million in the six months ended June 30, 2025, from $2.0 million in the corresponding period of 2024. This decrease is primarily associated with the decrease of brokerage commissions due to the decrease in our Available Days and prevailing charter rates of our dry bulk vessels, as partially offset by an increase in the brokerage commission to a related party and an increase in the overall bunker consumption of the Fleet.

Vessel operating expenses – The decrease in operating expenses by $4.5 million to $10.2 million in the six months ended June 30, 2025, from $14.7 million in the same period of 2024 mainly reflects the decrease in the Ownership Days of our Fleet to 1,977 days in the six months ended June 30, 2025, from 2,517 days in the same period in 2024.

Cost of revenue from services – Cost of revenue from services for the six months ended June 30, 2025, amounted to $10.5 million and relates to expenses for purchased services from third party providers and employee expenses from MPC Capital.

Management fees – Management fees in the six months ended June 30, 2025, amounted to $2.3 million, whereas, in the same period of 2024, management fees totaled $2.5 million. This decrease in management fees is due to the net decrease in the total number of Ownership Days following the sales and acquisitions of the vessels mentioned above. This decrease was partially offset by the adjustment of management fees under the terms of the Amended and Restated Master Management Agreement effected on July 1, 2024, from $986 per vessel per day to $1,017 per vessel per day. For further details on our management arrangements, see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions— Management, Commercial and Administrative Services” in our 2024 Annual Report.

Depreciation and amortization – Depreciation and amortization expenses are comprised of vessels’ depreciation, the amortization of vessels’ capitalized dry-dock costs, property and equipment depreciation and intangible assets amortization. Depreciation expenses decreased to $5.0 million in the six months ended June 30, 2025, from $6.6 million in the same period of 2024. The decrease by $1.6 million reflects mainly the net decrease in the Ownership Days of our Fleet following the sales and acquisitions of vessels discussed above, as well as the effect of classifying those vessels as “held for sale” on the date of the agreements for sale (during 2024), as depreciation was not recorded during the period in which these vessels were classified as held for sale. Dry-dock and special survey amortization charges amounted to $0.5 million for the six months ended June 30, 2025, compared to a charge of $0.8 million in the respective period of 2024. This variation in dry-dock amortization charges primarily resulted from the decrease in aggregate amortization days, mainly as a result of the sale of vessels mentioned above as partially offset by the amortization related to the vessels M/V Magic P, M/V Magic Starlight and M/V Magic Ariel, which initiated and completed their scheduled dry-dock during the six months ended June 30, 2025. Depreciation and amortization expenses for our asset management segment amounted to $1.1 million for the six-month period ended June 30, 2025, comprising property and equipment depreciation and intangible assets amortization.

General and administrative expenses – General and administrative expenses in the six months ended June 30, 2025, amounted to $9.5 million, whereas, in the same period of 2024, general and administrative expenses totaled $3.4 million. This increase mainly reflects the increase in professional fees and other expenses by $2.1 million, increase in audit fees by $0.8 million personnel expenses by $2.1 million and office and IT expenses (including rent) by $0.8 million following the acquisition of MPC Capital.

8
Loss on vessel held for sale – Loss on vessels held for sale in the six months ended June 30, 2025, amounted to $5.6 million, representing the expected loss during the next twelve-month period (as assessed at the MOA date) from the sale of the dry bulk vessel M/V Magic Callisto (delivered to its new owners on April 28, 2025). No such loss was recorded for the six month period ended June 30, 2024.

Net gain/(loss) on sale of vessels –  Loss on sale of vessels in the six months ended June 30, 2025, amounted to $2.0 million following the sales of the: (i) M/V Magic Eclipse, which we concluded on March 24, 2025, pursuant to an agreement dated March 6, 2025, for cash consideration of $13.5 million that resulted in net proceeds to the Company of $13.1 million and a net loss on the sale of $1.9 million; (ii) M/V Gabriela A, which we concluded on May 7, 2025, pursuant to an agreement dated December 4, 2024, for cash consideration of $19.3 million that resulted in net proceeds to the Company of $18.6 million and a net gain on the sale of $0.2 million; (iii) M/V Ariana A, which we concluded on January 22 7, 2025, pursuant to an agreement dated November 13, 2024, for cash consideration of $16.5 million that resulted in net proceeds to the Company of $16.1 million and a net loss on the sale of $0.1 million; and (iv) M/V Magic Callisto, which we concluded on April 28, 2025, pursuant to an agreement dated March 11, 2025, for cash consideration of $14.5 million that resulted in net proceeds to the Company of $14.1 million and a net loss on the sale of $0.1 million. Gain on sale of vessels in the six months ended June 30, 2024, amounted to $19.3 million after the following sales of vessels: (i) the sale of the M/V Magic Moon, which we concluded on January 16, 2024, pursuant to an agreement dated November 10, 2023, for cash consideration of $11.8 million that resulted in net proceeds to the Company of $11.2 million and a net gain on the sale of $2.4 million; (ii) the sale of the M/V Magic Nova, which we concluded on March 11, 2024, pursuant to an agreement dated January 19, 2024 for cash consideration of $16.1 million and resulted in net proceeds to the Company of $15.9 million and a net gain on the sale of $4.1 million; (iii) the sale of the M/V Magic Orion, which we concluded on March 22, 2024, pursuant to an agreement dated December 7, 2023 for cash consideration of $17.4 million that resulted in net proceeds to the Company of $16.8 million and a net gain on the sale of $1.4 million; (iv) the sale of the M/V Magic Nebula, which we concluded on April 18, 2024, pursuant to an agreement dated February 15, 2024 for cash consideration of $16.2 million that resulted in net proceeds to the Company of $15.6 million and a net gain on the sale of $1.8 million; (v) the sale of the M/V Magic Venus, which we concluded on May 10, 2024, pursuant to an agreement dated December 21, 2023 for cash consideration of $17.5 million that resulted in net proceeds to the Company of $17.2 million and a net gain on the sale of $3.2 million; (vi) the sale of the M/V Magic Vela, which we concluded on May 23, 2024,pursuant to an agreement dated May 1, 2024 for cash consideration of $16.4 million that resulted in net proceeds to the Company of $15.7 million and a net gain on the sale of $2.0 million; and (vii) the sale of the M/V Magic Horizon, which we concluded on May 28, 2024, pursuant to an agreement dated January 19, 2024 for cash consideration of $15.8 million that resulted in net proceeds to the Company of $15.5 million and a net gain on the sale of $4.4 million.

Gain from a claim – On May 28, 2024, the Company collected the amount of $1,411,356 (including the deposit amount of $1,395,000 and gross interest earned on the deposit) in connection with a claim related to the M/V Magic Moon. Following the provisions of ASC 450-30-25-1, the Company recorded this gain in its financial statements for the six-month period ended June 30, 2024. Please also refer to the 2024 Annual Report.

Net gain on disposal of assets – Net gain on disposal of assets in the six months ended June 30, 2025, amounted to $0.4 million following the sale of an asset management contract.

Net gain from equity method investments – Income/(loss) from equity method investments for the six months ended June 30, 2025, amounted to $0.4 million representing our share in jointly owned companies or equity method investments (all of which relate to the asset management segment).

Net loss from equity method investments at fair value – Net loss from equity method investments measured at fair value in the six months ended June 30, 2025 amounted to $24.8 million, resulting from the revaluation of such investments. These represent our share in MPC Container Ships ASA (“MPCC”) and MPC Energy Solutions N.V for which we have elected the fair value option.

Interest and finance costs, net – During the six months ended June 30, 2025, we incurred net interest costs and finance costs amounting to $2.2 million compared to $0.7 million during the same period in 2024. The increase is mainly associated with the decrease in interest income we earned from our time and cash deposits due to decreased average cash balances during the six months ended June 30, 2025.

9
Dividend income from equity method investments measured at fair value (related party) – Dividend income from equity method investments measured at fair value in the six months ended June 30, 2025 amounted to $10.6 million and includes the dividend income from MPCC.

Other income – Other income in the six months ended June 30, 2025 amounted to $20.0 million and mainly includes (i) a gain of $5.5 million from our investments in listed equity securities, (ii) dividend income on equity securities of $2.2 million, (iii) dividend income of $0.7 million from our investment in 140,000 1.00% Series A Fixed Rate Cumulative Perpetual Convertible Preferred Shares of Toro (the “Toro Series A Preferred Shares”), (iv) foreign exchange losses amounting to $1.1 million,  and (v) other net amounting to $2.2 million due to recoveries of prior year allowances and reversals of provisions.

Other income in the six months ended June 30, 2024 amounted to $18.5 million and mainly included (i) a gain of $15.0 million from our investments in listed equity securities, (ii) dividend income on equity securities of $2.9 million and (iii) dividend income of $0.7 million from our investment in the “Toro Series A Preferred Shares”.

Segment Results of Operations

Six months ended June 30, 2025, as compared to the six months ended June 30, 2024 — Dry Bulk Segment

(in U.S. Dollars)
  
Six months ended
June 30, 2024
    
Six months ended
June 30, 2025
    
Change-amount
    
Change %
  
Total vessel revenues
  
$
30,244,797
    
$
15,312,143
    
$
(14,932,654
)
    
49.4
%
Expenses:
                                
Voyage expenses (including commissions to related party)
    
(1,701,922
)
    
(1,341,234
)
    
360,688
      
21.2
%
Vessel operating expenses
    
(12,379,672
)
    
(8,387,369
)
    
3,992,303
      
32.2
%
Management fees to related parties
    
(2,127,788
)
    
(1,953,033
)
    
174,755
      
8.2
%
Depreciation and amortization
    
(4,630,403
)
    
(4,778,984
)
    
(148,581
)
    
3.2
%
Loss on vessels held for sale
    
—
      
(5,554,777
)
    
(5,554,777
)
    
100
%
Net gain/(loss) on sale of vessels
    
19,307,595
      
(2,082,412
)
    
(21,390,007
)
    
110.8
%
Gain from a claim
    
1,411,356
      
—
      
1,411,356
      
100.0
%
Segment operating income/(loss)(1)
  
$
30,123,963
    
$
(8,785,666
)
  
$
(38,909,629
)
    
129.2
%

(1)
Does not include corporate general and administrative expenses. See the discussion under “Consolidated Results of Operations” above.

10
Total vessel revenues – Total vessel revenues for our dry bulk fleet decreased to $15.3 million in the six months ended June 30, 2025 from $30.2 million in the same period of 2024. The decrease was driven (a) by the decrease in our Available Days from 2,153 days in the six months ended June 30, 2024, to 1,564 days in the six months ended June 30, 2025, following the sale of the (i) M/V Magic Eclipse on March 24, 2025, (ii) M/V Magic Callisto on April 28, 2025, (iii) M/V Magic Moon on January 16, 2024, (iv) M/V Magic Orion on March 22, 2024, (v) M/V Magic Nova on March 11, 2024, (vi) M/V Magic Nebula on April 18, 2024, (vii) M/V Magic Venus on May 10, 2024, (viii) M/V Magic Vela on May 23, 2024, and (ix) M/V Magic Horizon on May 28, 2024, as partially offset by the acquisition of M/V Magic Celeste on August 16, 2024 and M/V Magic Ariel on October 9, 2024 and (b) the decrease in prevailing charter rates of our dry bulk vessels. During the six months ended June 30, 2025, our dry bulk fleet earned on average a Daily TCE Rate of $8,933 compared to an average Daily TCE Rate of $13,257 earned during the same period in 2024. Daily TCE Rate is not a recognized measure under U.S. GAAP. Please refer to Appendix A for the definition and reconciliation of this measure to Total vessel revenues, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

Voyage expenses – Voyage expenses decreased to $1.3 million in the six months ended June 30, 2025, from $1.7 million in the corresponding period of 2024. This decrease in voyage expenses is mainly associated with the decrease in Available Days.

Vessel operating expenses – The decrease in operating expenses for our dry bulk fleet by $4.0 million, to $8.4 million in the six months ended June 30, 2025, from $12.4 million in the same period of 2024, mainly reflects the net decrease in Ownership Days due to the sales and acquisitions of the vessels mentioned above.

Management fees – Management fees in the six months ended June 30, 2025, amounted to $2.0 million, whereas, in the same period of 2024, management fees totaled $2.1 million. This decrease in management fees is due to the net decrease in the total number of Ownership Days following the sales and acquisitions of the dry bulk vessels mentioned above. This decrease was partially offset by the adjustments of management fees under the terms of the Amended and Restated Master Management Agreement effected on July 1, 2024.

Depreciation and amortization – Depreciation expenses for our dry bulk fleet in the six months ended June 30, 2025 and 2024 amounted to $4.3 million and $4.1 million, respectively. The increase reflects (i) the net decrease in the Ownership Days of our dry bulk segment days to 1,648 days in the six months ended June 30, 2025, from 2,153 days in the same period in 2024, due to the sale and acquisition of vessels described above and (ii) the effect of classifying those vessels as “held for sale” on the date of the agreements for sale (during 2024), as depreciation was not recorded during the period in which these vessels were classified as held for sale. Dry-dock and special survey amortization charges amounted to $0.5 million in both the six-month periods ended June 30, 2025 and 2024. The decrease in aggregate amortization days, mainly as a result of the sale of vessels mentioned above, was partially offset by the amortization related to the vessels M/V Magic P, M/V Magic Starlight and M/V Magic Ariel, which initiated and completed their scheduled dry-dock during the six months ended June 30, 2025.

Loss on vessel held for sale – Refer to discussion under “Consolidated Results of Operations.”

Net gain / (loss) on sale of vessels –  Refer to discussion under “Consolidated Results of Operations” above for details on the sale of the M/V Magic Eclipse, M/V Magic Callisto, M/V Magic Moon, M/V Magic Nova, M/V Magic Orion, M/V Magic Nebula, M/V Magic Venus, M/V Magic Vela and M/V Magic Horizon.

Gain from a claim – Refer to discussion under “Consolidated Results of Operations- Gain from a claim.”

11
Six months ended June 30, 2025, as compared to six months ended June 30, 2024 — Containership Segment

   
Six months ended
June 30, 2024
    
Six months ended
June 30, 2025
    
Change-amount
    
Change %
  
Total vessel revenues
  
$
6,424,979
    
$
6,170,124
    
$
(254,855
)
    
4.0
%
Expenses:
                                
Voyage expenses (including commissions to related party)
    
(310,852
)
    
(435,583
)
    
(124,731
)
    
40.1
%
Vessel operating expenses
    
(2,277,979
)
    
(1,857,355
)
    
420,624
      
18.5
%
Management fees to related parties
    
(358,904
)
    
(335,610
)
    
23,294
      
6.5
%
Depreciation and amortization
    
(2,757,452
)
    
(724,256
)
    
2,033,196
      
73.7
%
Net gain / (loss) on sale of vessels
    
—
      
80,766
      
80,766
      
100
%
Segment operating income
  
$
719,792
    
$
2,898,086
    
$
2,178,294
      
302.6%
%

Total vessel revenues – Total vessel revenues for the six months ended June 30, 2025 decreased to $6.2 million from $6.4 million in the same period of 2024. This variation was mainly driven by the decrease in our Available Days from 364 days in the six months ended June 30, 2024, to 329 days in the six months ended June 30, 2025, following the sale of two container vessels during the first and second quarters of 2025. The above decrease was partially offset by the increase of the Daily TCE Rate earned by our container vessels during the comparative periods. During the six months ended June 30, 2025, our containerships earned an average Daily TCE Rate of $17,430 compared to an average Daily TCE Rate of $16,797 earned in the same period of 2024. Daily TCE Rate is not a recognized measure under U.S. GAAP. Please refer to Appendix A for the definition and reconciliation of this measure to Total vessel revenues, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. During the period in which we owned them, both of our containerships were engaged in period time charters.

Voyage expenses – Voyage expenses for our containership segment increased to $0.4 million in the six months ended June 30, 2025, from $0.3 million in the same period of 2024, mainly reflecting the increase in bunker expenses during the six months ended June 30, 2025 compared to the same period in 2024.

Vessel operating expenses – Operating expenses for our containership segment decreased to $1.9 million in the six months ended June 30, 2025, from $2.3 million in the same period of 2024, mainly reflecting the decrease of the Ownership Days of our containership vessels.

Management fees – Management fees for our containership segment amounted to $0.3 million, whereas in the same period of 2024, management fees totaled $0.4 million. This decrease in management fees is due to the decrease in the total number of Ownership Days, partly offset by the adjustment of management fees under the terms of the Amended and Restated Master Management Agreement effective July 1, 2024.

12
Depreciation and amortization – Depreciation expenses for our containership segment amounted to $0.7 million in the six-month periods ended June 30, 2025 compared to $2.6 million in the respective period of 2024. The decrease is attributable to (i) the decrease in Ownership Days following the sale of the two containership vessels and (ii) the effect of classifying those vessels as “held for sale” on the date of the agreements for sale (during 2024), as depreciation was not recorded during the period in which these vessels were classified as held for sale. Dry-dock amortization charges were nil during the six-month period ended June 30, 2025, compared to $0.2 million in the respective period of 2024, due to the sale of M/V Ariana A, which had been classified as held for sale as of December 31, 2024 and  amortization was not recorded up to its sale on January 22, 2025.

Net gain / (loss) on sale of vessel – Refer to discussion under “Consolidated Results of Operations” above for details on the sale of the M/V Gabriela A and M/V Ariana A.

Six months ended June 30, 2025, as compared to six months ended June 30, 2024 —Asset Management Segment

   
Six months ended
June 30, 2024
    
Six months ended
June 30, 2025
  
Revenue from services
  
$
—
    
$
16,803,545
  
Expenses:
                
Cost of revenue from services
    
—
      
(10,504,581
)
Depreciation and amortization
    
—
      
(1,149,915
)
Provision for doubtful accounts
    
—
      
(15,459
 )
Net gain on dispositions of assets
    
—
      
410,099
  
Net gain from equity method investments
    
—
      
441,493
  
Net loss from equity method investments measured at fair value
    
—
      
(25,430,461
)
Segment operating loss
  
$
—
    
$
(19,445,279
)

Revenue from services – Revenue from services for the six months ended June 30, 2025, amounted to $16.8 million and relates to revenue earned from our subsidiary, MPC Capital. Revenue from services is generated through the following streams: (i) transaction services, (ii) management services for companies and assets, and (iii) ship management services.

Cost of revenue from services – Cost of revenue from services for the six months ended June 30, 2025, amounted to $10.5 million and relates to expenses for purchased services from third party providers and employee expenses from MPC Capital.

Depreciation and amortization – Depreciation and amortization expenses for the six months ended June 30, 2025, amounted to $1.1 million comprising property and equipment depreciation and intangible assets amortization.

Net gain on disposal of assets – Net gain on disposal of assets in the six months ended June 30, 2025, amounted to $0.4 million following the sale of an asset management contract.

13
Net gain from equity method investments – Income/(loss) from equity method investments for the six months ended June 30, 2025, amounted to $0.4 million representing our share in jointly owned companies or equity method investments (all of which relate to the asset management segment).

Net loss from equity method investments at fair value – Net loss from equity method investments measured at fair value in the six months ended June 30, 2025 amounted to $25.4 million, resulting from the revaluation of such investments. These represent MPC Capital’s share in MPC Container Ships ASA and MPC Energy Solutions N.V for which we have elected the fair value option.

Liquidity and Capital Resources

We operate in a capital-intensive industry, and we expect to finance the purchase of additional vessels and other capital expenditures and entering into new co-investments through a combination of proceeds from equity offerings, borrowings in debt transactions and cash generated from operations. Our liquidity requirements relate to servicing the principal and interest on our debt, funding capital expenditures and working capital (which includes maintaining the quality of our vessels and complying with international shipping standards and environmental laws and regulations). In accordance with our business strategy, other liquidity needs may relate to funding potential investments in additional vessels or businesses and maintaining cash reserves to hedge against fluctuations in operating cash flows. Our funding and treasury activities are intended to maximize investment returns while maintaining appropriate liquidity.

As of June 30, 2025 and December 31, 2024, we had cash and cash equivalents of $44.8 million and $87.9 million, respectively. No restricted cash was held during either period. Cash and cash equivalents are primarily held in U.S. dollars.

As of June 30, 2025, we had $5.3 million of gross indebtedness outstanding under our debt agreements. The term loan is unsecured and is not subject to any covenants.

Working capital is equal to current assets minus current liabilities. As of June 30, 2025, we had a working capital surplus of $125.3 million as compared to a working capital surplus of $189.5 million as of December 31, 2024.

We believe that our current sources of funds and those that we anticipate to internally generate for a period of at least the next twelve months from June 30, 2025 will be sufficient to fund the operations of our Fleet, meet our working capital and capital expenditures requirements and service the principal and interest on our existing debt for that period.

Our medium- and long-term liquidity requirements relate to the funding of cash dividends on our Series D Preferred Shares, as well as cash dividends to noncontrolling interests from our majority-owned subsidiaries, when declared, and expenditures relating to the operation and maintenance of our vessels and entering into new co-investments. Sources of funding for our medium- and long-term liquidity requirements are expected to be funded through a combination of existing cash and cash equivalents, cash flows from operations or new debt financing, if required, and proceeds from equity offerings to the extent available and permitted.

From time to time, we make capital expenditures in connection with vessel acquisitions and vessels upgrades and improvements (either for the purpose of meeting regulatory or legal requirements or for the purpose of complying with requirements imposed by classification societies), which we finance and expect to continue to finance with cash from operations, debt financing and equity issuances. We may also pursue future investments, including strategic acquisitions, or participate in co-investment arrangements with third parties, which we expect to finance through a combination of internally generated funds, borrowings under existing or new credit facilities, and potential equity or debt issuances. As of December 31, 2024 and June 30, 2025, we did not have any commitments for capital expenditures related to vessel acquisitions.

14
Our Borrowing Activities

Please refer to Notes 3 and 11 to our unaudited interim condensed consolidated financial statements, included elsewhere herein, for information regarding our borrowing activities as of June 30, 2025.

Cash Flows

The following table summarizes our net cash flows provided by/(used in) operating, investing, and financing activities and our cash, cash equivalents and restricted cash for the six-month periods ended June 30, 2024, and 2025:

   
Six months ended
June 30,
  
(in U.S. Dollars)
  
2024
    
2025
  
Net cash provided by/(used in) operating activities from operations
  
$
23,848,121
    
$
(3,976,286
)
Net cash provided by investing activities from operations
    
137,235,681
      
62,598,078
  
Net cash used in financing activities from operations
    
(45,691,738
)
    
(104,536,063
)
Cash, cash equivalents and restricted cash at beginning of period
    
120,901,147
      
88,616,996
  
Cash, cash equivalents and restricted cash at end of period
  
$
236,293,211
    
$
45,909,658
  

Operating Activities:

For the six months ended June 30, 2025, net cash used in operating activities amounted to $4.0 million, consisting of net loss of $17.0 million, non-cash adjustments related to depreciation and amortization of $6.7 million, loss on vessels held for sale discussed above of $5.6 million, net loss on sale of vessels of $2.0 million, amortization and write off of deferred finance charges of $0.1 million, amortization of fair value of acquired charters of $0.1 million, straight line amortization of hire of $0.1 million, unrealized gain of $7.5 million from revaluing our investments in listed equity securities at period end market rates, a realized loss on sale of equity securities of $2.0 million, unrealized loss from equity method investments measured at fair value of $24.8 million, unrealized foreign exchange losses from equity method investments of $1.1 million, payments related to dry-docking costs of $2.4 million and a net increase of $14.3 million in working capital, which is mainly the result of decreases in (i) trade receivables by $1.2 million, (ii) inventories by $0.8 million, (iii) prepaid expenses and other assets by $0.3 million, (iv) income tax receivable / payable by $4.6 million, (v) derivative assets / liabilities by $1.1 million and (vi) accrued liabilities by $8.6 million, and set off by increases in (vii) due from/to related parties by $0.6 million and (viii) deferred revenue by $0.2 million. Moreover, the Company received in cash $5.8 million of dividends from its equity method investments that are measured at fair value.

For the six months ended June 30, 2024, net cash provided by operating activities amounted to $23.8 million, consisting of net income of $45.2 million, non-cash adjustments related to depreciation and amortization of $7.4 million, aggregate gain on sale of the vessels discussed above of $19.3 million, amortization and write off of deferred finance charges of $0.5 million, amortization of fair value of acquired charters of $0.3 million, straight line amortization of hire of $0.2 million, unrealized gain of $11.2 million from revaluing our investments in listed equity securities at period end market rates, a gain of $1.4 million from a claim, a realized gain on sale of equity securities of $3.6 million and a net decrease of $6.3 million in working capital, which is mainly the result of decreases in (i) trade receivables by $1.9 million, (ii) inventories by $0.6 million, (iii) due from/to related parties by $5.6 million, (iv) prepaid expenses and other assets by $1.1 million, (v) accounts payable by $1.3 million and (vi) deferred revenue by $1.0 million.

15
Investing Activities:

For the six months ended June 30, 2025, net cash provided by investing activities amounted to $62.6 million mainly reflecting the net cash inflow of $61.9 million of net proceeds from the sale of the vessels discussed above, net inflows of $20.7 million associated with the purchase and sale of equity securities, net outflows of $20.0 million associated with the sale and purchase of equity method investments. Please also refer to Notes 6, 10, 12 to our unaudited interim condensed consolidated financial statements included elsewhere in this report for a more detailed discussion.

For the six months ended June 30, 2024, net cash provided by investing activities amounted to $137.2 million mainly reflecting the net cash inflow of $107.9 million of net proceeds from the sale of the vessels discussed above, net inflows of $28.0 million associated with the purchase and sale of equity securities and inflows of $1.4 million of proceeds from a claim associated with an unsuccessful sale of M/V Magic Moon.

Financing Activities:

For the six months ended June 30, 2025, net cash used in financing activities amounted to $104.5 million, mainly relating to (i) $101.1 million consisting of period scheduled principal repayments under our existing secured credit facilities, early prepayments due to sale of vessels and voluntary prepayments, (ii) $1.6 million proceeds from long-term debt, (ii) $2.1 million of dividends paid relating to Series D Preferred Shares and (iii) $2.8 million for cash dividends paid to non-controlling interest. Please also refer to Notes 3, 11 and 13 to our unaudited interim consolidated financial statements included elsewhere in this report for a more detailed discussion.

For the six months ended June 30, 2024, net cash used in financing activities amounted to $45.7 million, mainly relating to (i) $43.4 million of period scheduled principal repayments under our existing secured credit facilities and early prepayments due to sale of vessels, (ii) $1.2 million of dividends paid relating to Series D Preferred Shares and (iii) $1.1 million for the repurchase of warrants.

Critical Accounting Estimates

We prepare our financial statements in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. For more details on our Critical Accounting Estimates, please read “Item 5. Operating and Financial Review and Prospects—E. Critical Accounting Estimates” in our 2024 Annual Report. For a description of our significant accounting policies, please read Note 2 to our unaudited interim condensed consolidated financial statements, included elsewhere in this report, “Item 18. Financial Statements” in our 2024 Annual Report and more precisely “Note 2. Significant Accounting Policies and Recent Accounting Pronouncements” of our consolidated financial statements included in our 2024 Annual Report.

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APPENDIX A

Non-GAAP Financial Information

Daily TCE Rate. The Daily Time Charter Equivalent Rate (“Daily TCE Rate”) is a measure of the average daily revenue performance of a vessel. The Daily TCE Rate is not a measure of financial performance under U.S. GAAP (i.e., it is a non-GAAP measure) and should not be considered as an alternative to any measure of financial performance presented in accordance with U.S. GAAP. We calculate Daily TCE Rate by dividing total revenues (time charter and/or voyage charter revenues, and/or pool revenues, net of charterers’ commissions), less voyage expenses, by the number of Available Days during that period. Under a time charter, the charterer pays substantially all the vessel voyage related expenses. However, we may incur voyage related expenses when positioning or repositioning vessels before or after the period of a time or other charter, during periods of commercial waiting time or while off-hire during dry docking. Under voyage charters, the majority of voyage expenses are generally borne by us whereas for vessels in a pool, such expenses are borne by the pool operator. The Daily TCE Rate is a standard shipping industry performance measure used primarily to compare period-to-period changes in a company’s performance and, management believes that the Daily TCE Rate provides meaningful information to our investors since it compares daily net earnings generated by our vessels irrespective of the mix of charter types (i.e., time charter, voyage charter or other) under which our vessels are employed between the periods while it further assists our management in making decisions regarding the deployment and use of our vessels and in evaluating our financial performance. Our calculation of the Daily TCE Rates may be different from and may not be comparable to that reported by other companies. The following table reconciles the calculation of the Daily TCE Rate for our Fleet to Total vessel revenues for the periods presented (amounts in U.S. dollars, except for Available Days):

Reconciliation of Daily TCE Rate to Total vessel revenues — Consolidated

   
Six-months ended
June 30,
    
Six-months ended
June 30,
  
   
2024
    
2025
  
Total vessel revenues
  
$
36,669,776
    
$
21,482,267
  
Voyage expenses -including commissions to related party
    
(2,012,774
)
    
(1,776,817
)
TCE revenues
  
$
34,657,002
    
$
19,705,450
  
Available Days
    
2,517
      
1,893
  
Daily TCE Rate
  
$
13,769
    
$
10,410
  

Reconciliation of Daily TCE Rate to Total vessel revenues — Dry Bulk Segment
Six-months ended
June 30,
    
Six-months ended
June 30,
  
 
2024
    
2025
  
Total vessel revenues
 
$
30,244,797
    
$
15,312,143
  
Voyage expenses - including commissions to related party
    
(1,701,922
)
    
(1,341,234
)
TCE revenues
 
$
28,542,875
    
$
13,970,909
  
Available Days
    
2,153
      
1,564
  
Daily TCE Rate
$
13,257
    
$
8,933
  

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Reconciliation of Daily TCE Rate to Total vessel revenues — Containership Segment

   
Six-months ended
June 30,
    
Six-months ended
June 30,
  
   
2024
    
2025
  
Total vessel revenues
  
$
6,424,979
    
$
6,170,124
  
Voyage expenses - including commissions to related party
    
(310,852
)
    
(435,583
)
TCE revenues
  
$
6,114,127
    
$
5,734,541
  
Available Days
    
364
      
329
  
Daily TCE Rate
  
$
16,797
    
$
17,430
  


18