TEXT-EXTRACT 2 filename2.txt November 26, 2024 Gregory Zikos Chief Executive Officer Costamare Bulkers Holdings Limited 7 rue du Gabian, MC 98000 Monaco Re: Costamare Bulkers Holdings Limited Amended Draft Registration Statement on Form 20-FR12B Filed November 13, 2024 CIK No. 0002033535 Dear Gregory Zikos: We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our September 30, 2024 letter. Form DRS 20-FR/A1 filed November 13, 2024 Restructuring Transactions, page 42 1. Please expand your disclosure to quantify the cash consideration that will be paid to Costamare Inc. in connection with the CBI Share Purchase. November 26, 2024 Page 2 Operating and Financial Review and Prospects Results of Operations General and Administrative Expenses, page 96 2. Please expand your disclosure to discuss reasons for the change in general and administrative expenses from $3.6 million in 2022 to $9.7 million to 2023. Non GAAP Financial Measures, page 98 3. We note your response to prior comment 3 and also your presentation of the non- GAAP measure Voyage Revenue Adjusted on a Cash Basis. If the accrued charter revenue represents charter revenue earned for the relevant period, please clarify why it was not included in revenue recognized for the period under U.S. GAAP. If the accrued charter revenue adjustment represents revenue not yet earned under U.S. GAAP, please explain how your non-GAAP measure complies with the Non-GAAP Financial Measures Compliance and Disclosure Interpretations (C&DI) Answer to Question 100.04. 4. We note that accrued charter revenue is also an adjustment to derive your non GAAP measure Adjusted EBITDA, based on your reconciliation from U.S. GAAP Net Income to non GAAP measure Adjusted EBITDA on page 99. If accrued charter revenue represents amount that has not been earned and recognized under U.S. GAAP, please similarly explain how such adjustment complies with C&DI Answer to Question 100.04. Financial Statements, page F-1 5. Revise the filing to include the audited financial statements for the recently formed holding company Costamare Bulkers Holdings Limited which was formed on September 29, 2023. Refer to the guidance in Regulation S-X Rule 3-01(a) and Rule 15-01(e), applicable by Form 20-F General Instruction B.(d) and Item 18.(b). 6. Please update your financial statements to comply with Form 20-F Item 8.A.5. Note 1 - Basis of Presentation and General Information, page F-8 7. We note your response to prior comment 7. Please expand your disclosure to clarify that you operate the business in a single operating and reportable segment and also include a brief explanation supporting your single reportable segment. General 8. Please confirm that Costamare Inc. will deliver an information statement that describes the spin-off and your company, and substantially complies with Regulation 14A or Regulation 14C under the Exchange Act. Refer to Staff Legal Bulletin No. 4. November 26, 2024 Page 3 Please contact Lily Dang at 202-551-3867 or Robert Babula at 202-551-3339 if you have questions regarding comments on the financial statements and related matters. Please contact Timothy S. Levenberg at 202-551-3707 or Karina Dorin at 202-551-3763 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: D. Scott Bennett, Esq., of Cravath, Swaine & Moore LLP