October 22, 2024

Aristides Pittas
Chief Executive Officer
Euroholdings Ltd.
4, Messogiou & Evropis Street
Maroussi, 15124
Greece

        Re: Euroholdings Ltd.
            Draft Registration Statement on Form 20-F
            Submitted September 24, 2024
            CIK No. 0002032779
Dear Aristides Pittas:

        We have reviewed your draft registration statement and have the
following comments.

       Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

      After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form 20-F
Forward Looking Statements, page 5

1.       We note your reference to the safe harbor protections for
forward-looking statements
        as set forth in the Private Securities Litigation Reform Act of 1995
and your
        disclosure that you desire to take advantage of these safe harbor
provisions. Please
        note that this safe harbor is not available for issuers that are not
currently subject to
        the reporting requirements of Sections 13(a) or 15(d) of the Securities
Exchange Act.
        Please remove these references and revise your disclosure accordingly.
 October 22, 2024
Page 2
Item 3. Key Information
B. Capitalization and Indebtedness, page 9

2.     We note that you provide your capitalization and indebtedness as of
December 31,
       2023. Please revise your disclosure to provide a statement of
capitalization and
       indebtedness as of a date no earlier than 60 days prior to the date of
the
       document. Refer to Item 3.B of Form 20-F.
Pro Forma/Earnings per Common Share, page 9

3.     Please revise your calculation to present pro forma earnings per common
share for the
       year ended December 31, 2023 as opposed to December 31, 2022.
D. Risk Factors
Certain of our shareholders will hold shares of Euroholdings in amounts to give
them a
significant percentage of the total outstanding, page 28

4.     We note your disclosure on page 95 that entities affiliated with the
Pittas family hold
       57.4% of your voting power. Please revise to disclose whether the Pittas
family and its
       affiliates will have voting control over the company. Please also
address whether you
       will be a    controlled company    as defined under the relevant Nasdaq
listing rules and,
       if so, whether you intend to rely on "controlled company" exemptions. To
the extent
       you will be considered a "controlled company," please include risk
factor disclosure
       that discusses the effect, risks and uncertainties of being designated a
controlled
       company, including but not limited to, the result that you may elect not
to comply
       with certain corporate governance requirements.
We are an    emerging growth company    and we cannot be certain that the
reduced disclosure
and other requirements, page 42

5.     Please expand your disclosure to identify those exemptions and scaled
disclosures
       which overlap with the ones available to you as both a foreign private
issuer and an
       emerging growth company and to clarify the extent to which you will
continue to
       enjoy any exemptions and scaled disclosures as a result of your status
as a foreign
       private issuer once you no longer qualify as an emerging growth company.
Future sales of our common stock could cause the market price of our common
stock to
decline, page 49

6.     We note your disclosure at page 99 that you have entered into a
registration
       rights agreement with Friends Investment Company Inc., Containers
Shareholders
       Trinity Ltd., Eurobulk Marine Holdings Inc. and Family United Navigation
Co.,
       pursuant to which you will grant [them] the right, under certain
circumstances and
       subject to certain restrictions, to require you to register under the
Securities Act shares
       of your common stock held by them. Please expand this risk factor to
quantify the
       number of shares subject to such registration rights and address related
risks.
Item 4. Information on the Company
Our Customers, page 54

7.     We note that your top two customers accounted for approximately 86% of
your
       revenues in 2023. Please revise to provide a more detailed description
of your
 October 22, 2024
Page 3

       relationships with these customers and whether such relationships
involves long term
       agreements or arrangements. Please describe the material terms of any
such
       agreements or arrangements. To the extent you are substantially
dependent on any
       agreement with these customers, file the agreement as an exhibit. If you
believe you
       are not substantially dependent on any such agreement, please explain
why. Refer to
       Instruction 4(b)(ii) of the Instructions to Exhibits of Form 20-F.
Item 5. Operating and Financial Review and Prospects
A. Operating Results
Results of Operations of Euroholdings Ltd. Predecessor
Year ended December 31, 2023 compared to the year ended December 31, 2022, page
78

8.     You disclose time charter revenue declined during the year ended
December 31, 2023,
       primarily related to your vessel    M/V Aegean Express   , which while
it was
       drydocked and being repaired during January 2023, had its three-year
charter at a
       gross rate of $41,000 per day which had commenced on March 31, 2022,
repudiated
       by the charterer with the vessel being able to secure replacement
charters at a gross
       rate of $13,000 per day until August 2023, $9,000 per day until November
2023 and
       $7,000 per day thereafter as market rates had decreased in 2023. Please
expand your
       disclosure to provide the underlying reasons or events that led to or
caused the rate
       repudiation by the charterer.
Other operating income, page 79

9.     On page 39 you state that you occasionally carry loss of hire insurance
when your
       vessels are trading in areas where a history of piracy has been
reported. We also note
       that you recorded $2.27 million of income related to loss of hire
insurance for one of
       your vessels, M/V    Aegean Express    during the year ended December
31,
       2023. Please expand your disclosure to further explain the nature of the
gain recorded
       during the year ended December 31, 2023, providing details sufficient to
understand
       the underlying reasons for the insurance recovery, quantification of any
cash proceeds
       received and where the proceeds are reflected in your financial
statements.
Item 6. Directors, Senior Management and Employees, page 87

10.    Please disclose the nature of any family relationships between any of
your directors
       and executive officers. See Item 6.A.4 of Form 20-F.
Item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders, page 95

11.    Please update your beneficial ownership table as of the most recent
practicable date.
       Refer to Item 7.A of Form 20-F.
12.    Please revise your disclosure to identify the natural person(s) who have
voting or
       investment control with respect to the shares held by Containers
Shareholders Trinity
       Ltd., Friends Investment Company Inc., Eurobulk Marine Holdings Inc.,
and Family
       United Navigation Co. Refer to Item 7.A.3 of Form 20-F.
 October 22, 2024
Page 4
B. Related Party Transactions, page 98

13.    Please revise your disclosure to describe the material terms of the
Contribution and
       Conveyance Agreement, which you indicate in your exhibit index will be
be filed by
       amendment.
Item 10. Additional Information
A. Share Capital
Preferred Stock, page 102

14.    Please revise to provide more detailed disclosure relating to rights,
preferences, and
       restrictions attached to the Series A Participating Preferred Stock. See
Item 10.B of
       Form 20-F.
General

15.    We note the disclosure in your filing that your fleet consists
exclusively of three elder
       vessels and that following the spin-off, the Parent will focus on
modern, newly built
       vessels. We further note that you have entered into an agreement with
the Parent
       pursuant to which the Parent will have a right of first refusal for any
acquisition
       opportunities of containership vessels and that you will have a right of
first offer with
       respect to any vessel sales by the Parent of vessels older than fifteen
years of age.
       Please further describe the reasons for the spin-off transaction.

        Please contact Myra Moosariparambil at 202-551-3796 or Craig Arakawa at
202-551-
3650 if you have questions regarding comments on the financial statements and
related
matters. Please contact Claudia Rios at 202-551-8770 or Irene
Barberena-Meissner at 202-
551-6548 with any other questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Energy &
Transportation
cc:   Anthony Tu-Sekine, Esq.