Filed pursuant to Rule 424(b)(7)
Registration No. 333-268175
PROSPECTUS
2,978,724 Shares of Common Stock (or 2,978,724 Warrants in Lieu of Such Common Stock) Issuable Upon
Conversion of the Convertible Notes, as well as any Shares of Common Stock Underlying the Warrants
On
October 5, 2022, SEACOR Marine Holdings Inc. (we, us or our) and certain funds affiliated with The Carlyle Group Inc. (the Carlyle Investors) entered into two agreements pursuant to which we
issued to the Carlyle Investors: (i) $90.0 million in aggregate principal amount of the Companys 8.0% / 9.5% Senior PIK Toggle Notes due 2026 and (ii) $35.0 million in aggregate principal amount of the Companys 4.25%
Convertible Senior Notes due 2026 (the Convertible Notes) in exchange for $125.0 million in aggregate principal amount of the Companys outstanding 4.25% Senior Convertible Notes due 2023 (the Old Convertible
Notes). The Convertible Notes are convertible into shares of our common stock, par value $0.01 per share (the common stock and, the common stock issuable upon conversion, the Conversion Shares), or, under certain
circumstances, warrants to purchase shares of our common stock for $0.01 per share (the Warrants and the common stock issuable upon exercise of the Warrants, the Warrant Shares). In this prospectus we refer to these
transactions as the Exchange Transactions. See Selling Security Holders for additional information.
This
prospectus relates to the resale by the persons described in this prospectus, whom we call the Selling Security Holders, or their pledgees, donees, transferees, distributees, beneficiaries or other successors-in-interest, from time to time of up to (i) 2,978,724 shares of common stock issuable as either Conversion Shares or Warrant Shares and (ii) 2,978,724 Warrants (together with the Conversion Shares
and the Warrant Shares, the Securities) upon conversion of the Convertible Notes and/or exercise of Warrants, as applicable. We are registering these Securities on behalf of the Selling Security Holders to satisfy the registration rights
they were granted pursuant to a registration rights agreement entered into on October 5, 2022, in connection with the Exchange Transactions. While we will not receive any of the proceeds from the sales of the Securities by the Selling Security
Holders, we will receive nominal proceeds from the exercise of any Warrants for cash. See Use of Proceeds below for additional information.
The Securities may be sold by the Selling Security Holders from time to time through one or more underwriters, dealers and agents, or directly
to purchasers, on a continuous or delayed basis. To the extent required, the specific terms of any Securities the Selling Security Holders offer will be included in a supplement to this prospectus. Any such prospectus supplement will also describe
the specific manner in which the Selling Security Holders will offer such Securities.
Our common stock is traded on the New York Stock
Exchange (NYSE) under the symbol SMHI. On November 21, 2022, the last reported sale price of a share of our common stock on the NYSE was $7.84. The applicable prospectus supplement will contain information, where
applicable, as to any other listing, if any, on the NYSE or any securities market or other exchange of the Securities covered by the applicable prospectus supplement.
Investing in
our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading Risk Factors on page 5 of this prospectus as well as those contained in the
applicable prospectus supplement (if any) and any related free writing prospectus, and in the documents that are incorporated by reference into this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these Securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of
this prospectus is November 22, 2022