This is our initial public offering of common shares. We are offering a total of 7,720,000 common shares, $1.00 par value, of Himalaya Shipping Ltd.

Prior to this offering, our common shares have not been listed in a United States stock exchange. Our shares have traded on the Euronext Growth Oslo and, since April 29, 2022, our shares have traded on the Euronext Expand. Our common shares are listed on the Euronext Expand, operated by the Oslo Stock Exchange, under the symbol “HSHIP” and have been approved for listing on the New York Stock Exchange (the “Stock Exchange”) under the symbol “HSHP.” On March 27, 2023, the closing price of our common shares on the Euronext Expand was 60.80 Norwegian Kroner, or NOK, per common share, which was equivalent to approximately $5.83 per common share, converted based on an exchange rate of NOK10.43 to $1.00. The initial public offering price will be determined based on the bookbuilding process and is expected to be at or close to the closing price of our common shares on the Euronext Expand in Norway on the most recent trading date prior to the pricing date of the offering.

We are an “emerging growth company” under the U.S. federal securities laws and will be subject to reduced public company reporting requirements. Investing in our common shares involves risks. See “Risk Factors” beginning on page 15 of this prospectus.

We have also granted the underwriters an option for a period of 30 days to purchase up to an additional 1,158,000 common shares on the same terms as set forth above to cover over-allotments, if any. See “Underwriting (Conflicts of Interest).”

Neither the U.S. 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.

No offer or invitation to subscribe for common shares may be made to the public in Bermuda.

The underwriters expect to deliver the common shares to purchasers on or about    , 2023 through the book-entry facilities of The Depositary Trust Company.

We are responsible for the information contained in this prospectus and in any free writing prospectus we prepare or authorize. We have not, and the underwriters have not, authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we may have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the underwriters are making an offer to sell the common shares in any jurisdiction where the offer or sale is not permitted. This offering is being made in the United States and elsewhere solely on the basis of the information contained in this prospectus. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of the common shares. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus.

Certain market data and forecasts used throughout this prospectus were obtained from internal company surveys, market research, consultant surveys, reports of governmental and international agencies and industry publications and surveys. Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we will operate, including our general expectations and market position, market opportunity and market size, is based on industry publications and other published industry sources prepared by third parties, including Clarkson Research Services Limited (“Clarksons Research”), as well as publicly available information. Industry publications and third-party research, surveys and reports generally indicate that their information has been

obtained from sources believed to be reliable. We believe the data from third-party sources to be reliable based upon our management’s knowledge of the industry, but have not independently verified such data. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires. Our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus. Because this information involves a number of assumptions and limitations, you are cautioned not to give undue weight to such information.

For investors outside the United States: neither we nor any of the underwriters has done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus and any such free writing prospectus outside of the United States.

We prepare and report our consolidated financial statements in accordance with U.S. GAAP (the “Consolidated Financial Statements”). We maintain our books and records in U.S. dollars.

We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them.

Unless otherwise indicated, all references to “U.S. dollars,” “dollars,” “U.S. $” and “$” in this prospectus are to the lawful currency of the United States of America, and references to “Norwegian Kroner” and “NOK” are to the lawful currency of Norway.

Unless otherwise indicated, information presented in this prospectus which forms part of this registration statement on Form F-1 (i) assumes that the underwriters’ option to purchase additional common shares is not exercised and (ii) assumes that the initial public offering price of the common shares will be $5.83 per common share (which is the closing price of our common shares on the Euronext Expand on March 27, 2023, converted at an exchange rate equal to NOK 10.43 per $1.00).

Throughout this prospectus, unless the context otherwise requires, (i) references to “Himalaya Shipping Ltd.,” “Himalaya Shipping,” “Himalaya,” the “Company,” the “Registrant,” “we,” “us,” “Group,” “our” and words of similar import refer to Himalaya Shipping Ltd. and its consolidated subsidiaries, (ii) references to “our vessels” and “our newbuilding vessels” refer to the 12 Newcastlemax dry bulk vessels we have agreed to purchase, of which two vessels were delivered on March 2 and March 9, 2023, respectively, and are currently in operation, and 10 are under construction at New Times Shipyard in China, (iii) references to “Magni” or “Magni Partners” refers to Magni Partners (Bermuda) Limited, (iv) references to “Drew Holdings” refer to Drew Holdings Limited, (v) references to “New Times” or “New Times Shipyard” refer to New Times SB Jingjiang shipyard in China, (vi) references to “1-4 Shipbuilding Contracts” refer to the shipbuilding contracts with New Times relating to four vessels with hull numbers 0120833, 0120834, 0120835 and 0120836, (vii) references to “5-8 Shipbuilding Contracts” refer to the shipbuilding contracts with New Times relating to four vessels with hull numbers 0120837, 0120838, 0120839 and 0120840, (viii) references to “9-12 Shipbuilding Contracts” refer to the shipbuilding contracts with New Times relating to four additional vessels with hull numbers 0120841, 0120842, 0120843 and 0120844, (ix) references to “Shipbuilding Contracts” refer to 1-4 Shipbuilding Contracts, 5-8 Shipbuilding Contracts and 9-12 Shipbuilding Contracts, as the context requires, (x) references to “Avic Leasing Arrangement” or “Avic Leasing” refer to agreements with subsidiaries of Avic International Leasing Co. Ltd. (“Avic”), which is the provider of pre-delivery financing and sale and leaseback financings in relation to the four vessels under our 1-4 Shipbuilding Contracts, (xi) references to “CCBFL Leasing Arrangement” or “CCBFL Leasing” refer to the agreements with subsidiaries of CCB Financial Leasing Company Limited (“CCBFL”), which is the provider of pre-delivery financing and sale and leaseback financings in relation to six vessels under our 5-8 Shipbuilding Contract and 9-12 Shipbuilding Contracts, (xii) references to “Jiangsu Leasing Arrangement,” or “Jiangsu Leasing,” refer to the agreements with subsidiaries of Jiangsu Financial Leasing Co. Ltd. (“Jiangsu”) in relation to vessels with hull numbers 0120839 and 0120840, originally financed under the CCBFL Leasing, (xiii) references to “Leasing Providers” refer to Avic, CCBFL, and Jiangsu, and their subsidiaries, (xiv) references to the “Sale and Leaseback Agreements” refer to the Avic Leasing, the CCBFL Leasing, and the Jiangsu Leasing, (xv) references to our “Drew Holdings Revolving Credit Facility” or “Drew Holdings RCF” refer to our revolving credit facility with Drew Holdings Limited, (xvi) references to our “Bridge Facility” refer to our bridge facility agreement with DNB Bank ASA, DNB Markets and other lender parties from time to time, (xvii) references to our “Financing Arrangements” refer to our Avic Leasing, CCBFL Leasing, the Jiangsu Leasing, the Drew Holdings RCF, and the Bridge Facility, (xviii) references to “Corporate Support Agreement” refer to our corporate services agreement with Magni Partners, (xix) references to “Management Agreement” refer to our management agreement with 2020 Bulkers Management AS (“2020 Bulkers” or “Manager”), (xx) references to the “Supervision Agreement” refer to the building supervision agreement of our vessels with SeaQuest Marine S.A. (“SeaQuest”), (xxi) references to the “Ship Management Agreements” refer to management agreements with respect to each vessel in our fleet, with either Wilhelmsen Ship Management (Norway) AS, or “Wilhemsen,” or OSM Bergen Dry AS, or “OSM,” each a “Ship Manager,” (xxii) references to “Address Commission” refer to the commissions that may be deducted from each of the final delivery installments to be paid under the Shipbuilding Contracts, (xxiii) references to the “SEC” refer to the United States Securities and Exchange Commission, (xxiv) references to our “Board” or “Board of Directors” refer to the board of directors of Himalaya Shipping Ltd., as constituted at any point in time and “Director” or “Directors” refers to a member or members of the Board, as applicable, (xxv) references to “Hell and High Water Terms” refer to our absolute obligation to pay the hire rates irrespective of any contingency under the bareboat charters in each of the Sale and Leaseback Agreements, (xxvi) references to the “Norwegian FSA” refer to the Financial

Supervisory Authority of Norway, (xxvii) references to the “Norwegian Prospectus” refer to the prospectus we intend to file before the Norwegian FSA for the admission to listing and trading of the common shares offered in this public offering on Euronext Expand, upon which will be published in Norway and (xxviii) references to “U.S. GAAP” refer to the generally accepted accounting principles in the United States as in effect at any point in time.

For references to certain terms used in this prospectus that are commonly used in the shipping industry, see the “Glossary of Shipping Terms” beginning on page 151 of this prospectus.

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we will operate, including our general expectations and market position, market opportunity and market size, is based on industry publications and other published industry sources prepared by third parties, including Clarksons Research, as well as publicly available information. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires. Because this information involves a number of assumptions and limitations, you are cautioned not to give undue weight to such information. We believe the data from third-party sources to be reliable based upon our management’s knowledge of the industry, but have not independently verified such data.

The discussion contained under this “Industry Overview” section has been compiled from Clarksons Research’s database and other industry sources. Clarksons Research compiles and publishes data for the benefit of its clients. In connection therewith, Clarksons Research has advised that: (i) certain information in Clarksons Research’ database is derived from estimates or subjective judgments, (ii) the information in the databases of other shipping data collection agencies may differ from the information in Clarksons Research’s database and (iii) while Clarksons Research has taken reasonable care in the compilation of the statistical and graphical information and believes it to be accurate and correct, data compilation is subject to limited audit and validation procedures. Although data is taken from the most recently available published sources, these sources do revise figures and forecasts from time to time. Market data and statistics are inherently predictive and subject to uncertainty and do not, necessarily, reflect actual market conditions. Such statistics are based on market research, which, itself, is based on sampling and subjective judgments by both the researchers and the respondents, including judgments about what types of products, services and transactions should be included in the relevant market.

Forward-looking information obtained from third-party sources is subject to the same qualifications and the uncertainties regarding the other forward-looking statements in this prospectus. See the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

We own or have the rights to use various trademarks, service marks and trade names that we use in connection with the operation of our business, including Himalaya Shipping Ltd. and our logos. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third-parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and does not, imply a relationship with, or endorsement or sponsorship by, us.

Consent under the Exchange Control Act 1972 (and its related regulations) has been obtained from the Bermuda Monetary Authority for the issue and transfer of our common shares to and between non-residents of Bermuda for exchange control purposes provided our common shares remain listed on an appointed stock exchange, which includes the Stock Exchange. In granting such consent, the Bermuda Monetary Authority accepts no responsibility for our financial soundness or the correctness of any of the statements made or opinions expressed in this prospectus.

You should carefully consider the risks and uncertainties described below and the other information in this prospectus before making an investment in our common shares. Our business, financial condition or results of operations could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our common shares could decline and you could lose all or part of your investment. Additional risks and uncertainties not currently known to us, or which we currently deem immaterial, may also adversely affect our business, financial condition or results of operations. This prospectus also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Statement Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including the risks facing our Company described below and elsewhere in this prospectus.

The dry bulk shipping industry is cyclical and charter hire rates and profitability are volatile. Time charter and spot market rates for dry bulk vessels have in the recent past declined below operating costs of vessels. When we charter our vessels pursuant to time charters, we will be exposed to changes in charter rates for dry bulk carriers and such changes may adversely affect our earnings and the value of our dry bulk carriers at any given time.

Fluctuations in charter rates result from changes in the supply of and demand for vessel capacity for the major commodities carried on water internationally and the degree of charter hire rate volatility among different types of dry bulk vessels has varied widely. Volatility in charter rates in the dry bulk market affects our earnings and results of operations and also affects the value of our dry bulk vessels, which follows the trends of dry bulk charter rates. The Baltic Dry Index, or the BDI, a daily average of charter rates for key dry bulk routes published by the Baltic Exchange Limited, has long been viewed as the main benchmark to monitor the movements of the dry bulk vessel charter market and the performance of the entire dry bulk shipping market and has been very volatile. The BDI declined from a peak of 11,793 in May 2008 to a low of 663 in December 2008 and has remained volatile since then, reaching a record low of 290 in February 2016. In 2020, the BDI ranged from a low of 393 in May to a high of 2,097 in October, increased to a high of 5,650 in October 2021, and dropped to 2,217 in December 2021. The BDI further increased to a high of 3,369 in May 2022, further dropped to 965 in August 2022 and as of December 14, 2022 slightly increased to 1,357. Because the volatility in the dry bulk carrier charter and factors affecting the supply of and demand for vessels are outside of our control and are unpredictable, the nature, timing, direction and degree of changes in charter rates are also unpredictable, and may continue to have an adverse consequences for our industry, including an absence of financing for vessels, charterers seeking to renegotiate the rates for existing time charters, and widespread loan covenant defaults in the dry bulk shipping industry. Volatility and low charter rates could also cause the value of our common shares to be substantially reduced or eliminated.

In January 2022, spot rates fell to low levels, following normal seasonal patterns as well as the impact of the Winter Olympic games in China, which reduced industrial activity in the region. The rates were volatile during 2022 and on March 24, 2023 are at $15.611 per day for the standard BCI vessel. In addition, there are many uncertainties in the market and rates could also decline as a result of the hostilities between Russia and Ukraine or for any other reason. We may not be able to successfully charter our vessels when they are delivered at rates sufficient to allow us to break even, meet our obligations or pay any dividends in the future. See “—Our future results of operations will be subject to seasonal fluctuations, which may adversely affect our financial condition.”

Factors that influence demand for dry bulk vessel capacity include:

Demand for dry bulk vessels is dependent upon economic growth in the world’s economies, seasonal and regional changes in demand and changes to the capacity of the global dry bulk fleet and the sources and supply of dry bulk cargo transported by sea. Continued adverse economic, political or social conditions or other developments could negatively impact charter rates and have a material adverse effect on our business, results of operations and financial condition.

Factors that influence the supply of dry bulk vessel capacity include:

In addition to the prevailing and anticipated freight rates, factors that affect the level of newbuilding, scrapping and laying-up include newbuilding prices, second-hand vessel values in relation to scrap prices, costs of bunker and other operating costs, costs associated with classification society surveys, normal maintenance costs and insurance coverage costs, the efficiency and age profile of the existing dry bulk fleet in the market, and government and industry regulation of maritime transportation practices, particularly environmental protection laws and regulations. These factors influencing the supply of and demand for dry bulk shipping capacity are outside of our control, and we may not be able to correctly assess the nature, timing and degree of changes in industry conditions.

We anticipate that the future demand for our dry bulk vessels will be dependent upon economic growth in the world’s economies, including China and India, seasonal and regional changes in demand, changes in the capacity of the global dry bulk fleet and the sources and supply of dry bulk cargo to be transported by sea. While there has been a general decrease in new dry bulk carrier ordering since 2014, the capacity of the global dry bulk carrier fleet could

increase and economic growth may not resume in areas that have experienced a recession or continue in other areas. In addition, adverse economic, political, social or other developments could have a material adverse effect on our business, results of operations and financial condition. Further, the dry bulk market may fluctuate widely based on a variety of factors including changes in overall market movements, political and economic events, wars, acts of terrorism, natural disasters (including disease, epidemics and pandemics) and changes in interest rates or inflation rates.

Global financial markets and economic conditions have been, and continue to be, volatile. Beginning in February 2020, due in part to fears associated with the spread of COVID-19, global financial markets, and starting in late February 2022, financial markets in the U.S., experienced even greater relative volatility which may continue as the COVID-19 pandemic and governmental responses to it continue to develop. On February 24, 2022, Russian troops invaded Ukraine starting a military conflict, the length and breadth of which remains highly unpredictable. Coupled with existing supply disruptions and changes in U.S. Federal Reserve policies on interest rates, this war has exacerbated, and may continue to exacerbate, inflation and significant volatility in commodity prices, credit and capital markets, as well as supply chain disruptions. The U.S., the members of the European Union, and other countries, as well as other public and private actors and companies have imposed sanctions and other penalties on Russia including removing Russian-based financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system and restricting imports of Russian oil, liquefied natural gas and coal. These sanctions have caused supply disruptions in the oil and gas markets and could continue to cause significant volatility in energy prices, which could have a material effect on inflation and may trigger a recession in the U.S. and China, among other areas. These factors may result in the weakening of the financial condition of our charterers, suppliers, counterparties and other agents in the shipping industry. As a result, our financial condition and results of operations may be negatively affected since our operations are dependent on the success and economic viability of our counterparties. In addition, the U.S. government has warned of the potential for Russian cyberattacks. The risk of Russian cyberattacks may also create market volatility and economic uncertainty particularly if these attacks occur and spread to a broad array of countries and networks.

These and other sanctions that may be imposed as well as the ongoing conflict could further adversely affect the global economy and financial markets and cause further instability, negatively impacting liquidity in the capital markets and potentially making it more difficult for us to access additional debt or equity financing on attractive terms in the future, to the extent needed. Credit markets and the debt and equity capital markets have been distressed and the uncertainty surrounding the future of the global credit markets has resulted in reduced access to credit worldwide, particularly for the shipping industry. These issues, along with significant write-offs in the financial services sector, the repricing of credit risk and the current economic conditions, may make it difficult to obtain financing in the future. The current state of global financial markets and current economic conditions might adversely impact our ability to issue additional equity at prices that will not be dilutive to our shareholders or preclude us from issuing equity at all. Economic conditions may also adversely affect the market price of our common shares.

As a result of concerns about the stability of financial markets generally and the solvency of counterparties specifically, as well as interest rate increases by central banks across the world, the availability and cost of obtaining money from the public and private equity and debt markets has become more difficult. Many lenders have increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debt and reduced, and in some cases ceased to provide funding to borrowers and other market participants, including equity and debt investors, and some have been unwilling to invest on attractive terms or even at all. Due to these factors, we cannot be certain that additional financing will be available if needed and to the extent required, on acceptable terms or at all. If financing or refinancing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our obligations as they come due or we may be unable to meet our obligations as they come due or we may be unable to enhance our existing business, complete additional vessel acquisitions or otherwise take advantage of business opportunities as they arise.

Credit markets in the United States and Europe have in the past experienced significant contraction, deleveraging and reduced liquidity, and there is a risk that the U.S. federal government and state governments and European authorities continue to implement a broad variety of governmental action and/or new regulation of the financial markets. Global financial markets and economic conditions have been, and continue to be, disrupted and volatile. We face risks attendant to changes in economic environments, changes in interest rates, and instability in the

banking and securities markets around the world, among other factors, which may have a material adverse effect on our business, results of operations and financial condition.

We may be adversely affected by changing economic, political and government conditions in the countries and regions where our vessels will be employed or registered. Moreover, the dry bulk shipping industry is likely to be adversely impacted by the effects of political conflicts.

Currently, the world economy faces a number of challenges, including the war in Ukraine, tensions between the United States and Iran, trade tensions between the United States and China, stabilizing growth in China, continuing threat of terrorist attacks around the world, continuing instability and conflicts and other recent occurrences in the Middle East and in other geographic areas and countries, including hostilities between the United States and North Korea which may lead to armed conflict or acts of terrorism around the world, as well as the impact of the ongoing COVID-19 outbreak, which may contribute to further economic instability in the global financial markets, and international commerce.

In the past, political instability has also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region and most recently in the Black Sea in connection with the recent conflicts between Russia and Ukraine. Acts of terrorism and piracy have also affected vessels trading in regions such as the South China Sea and the Gulf of Aden off the coast of Somalia. Any of these occurrences could have a material adverse impact on our business, results of operations, and financial condition.

Furthermore, the continuing war in Ukraine may also adversely impact our business and may lead to further regional and international conflicts or armed action. Such conflict could further disrupt supply chains and cause instability in the global economy. Additionally, Brexit, or similar events in other jurisdictions, could impact global markets, including foreign exchange and securities markets; any resulting changes in currency exchange rates, tariffs, treaties and other regulatory matters could in turn adversely impact our business and operations. Any violations of sanctions by our charter parties, any extension or worsening of the conflict in these regions, as well as any significant sanctions resulting from the conflicts that affect, among other things, the performance of our charter party agreements specifically or the dry bulk industry more generally, may have a material adverse effect on our business, results of operations and financial condition.

Global public health threats, such as COVID-19 (as described more fully below), influenza and other highly communicable diseases or viruses, outbreaks of which have from time to time occurred in various parts of the world in which we will operate, including China, could adversely impact our operations, the timing of completion of our outstanding or future newbuilding projects, as well as the operations of our charterers, upon delivery of our vessels. The ongoing COVID-19 pandemic has, among other things, caused delays and uncertainties relating to newbuildings, dry dockings and other functions of shipyards.

The ongoing outbreak of the COVID-19 has already caused severe global disruptions and may continue to negatively affect economic conditions regionally as well as globally and otherwise impact our operations and the operations of our charterers and suppliers. Certain governments in affected countries continue to impose travel bans, quarantines and other emergency public health measures. Companies are also taking precautions, such as requiring employees to work remotely, imposing travel restrictions and temporarily closing businesses. These restrictions, and future prevention and mitigation measures, are likely to continue to have an adverse impact on global economic conditions, which could materially and adversely affect our future operations. Uncertainties regarding the economic impact of the COVID-19 outbreak is likely to result in sustained market turmoil, which could also negatively impact our business, financial condition and cash flows. As a result of these measures, our vessels may not be able to call on ports, or may be restricted from disembarking from ports, located in regions affected by the outbreak. In addition we may experience severe operational disruptions and delays, unavailability of normal port infrastructure and services including limited access to equipment, critical goods and personnel, disruptions to crew change, quarantine of ships and/or crew, counterparty solidity, closure of ports and custom offices, as well as disruptions in the supply chain and industrial production, which may lead to reduced cargo demand, among other potential consequences attendant to epidemic and pandemic diseases.

The COVID-19 pandemic and measures to contain its spread have negatively impacted regional and global economies and trade patterns in markets in which we will operate, the way we operate our business, and the businesses of our charterers and suppliers. These negative impacts could continue or worsen, even after the pandemic itself diminishes or ends. Companies, including us, have also taken precautions, such as requiring employees to work remotely and imposing travel restrictions, while some other businesses have been required to close entirely. Moreover, we face significant risks to our personnel and operations due to the COVID-19 pandemic. Our crews face risk of exposure to COVID-19 as a result of travel to ports in which cases of COVID-19 have been reported.

Measures against COVID-19 in a number of countries have restricted crew rotations in the vessel industry, which may continue. As a result, in 2022, although to a lesser extent than in 2021, vessel operators experienced and may continue to experience disruptions to normal vessel operations caused by increased deviation time associated with positioning vessels to countries in which they can undertake a crew rotation in compliance with such measures. Delays in crew rotations have led to issues with crew fatigue, physical health, and the safe operation of vessels, and may continue to do so, which may result in delays or other operational issues. We expect to incur increased expenses due to incremental fuel consumption and days in which our vessels are unable to earn revenue if our vessels are required to deviate to certain ports on which we would ordinarily not call during a typical voyage. We may also incur additional expenses associated with testing, personal protective equipment, quarantines, and travel expenses such as airfare costs in order to perform crew rotations in the current environment.

The COVID-19 pandemic and measures in place against the spread of the virus have led to a highly difficult environment in which to dispose of vessels given the difficulty of physically inspecting vessels. The impact of COVID-19 has also resulted in reduced industrial activity in China with temporary closures of factories and other facilities, labor shortages and restrictions on travel. We believe these disruptions along with other seasonal factors, including lower demand for some of the cargoes we carry such as iron ore and coal, contributed to lower dry bulk rates in 2020.

Although the Chinese economy has been recovering steadily from the impact of COVID-19 since the second half of 2020, any recurrence of the COVID-19 outbreak in China, such as the recurrence of COVID-19 toward the end of 2020 and in early 2022, or continuance of the outbreak in other parts of the world with the spread of the highly contagious new variants could, upon delivery of our vessels, adversely impact our company’s business operations or the business operations of our company’s charterers, provides and counterparties thus in turn having an adverse impact on our business, results of operations and financial condition. In the first quarter of 2022, the Omicron variant became the dominant variant and led to a new wave of COVID-19 recurrence in China, causing local outbreaks in a number of areas. To achieve “Dynamic zero COVID-19 cases,” the Chinese government has adopted strict disease containment measures, including lock-down in certain cities and areas with rapidly rising COVID-19 cases and infection risks (e.g., Shanghai, Shenzhen, Xi’an and a number of cities in Jilin province), epidemiological investigations on infection sources and close contacts, large-scale nucleic acid testing, travel restrictions, and continuous booster vaccination measures. Although the Chinese government has recently announced a relaxation of its strict containment measures, failure to contain the further spread of COVID-19 in China or strict measures taken to address the outbreak in China may prolong and exacerbate the general economic downturn. Our business operations could be disrupted, as the vessels we agreed to purchase are being constructed in China, and, once delivered, our vessels will be chartered for commercial routes to China. Although there has been no impact on the construction of our newbuildings to date, it remains possible that the impact of COVID-19 could affect the construction and therefore the delivery of our vessels and could also impact the expected trade of our vessels with China following delivery.

The occurrence of any of the foregoing events or other epidemics or an increase in the severity or duration of the COVID-19 or other epidemics could have a material adverse effect on our business, results of operations and financial condition

The extent of the COVID-19 outbreak’s effect on our operational and financial performance will depend on future developments, including the duration, spread and intensity of the outbreak, any resurgence or mutation of the virus, the continued availability of vaccines and their global deployment, the development of effective treatments, the imposition of effective public safety and other protective measures and the public’s response to such measures. There continues to be certain level of uncertainty relating to how the pandemic will evolve and how governments and consumers will react, all of which are uncertain and difficult to predict considering the rapidly evolving landscape.

As a result, the ultimate severity of the COVID-19 outbreak is uncertain at this time and therefore we cannot predict the impact it may have on our future operations upon delivery of our vessels, which impact could be material and adverse, particularly if the pandemic continues to evolve into a severe worldwide health crisis.

The market values of dry bulk vessels are related to prevailing freight charter rates, which have fluctuated significantly in recent years. While the market values of vessels and the freight charter market have a very close relationship as the charter market moves from trough to peak, the time lag between the effect of charter rates on market values of ships can vary.

The market values of dry bulk vessels have generally experienced high volatility, and you should expect the market values of our vessels, once delivered, to fluctuate depending on a number of factors including:

Furthermore, if we sell any of the 12 vessels, after exercising any of our options to repurchase any such vessels under the Avic Leasing, CCBFL Leasing and Jiangsu Leasings, at a time when prices are depressed and before we have recorded an impairment adjustment to our financial statements, the sale may be less than the vessel’s carrying value on our financial statements, resulting in a loss and a reduction in earnings, and may have a material adverse impact on our business, results of operations and financial condition.

The market supply of dry bulk carriers increased materially between 2009 and 2013 due to a high level of new deliveries. Although dry bulk newbuilding deliveries have tapered off since 2014, newbuildings continue to be delivered. While vessel supply will continue to be affected by the delivery of new vessels and the removal of vessels from the global fleet, either through scrapping or accidental losses, an over-supply of dry bulk carrier capacity could result in low charter rates for an extended period of time.

We will review for impairment of our vessels held and used whenever events or changes in circumstances indicate that the carrying amount of the vessels has deteriorated significantly and may not be recoverable. Such indicators include declines in the fair market value of vessels, decreases in market charter rates, vessel sale and purchase considerations, fleet utilization, regulatory changes in the dry bulk shipping industry or changes in business plans or overall market conditions that may adversely affect our financial condition. We may be required to record an impairment charge with respect to our vessels and any such impairment charge resulting from a decline in the market value of our vessels or a decrease in charter rates may have a material adverse effect on our business, results of operations, financial condition and our ability to obtain additional financing.

Although the 2013 Vessel General Permit (“VGP”) program and U.S. National Invasive Species Act (“NISA”) are currently in effect to regulate ballast discharge, exchange and installation, the Vessel Incidental Discharge Act (“VIDA”), which was signed into law on December 4, 2018, requires that the Environmental Protection Agency (“EPA”) develop national standards of performance for approximately 30 discharges, similar to those found in the VGP, within two years of enactment. By approximately 2023, the U.S. Coast Guard (“USCG”) must develop corresponding implementation, compliance, and enforcement regulations regarding ballast water. On October 26, 2020, the EPA published a Notice of Proposed Rulemaking for Vessel Incidental Discharge National Standards of Performance under VIDA, and in November 2020, held virtual public meetings. The new regulations, which are not yet finalized, could require the installation of new equipment, which may cause us to incur substantial costs. Under VIDA, all provisions of the VGP and USCG ballast water regulations remain in force and effect as currently written until the EPA publishes standards and the corresponding Coast Guard regulations are published. The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to VIDA. Several U.S. states have added specific requirements to the Vessel General Permit and, in some cases, may require vessels to install ballast water treatment technology to meet biological performance standards.

Our business is and the operations of our vessels will be subject to numerous environmental regulations in the form of international conventions, national, state and local laws and regulations in force in the jurisdictions in which our vessels will operate, as well as in the country or countries where we plan to register them, including those governing the storage, management and disposal of hazardous and non-hazardous substances and wastes, the cleanup of oil spills and other contamination, air emissions (including greenhouse gases), water discharges and ballast water management, liability for damage to natural resources and occupational health and safety. These regulations include European Union regulations, the U.S. Oil Pollution Act of 1990 (“OPA”), requirements of the USCG and the U.S. EPA, the U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990), the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), the U.S. Clean Water Act, the U.S. Maritime Transportation Security Act of 2002, regulations of the IMO, including the International Convention on Civil Liability for Oil Pollution Damage of 1969, the International Convention for the Prevention of Pollution from Ships of 1973, as modified by the Protocol of 1978, collectively referred to as MARPOL 73/78 or MARPOL, including designations of Emission Control Areas, thereunder, International Convention for the Safety of Life at Sea of 1974 (“SOLAS Convention”), the International Convention on Load Lines of 1966, the International Convention of Civil Liability for Bunker Oil Pollution Damage, the IMO’s International Safety Management Code (the “ISM Code”), and regulations established by flag state administrations. Because such conventions, laws, and regulations are often revised, we cannot predict the ultimate cost of complying with such requirements or the impact thereof on the resale price or useful life of any vessel that we own or will acquire. Additional conventions, laws and regulations may be adopted that could limit our ability to do business or increase the cost of our doing business and which may materially adversely affect our operations. Government regulation of vessels, particularly in the areas of safety and environmental requirements, continue to change, which may require us to incur significant capital expenditures on our vessels currently which are under construction, to keep them in compliance, or even to scrap or sell certain vessels altogether. In addition, we may incur significant costs in meeting new maintenance and inspection requirements, in developing contingency arrangements for potential environmental violations and in obtaining insurance coverage.

Certain environmental laws impose strict and joint and several liability for remediation of spills, discharges of oil and releases of hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault. Under the OPA, for example, owners and operators are jointly and severally strictly liable for the discharge of oil within the 200-mile exclusive economic zone around the United States.

In addition, we are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses, certificates, approvals and financial assurances with respect to our operations, and satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents. Our failure to maintain necessary permits, licenses, certificates, approvals or financial assurances could require us to incur substantial costs or temporarily suspend operation of one or more of the vessels in our fleet, or lead to the invalidation

or reduction of our insurance coverage. We have not entered into agreements with insurers for coverage of our vessels to be delivered. Any insurance we obtain may not be sufficient to cover all such risks and any claims may have a material adverse effect on our business, results of operations and financial condition.

Environmental requirements can also affect the resale value or useful lives of our vessels, require a reduction in cargo capacity, ship modifications or operational changes or restrictions, lead to decreased availability of insurance coverage for environmental matters or result in the denial of access to certain jurisdictional waters or ports, or detention in certain ports. Under local, national and foreign laws, as well as international treaties and conventions, we could incur material liabilities, including for cleanup obligations and natural resource damages, in the event that there is a release of petroleum or hazardous substances from our vessels or otherwise in connection with our operations. We could also become associated with our existing or historic operations. Violations of, or liabilities under, environmental requirements can result in substantial penalties, fines and other sanctions, including in certain instances, seizure or detention of our vessels.

The operation of our vessels will also be affected by other safety regulations in the form of international conventions, including the Maritime Labor Convention of 2006 (“MLC”), and national, state and local laws and regulations in force in the jurisdictions in which the vessels operate, as well as in the country or countries of their registration, including those established by flag state administrations. Such conventions, laws, and regulations are often revised, and could increase the ultimate cost of compliance which could impact the resale prices or useful lives of our vessels. Additional conventions, laws and regulations may be adopted which could limit our ability to do business or increase the cost of our doing business and which may materially adversely affect our operations. Please see “Regulation” for a discussion of the environmental and other regulations applicable to us.

Certain of our charterers may apply the Rightship rating system to our vessels. Rightship is the ship vetting service owned by Rio Tinto and BHP-Billiton, which has become the major vetting service in the dry bulk shipping industry, Rightship rates vessels based on certain criteria for seaworthiness. We may be required to incur costs to ensure that our vessels achieve adequate Rightship ratings or otherwise meet the standards set by our charterers. While our newbuilding vessels under construction are expected to meet such standards, if any of our vessels fail to meet these standards in the future, our ability to operate these vessels may be limited.

The hull and machinery of every commercial vessel must be “classed” by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel, the IMO and the SOLAS Convention. Most insurance underwriters make it a condition for insurance coverage and lending that a vessel be certified “in class” by a classification society which is a member of the International Association of Classification Societies, the IACS. The IACS has adopted harmonized Common Structural Rules, or “the Rules,” which apply to oil tankers and bulk carriers contracted for construction on or after July 1, 2015. The Rules attempt to create a level of consistency between IACS Societies.

Additionally, a vessel must undergo annual surveys, intermediate surveys, dry dockings and special surveys. In lieu of a special survey, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period.

Every vessel will also undergo two underwater hull surveys during a five-year classification cycle. The intermediate survey at approximately every 36 months may, in lieu of a full drydocking, be credited by classification society, by conducting a diving survey, propeller inspection, tails shaft bearing clearance and overall hull condition, all of which to be verified in the presence of a class surveyor. If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, dry docking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable. Any such inability to carry cargo or be employed could have a material adverse effect on our business, results of operations and financial condition.

Compliance with the above requirements may require significant additional investments by us. If any vessel does not maintain its class or fails any annual, intermediate or special survey or dry docking, the vessel will be unable

to trade between ports and will be unemployable and uninsurable, which could cause us to be in violation of certain covenants in our credit agreements. Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse effect on our business, results of operations and financial condition.

Tropical storms, hurricanes, typhoons and other severe maritime weather events could result in the suspension of operations at the planned ports of call for our vessels and require significant deviations from our vessels’ routes. In addition, climate change could result in an increase in the frequency and severity of these extreme weather events. The closure of ports, rerouting of vessels, damage of mining sites and productive facilities, as well as other delays caused by increasing frequency of severe weather, could stop operations or shipments for indeterminate periods and have a material adverse effect on our business, results of operations and financial condition.

Due to concern over the risk of climate change, a number of countries and the IMO have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. These regulatory measures may include, among others, the adoption of cap and trade regimes, carbon taxes, increased efficiency standards and incentives or mandates for renewable energy. For instance, the IMO imposed a global 0.5% sulfur cap on marine fuels that came into force on January 1, 2020. In addition, the IMO has adopted an initial strategy which identifies “levels of ambition” toward reducing greenhouse gas emissions, including (1) decreasing the carbon intensity from ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030, pursuing efforts towards 70% by 2050, compared to 2008 emission levels; and (3) reducing the total annual greenhouse emissions by at least 50% by 2050 compared to 2008 while pursuing efforts towards phasing them out entirely. These regulations and any additional regulations addressing similar goals could cause us to incur additional substantial expenses. See “Regulation” for a discussion of these and other environmental regulations applicable to our operations.

In addition, although the emissions of greenhouse gases from international shipping currently are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change (as this task was delegated under the Kyoto Protocol to the IMO for action), which required adopting countries to implement national programs to reduce emissions of certain gases, a new treaty may be adopted in the future that includes restrictions on shipping emissions. Compliance with changes in laws, regulations and obligations relating to climate change could increase our costs related to operating and maintaining our vessel and other vessels we may acquire and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions, or administer and manage a greenhouse gas emissions program. Revenue generation and strategic growth opportunities may also be adversely affected.

Adverse consequences of climate change, including growing public concern about the environmental impact of climate change, may also adversely affect demand for our services. For example, increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for coal in the future, one of the primary cargoes carried by dry bulk vessels and other vessels we may acquire. In addition, the physical effects of climate change, including changes in weather patterns, extreme weather events, rising sea levels and scarcity of water resources may negatively impact our operations. Any long-term economic consequences of climate change could have a significant financial and operational adverse impact on our business that we cannot predict with certainty at this time.

In addition to the importance of their financial performance, companies are increasingly being judged by their performance on a variety of environmental, social and governance matters, or “ESG”, which are considered to contribute to the long-term sustainability of companies' performance.

A variety of organizations measure the performance of companies on such ESG topics, and the results of these assessments are widely publicized. In addition, investment in funds that specialize in companies that perform well in such assessments are increasingly popular, and major institutional investors have publicly emphasized the importance of such ESG measures to their investment decisions. Topics taken into account in such assessments include, among others, the company's efforts and impacts on climate change and human rights, ethics and compliance with law, and the role of the company's board of directors in supervising various sustainability issues.

In light of investors' increased focus on ESG matters, there can be no certainty that we will manage such issues successfully, or that we will successfully meet society's expectations as to our proper role. Any failure or perceived failure by us in this regard could have a material adverse effect on our reputation and on our business, share price, financial condition, or results of operations, including the sustainability of our business over time.

Natural or man-made disasters, including earthquakes, power outages, fires, floods, nuclear disasters, terrorist attacks or other criminal activities or acts of crew malfeasance, may render it difficult or impossible for us to operate our business for some period of time. Any disruptions in our operations related to the repair or replacement of our vessels or disruption of or reduced demand for shipping could have a material adverse impact on our business, results of operations and financial condition. In addition, we may not carry business insurance sufficient to compensate for losses that may occur.

Our vessels are planned to trade globally, and the operation of our vessels will be therefore exposed to political risks that might result in a closure of major waterways. For instance, political disturbances in Egypt, Iran and the Middle East in general may potentially result in a closure of the Suez Canal and prevailing economic and political conditions in Panama, though currently stable, could, in the future, result in a closure of the Panama Canal. Geopolitical risks are outside of our control, could potentially limit or disrupt our access to markets and operations and could have a material adverse effect on our business, results of operations and financial condition.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, Strait of Malacca, Arabian Sea, Red Sea, the Indian Ocean, the Gulf of Aden off the coast of Somalia, Sulu Sea, Celebes Sea and in the Gulf of Guinea. Sea piracy incidents continue to occur, particularly in the South China Sea, the Indian Ocean, in the Gulf of Guinea and the Strait of Malacca, with dry bulk vessels particularly vulnerable to such attacks. Although the frequency of sea piracy worldwide has generally decreased since 2013, sea piracy incidents continue to occur, with dry bulk vessels particularly vulnerable to such attacks. Acts of piracy could result in harm or danger to the crews that man our vessels. If these piracy attacks result in regions in which our vessels are deployed being characterized as “war risk” zones by insurers or Joint War Committee “war and strikes” listed areas, premiums payable for such coverage could increase significantly and such insurance coverage may be more difficult to obtain. In addition, crew costs, including due to employing on-board security guards, could increase in such circumstances. Furthermore, while we believe the charterer remains liable for charter payments when a vessel is seized by pirates, the charterer may dispute this and withhold charter hire until the vessel is released. A charterer may also claim that a vessel seized by pirates was not “on-hire” for a certain number of days and is therefore entitled to cancel the charter party, a claim that we would dispute. Although we plan to obtain insurance to cover risks associated with piracy acts, we may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, any detention or hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability, of insurance for our vessels, could have a material adverse effect on our business, results of operations and financial condition.

If our vessels call on ports or operate in countries subject to sanctions and embargoes imposed by the U.S. government or other governmental authorities (“Sanctioned Jurisdictions”) in violation of sanctions or embargoes laws, such activities may result in a sanctions violation and we could be subject to monetary fines, penalties, or other sanctions, and our reputation and the market for our common shares could adversely affected. Although we will endeavor to take precautions reasonably designed to mitigate such risks, it is possible for example that, in the future, our vessels may call on ports located in Sanctioned Jurisdictions on charterer’s instructions and/or without our consent. If such activities result in a violation of sanctions or embargo laws, we could be subject to

monetary fines, penalties, or other sanctions, and our reputation and the market for our securities could be adversely affected. As another example, charterers or other parties that we enter into contracts with may be affiliated with persons or entities that are the subject of sanctions imposed by the U.S., the EU or other applicable jurisdictions as a result of the Russian invasion of Ukraine. If the Company determines that such sanctions require it to terminate contracts, there would be risk of loss and periods of off-hire and there is a connected risk of reputational harm.

U.S. and other sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws affiliated with persons or entities that are or may be in the future the subject of sanctions or embargoes may be imposed by the governments of the U.S., the U.K., the EU, and/or other international bodies. If we determine that such sanctions require us to terminate existing or future contracts to which we, or our subsidiaries, are party or if we are found to be in violation of such applicable sanctions, our results of operations may be adversely affected or we may suffer reputational harm.

We intend to comply with the applicable sanctions laws and regulations. However, the regulatory landscape is rapidly changing and is subject to changing interpretations, thus we cannot guarantee that our business will not be affected by the situation and the related sanctions regimes or be in compliance with applicable sanctions, laws, regulations and orders. Any such violation could result in fines, penalties or other sanctions that could negatively impact our ability to access U.S. capital markets and conduct our business, and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us. A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations, which in turn could have an adverse effect on our results.

In addition, certain institutional investors may have investment policies or restrictions that prevent them from holding securities of companies that have contracts with countries identified by the U.S. government as state sponsors of terrorism. The determination by these investors not to invest in, or to divest from, our common shares may adversely affect the price at which our common shares trade. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. In addition, our reputation and the market for our securities may be adversely affected if we engage in certain other activities, such as entering into charters with individuals or entities that are not controlled by the governments of countries or territories that are the subject of certain U.S. sanctions or embargo laws, or engaging in operations associated with those countries or territories pursuant to contracts with third-parties that are unrelated to those countries or territories or entities controlled by their governments. We outsource various functions to carry out certain screening procedures on our charterers and other third parties, including confirmation that such counterparties are compliant with sanctions laws and not included in sanctions lists, including sanctions administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury, and therefore our ability to implement our related sanctions policies is more difficult, which can increase such risks. Investor perception of the value of our common shares may be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in the countries or territories in which we will operate.

We expect to operate our vessels in a number of countries, such as China, Brazil, Singapore and in some developing economies, including countries known to have a reputation for corruption, which can involve inherent risks associated with fraud, bribery and corruption and where strict compliance with anti-corruption laws may conflict with local customs and practices. As a result, we may be subject to risks under the U.S. Foreign Corrupt Practices Act, as amended, or the FCPA, the U.K. Bribery Act 2010, the Bermuda Bribery Act 2016 and similar laws in other jurisdictions that generally prohibit companies and their intermediaries from making, offering or authorizing improper payments to government officials for the purpose of obtaining or retaining business.

We are committed to doing business in accordance with applicable anti-corruption laws and have policies and procedures, including a code of business conduct and ethics, which are designed to promote legal and regulatory compliance with such laws and regulations. We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties and curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations or financial condition. Our customers in relevant jurisdictions could seek to impose penalties or

take other actions adverse to our interests. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our contracted senior management.

International shipping is subject to various security and customs inspection and related procedures in countries of origin and destination and trans-shipment points. In addition, pursuant to the SOLAS Convention, dry bulk vessels and the ports in which we plan to operate are subject to the International Ship and Port Facility Security Code (“ISPS Code”), which is designed to enhance the security of ports and ships against terrorism. Inspection procedures may result in the seizure of contents of our vessels, delays in the loading, offloading, trans-shipment or delivery and the levying of customs duties, fines or other penalties against us.

It is possible that changes to inspection procedures and security standards could impose additional financial and legal obligations on us. Changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business results, results of operations and financial condition.

We plan to operate our dry bulk vessels in markets that have historically exhibited seasonal variations in demand, particularly in the Capesize segment given its share of the iron ore trade, and, as a result, in charter hire rates. As China is the most significant market for dry bulk shipping, the public holidays in relation to the Chinese New Year during the first quarter usually results in a decrease in market activity during this period. In addition, unpredictable and adverse weather conditions and patterns in the Southern Hemisphere, which often occur during the first quarter, in the past have had a negative impact on iron ore exports from Australia and from Brazil. Further, certain of the largest iron ore producers in Brazil usually schedule maintenance works on their plants in the first quarter, which also results in a decrease in iron ore export from Brazil. This seasonality may affect our business, results of operations, financial condition, and could affect our ability to pay dividends, if any, in the future.

While we generally will not bear the cost of fuel or bunker for vessels operating on time charters, fuel is a significant factor in negotiating charter rates. As a result, an increase in the price of fuel beyond our expectations may adversely affect our profitability at the time of charter negotiation. Fuel is also a significant, if not the largest, expense in shipping when vessels are under voyage charter. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, particularly economic developments in emerging markets such as China and India, the US-China trade war, concerns related to the global recession and financial turmoil, geopolitical developments, supply of and demand for oil and gas, actions by the Organization of Petroleum Exporting Countries, or OPEC, and other oil and gas producers and production cuts, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns and regulations. Particularly, bunker price moves in close interdependence with crude oil prices which are dependent on such events and which prices in the third quarter of 2022 averaged approximately $100 per barrel compared to approximately $113 per barrel in the second quarter of 2022, and the price decreasing below $80 on December 7, 2022 for the first time since January 2022, compared to approximately $130.0 per barrel reached on March 7, 2022. However, fuel prices may continue to increase in the future, including as a result of the continuing impact of the regulations mandating a reduction in sulfur emissions to 0.5% from the previous threshold of 3.5% as of January 2020. The current conflict in Ukraine and the response of the international community to such conflict is also having a significant impact on the price of oil and, as result, is resulting in significant increases in the cost of fuel for bunker for the shipping industry as a whole. Our vessels will be equipped with the latest generation dual fuel LNG technology, with fuel-saving devices and improved propeller efficiency, which will allow us to operate with low fuel consumption. Although LNG is not currently economical to use for dual fuel vessels at current LNG market prices, we expect the dual fuel capability to be a benefit in the future; however, we are still subject to the volatility of international fuel prices. In addition, further increases in fuel prices in the future may reduce the profitability and competitiveness of our business versus other forms of transportation, such as truck or rail. Other future regulations may have a similar impact.

The international shipping industry is an inherently risky business involving global operations. Our vessels and their cargoes will be at risk of being damaged or lost because of events such as marine disasters, bad weather, mechanical failures, human error, environmental accidents, war, terrorism, piracy and other circumstances or events. In addition, transporting cargoes across a wide variety of international jurisdictions creates a risk of business interruptions due to political circumstances in foreign countries, hostilities, labor strikes and boycotts, the potential for changes in tax rates or policies, and the potential for government expropriation of our vessels. Any of these events may result in loss of revenues, increased costs and decreased cash flows to our customers, which could impair their ability to make payments to us under our charters.

Furthermore, the operation of certain vessels, such as dry bulk carriers, has certain unique risks. With a dry bulk carrier, the cargo itself and its interaction with the vessel can be an operational risk. By their nature, dry bulk cargoes are often heavy, dense, easily shifted, and react badly to water exposure. In addition, dry bulk carriers are often subjected to battering treatment during unloading operations with grabs, jackhammers (to pry encrusted cargoes out of the hold) and small bulldozers. This treatment may cause damage to the vessel. Vessels damaged due to treatment during unloading procedures may be more susceptible to breach at sea. Hull breaches in dry bulk carriers may lead to the flooding of the vessels’ holds.

If a dry bulk carrier suffers flooding in its forward holds, the bulk cargo may become so dense and waterlogged that its pressure may buckle the vessel’s bulkheads, leading to the loss of a vessel. If we are unable to adequately repair our vessels after such damages, we may be unable to prevent these events. Any of these circumstances or events may have a material adverse effect on our business, results of operations and financial condition, if any, in the future, on our common shares. In addition, the loss of any of our vessels could harm our reputation as a safe and reliable shipping company.

The operation of an ocean-going vessel carries inherent risks. The vessels and their cargoes are at risk of being damaged or lost because of events such as marine disasters, bad weather and other acts of God, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy, labor strikes, boycotts and other circumstances or events. These hazards may result in death or injury to persons, loss of revenues or property, the payment of ransoms, environmental damage, higher insurance rates, damage to our customer relationships and market disruptions, delay or rerouting. Epidemics and other public health incidents may also lead to crew member illness, which can disrupt the operations of our vessels, or to public health measures, which may prevent our vessels from calling on ports or discharging cargo in the affected areas or in other locations after having visited the affected areas.

If our vessels suffer damage, they may need to be repaired at a dry docking facility. The costs of dry dock repairs are unpredictable and may be substantial. We may have to pay dry docking costs that our insurance does not cover in full. The loss of revenues while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, may adversely affect our business and financial condition. In addition, space at dry docking facilities is sometimes limited and not all dry docking facilities are conveniently located. We may be unable to find space at a suitable dry docking facility or our vessels may be forced to travel to a dry docking facility that is not conveniently located to our vessels’ positions. The loss of earnings while these vessels are forced to wait for space or to travel or be towed to more distant dry docking facilities, as well as the cost of such repositioning, may adversely affect our business, results of operations and financial condition. Further, the total loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator. If we are unable to adequately maintain or safeguard our vessels, we may be unable to prevent any such damage, costs, or loss, which could negatively impact our business, results of operations and financial condition.

Crew members, suppliers of goods and services to a vessel, shippers of cargo, lenders, and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lien holder may enforce its lien by “arresting” or “attaching” a vessel through judicial or foreclosure proceedings.

The arrest or attachment of one or more of our vessels could interrupt the cash flows of the charterer and/or our cash flow and require us to pay large sums of money to have the arrest or attachment lifted, which would have an adverse effect on our business, results of operations and financial condition. In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel that is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. Claimants could attempt to assert “sister ship” liability against one vessel in our fleet for claims relating to another of our vessels.

A government could requisition one or more of our vessels for title or for hire and any such requisition could give the Leasing Providers the right to terminate our Sale and Leaseback Agreements. Requisition for title occurs when a government takes control of a vessel and becomes its owner, while requisition for hire occurs when a government takes control of a vessel and effectively becomes its charterer at dictated charter rates. Generally, requisitions occur during periods of war or emergency, although governments may elect to requisition vessels in other circumstances. Although we would be entitled to compensation in the event of a requisition of one or more of our vessels, the amount and timing of payment would be uncertain. Government requisition of one or more of our vessels may negatively impact our business, results of operations and financial condition, and reduce the amount of cash we may have available for distribution as dividends to our shareholders, if any such dividends are declared.

Our vessels, when delivered, may call in ports in areas where smugglers may attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims which could have a material adverse effect on our business, results of operations and financial condition.

We were incorporated in March 2021 and our most significant assets are agreements to acquire 12 vessels for delivery in 2023 and 2024, of which two vessels were delivered on March 2 and March 9, 2023, respectively, and are currently in operation. We have a limited performance record, operating history and limited historical financial statements upon which an evaluation of our business, operations, prospects and our ability to implement and achieve our business strategy can be made. Our business and prospects must be considered in the light of risks and potential problems, delays, uncertainties and complications encountered in connection with a newly established business, and these factors may make evaluating an investment in the Company difficult. Such risks include, but are not limited to, risks of delays, the failure of New Times, our counterparty under our Shipbuilding Contracts, to deliver the remaining 10 newbuilding dry bulk carriers as scheduled and the possibility that we will not successfully manage our fleet once delivered to us. We cannot assure you that we will be successful in addressing these challenges and in implementing our business strategy.

We are largely dependent on cash generated by our future operations, cash on hand, borrowings under our Financing Arrangements and the proceeds of this offering to cover our operating expenses, service our indebtedness and fund our other liquidity needs. The level of cash available to us depends on numerous factors, including the rates we are paid by our customers, the price of oil, current global economic conditions, rising bunker prices, demand for our services, our ability to control and reduce costs, our access to capital markets and amounts available to us under our Financing Arrangements. One or more of such factors could be negatively impacted and our sources of liquidity could be insufficient to fund our operations and service our obligations such that we may require capital in excess of the amount available from those sources. Our access to funding sources in amounts adequate to finance our operations and planned capital expenditures and repay our indebtedness on terms that are acceptable could be impaired by factors such as negative views and expectations about us, the oil and gas industry or the economy in general and disruptions in the financial markets.

Our financial flexibility will be severely constrained if we experience a significant decrease in cash generated from our operations once we start chartering our vessels upon delivery, or are unable to maintain our access to or secure new sources of financing. If additional financing sources are unavailable, or not available on reasonable terms, our financial condition, results of operations, growth and future prospects could be materially adversely affected, and we may be unable to continue as a going concern. As such, we cannot assure you that cash flow generated from our business and other sources of cash, including future borrowings under Financing Arrangements and debt financings and new debt and equity financings, will be sufficient to enable us to pay our indebtedness and to fund our other liquidity needs. For the substantial doubt over our ability to continue as a going concern, please refer to Note 3 – Basis of Preparation and Significant Accounting Policies to our Consolidated Financial Statements included herein.

While the number of vessels in our fleet that participate in the time charter market will vary from time to time, we anticipate that a significant portion of our fleet will be chartered out on index-linked time charters to large dry bulk operators, commodity traders and end users. The time charter market is highly competitive and spot market charter hire rates (which affect time charter rates) may fluctuate significantly based upon available charters and the supply of, and demand for, seaborne shipping capacity. While the time charter market may enable us to benefit in periods of increasing charter hire rates, we must consistently renew our charters in a volatile dry bulk market, which makes us vulnerable to declining charter rates. As a result of the volatility in the dry bulk carrier charter market, we may not be able to employ our vessels upon the termination of their existing charters at their current charter hire rates or at all. We cannot assure you that future charter hire rates will enable us to operate our vessels profitably, or to pay dividends.

Due to an increase in the size of the global shipping fleet, the limited supply of and increased demand for crew has created upward pressure on crew costs. Continued higher crew costs or further increases in crew costs coupled with a persistent inflationary environment and the connected increase in crew wages could adversely affect our results of operations.

In general, the cost of maintaining a vessel in good operating condition increases with the age of the vessel. We have a newbuilding program for 12 newbuilding dry bulk carriers scheduled to be delivered in 2023 and 2024, with the first and second ships delivered on March 2 and March 9, 2023, respectively. Upon delivery of such vessels and as they start aging, typically the vessels will become less fuel-efficient and more costly to maintain than more recently constructed vessels due to improvements in engine technology. Cargo insurance rates increase with the age of a vessel, making older vessels less desirable to charterers. Governmental regulations and safety or other equipment standards related to the age of vessels may also require expenditures for alterations or the addition of new equipment to our vessels and may restrict the type of activities in which our vessels may engage. As our vessels age, market conditions may not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

We have entered, and plan to enter, into various contracts, including charter parties with our customers, newbuilding contracts (with related refund guarantees), vessel management, the Avic Leasing, CCBFL Leasing and Jiangsu Leasing (our Sale and Leaseback Agreements), and other agreements. Such agreements subject us to counterparty risks. Such risk may be relevant for the contracts which we currently have entered into, including the Shipbuilding Contracts with New Times and the related refund guarantees, the Avic Leasing, CCBFL Leasing and Jiangsu Leasing, the Supervision Agreement, the Management Agreement and the Corporate Support Agreement. The ability of each of our counterparties to perform their obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the maritime industry, the overall financial condition of the counterparty, charter rates received for our

Newcastlemax dry bulk carriers, the supply and demand for commodities and various expenses. In addition, in the event New Times does not perform under its contracts, and we are unable to enforce certain refund guarantees with third-party lenders that have provided the refund guarantees for any reason, we may lose all or part of our investment, and we may not be able to operate the vessels we ordered in accordance with our business plan. Should our counterparties fail to honor their obligations under agreements with us, in particular, the Shipbuilding Contracts and the related refund guarantees and the Avic Leasing and CCBFL Leasing, we could sustain significant losses, which could have a material adverse effect on our business, results of operations and financial condition.

Charterers are sensitive to the commodity markets and may be impacted by market forces affecting commodities. In addition, in depressed market conditions, charterers may no longer need a vessel that is currently under charter or may be able to obtain a comparable vessel at lower rates. As a result, charterers may have incentive to renegotiate their charters or default on their obligations under charters. Should a charterer in the future fail to honor its obligations under agreements with us, it may be difficult to secure substitute employment for such vessel, and any new charter arrangements we secure on the spot market or on charters may be at lower rates, depending on the then existing charter rate levels, compared to the rates currently being charged for our vessels. If our charterers fail to meet their obligations to us or attempt to renegotiate our charter agreements, we could sustain significant losses which could have a material adverse effect on our business, results of operations and financial condition. The Company will seek to mitigate such consequences for example through re-negotiation of terms with its lenders, and strive to re-charter or seek remedies from defaulting charterers, however such efforts may not be successful and may lead to negative reactions from its lenders which may be detrimental for the Company’s business.

We are party to the Shipbuilding Contracts with New Times for the construction of 12 newbuilding dry bulk carriers, which are estimated to be delivered between April 2023 and July 2024, of which two vessels were delivered on March 2 and March 9, 2023, respectively. Risks of delays and failure of New Times to deliver exist until the vessels are delivered. Vessel construction projects are generally subject to risks of delay or cost overruns inherent in any large construction project from numerous factors, including shortages of equipment, materials or skilled labor, unscheduled delays in the delivery of ordered materials and equipment or shipyard construction, failure of equipment to meet quality and/or performance standards, financial or operating difficulties experienced by equipment vendors or the shipyard, unanticipated actual or purported change orders, inability to obtain required permits or approvals, unanticipated cost increases between order and delivery, design or engineering changes and work stoppages and other labor disputes, adverse weather conditions or any other events of force majeure. Many of these factors, including, for example, movement of equipment, materials and labor forces, have been increasingly relevant during the COVID-19 pandemic, with border and travel restrictions and lock-downs. The lock-downs, shortage of personnel, quarantine restrictions and other issues caused by the COVID-19 pandemic may also cause delays and challenges for the newbuilding program for New Times. Although there has been no impact on the construction of our newbuildings to date, it remains possible that the impact of COVID-19 could affect the construction and therefore the delivery of our vessels and could also impact the expected trade of our vessels with China following delivery. The Chinese government has recently announced an easing of COVID-19 related restrictions, but we remain subject to risks of the impact of strict containment measures.

Significant cost overruns or delays could adversely affect our results of operations, cash flows and financial condition. Additionally, failure to complete a project on time may result in the delay of revenue from that vessel, and we may continue to incur costs and expenses related to delayed vessels, such as supervision expense and interest expense on the Company’s pre-delivery Financing Arrangements. Failure by New Times to complete and deliver the vessels to us will impact our ability to achieve our ambitions or result in increased costs in connection with relocation and completion of the construction elsewhere. Our rights to claim a refund of pre-delivery installments are guaranteed by reputable financial institutions, but failure of any guarantor to make payment to us of any claim made under these refund guarantees would result in a financial loss to the Company or us losing all or part of our investment, which would adversely affect our overall financial position and have a material adverse effect on our business, results of operations and financial condition. Relatedly, a refund guarantor and/or New Times may dispute our entitlement to a refund, and the refund guarantor’s obligation to pay may become subject to lengthy arbitral or court proceedings, which could have a material adverse impact on our business and our financial conditions.

Our vessels will be employed in a highly competitive market that is capital intensive and highly fragmented. Competition arises primarily from other vessel owners, some of whom have substantially greater resources than we do. Competition for the transportation of dry bulk cargo by sea is intense and depends on price, location, size, age, condition and the acceptability of the vessel and its operators to the charterers. Through our operating subsidiaries, we compete with other vessel owners, and, to a lesser extent, owners of other size vessels. The dry bulk market is highly fragmented. Due in part to the highly fragmented market, competitors with greater resources could enter the dry bulk shipping industry and operate larger fleets through consolidations or acquisitions and may be able to offer lower charter rates and higher quality vessels than we are able to offer. If we are unable to successfully compete with other dry bulk shipping companies and to successfully find continued timely employment of our existing vessel, our business, results of operations and financial condition would be adversely impacted.

Our fleet of 12 vessels will have an aggregate capacity of approximately 2.5 million dwt. We intend to employ our vessels primarily in the index-linked time charter market to large dry bulk operators, commodity traders and end users. We have chartered out six vessels on index linked charters and one on a fixed-rate time charter. However, we may not be successful in finding employment for the rest of our fleet prior to or upon their deliveries to us and any such employment may not be at profitable rates, and we may not be able to maintain continued timely employment of all of our vessels.

We expect we will derive a significant part of our revenues from a limited number of charterers. If one or more of our charterers chooses not to charter our vessels or is unable to perform under one or more charters with us and we are not able to find a replacement charter, we could suffer a loss of revenues that could have a material adverse effect on our business, results of operations and financial condition.

We may be, from time to time, involved in various litigation matters. These matters may include, among other things, contract disputes, personal injury claims, environmental claims or proceedings, asbestos and other toxic tort claims, employment matters, governmental claims for taxes or duties, and other litigation that arises in the ordinary course of our business. The ultimate outcome of any litigation or the potential costs to resolve them may have a material adverse effect on us. Insurance may not be applicable or sufficient in all cases and/or insurers may not remain solvent which may have a material adverse effect on our business, results of operations and financial condition.

We are a holding company and our subsidiaries, which are all wholly owned by us, conduct all of our operations and will own all of our operating assets. As a result, our ability to satisfy our financial obligations and make dividend payments depends on our subsidiaries and their ability to distribute funds to us. In addition, pursuant to the Avic Leasing Arrangement, a dividend or cash or other distributions by our subsidiaries is only allowed if immediately following such payment or distribution there will be maintained in the relevant subsidiary’s account a total amount no less than the higher of (a) $3.6 million, and (b) the aggregate of approximately $2.8 million and the operating expenses for the relevant vessel that are payable within the next six months on a pro forma basis after such payment distribution; and the obligation of each of our subsidiaries to maintain a minimum cash balance in its account equivalent to three months’ charter hire under the applicable CCBFL Leasing and Jiangsu Leasing, which amounts to approximately $1.5 million.

The ability of a subsidiary to make these distributions could be affected by a claim or other action by a third-party, including a creditor, and the laws of the Republic of Liberia, where our subsidiaries are incorporated,

which may in the future regulate the payment of dividends by companies. For a description of the restrictions under the Avic Leasing, CCBFL Leasing and Jiangsu Leasing, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Financing Arrangements.” If we are unable to obtain funds from our subsidiaries, our Board of Directors may exercise its discretion not to declare or pay dividends.

The key trades for our vessels will be Brazil to China and Australia to China and therefore our business depends to some extent on the level of imports and exports to and from China. As China exports considerably more goods than it imports, any reduction in or hindrance to China-based exports, whether due to decreased demand from the rest of the world, an economic slowdown in China, seasonal decrease in manufacturing levels due to the Chinese New Year holiday or other factors, could have a material adverse effect on our business. For instance, the Chinese government has recently implemented economic policies aimed at increasing domestic consumption of Chinese-made goods and national security measures for Hong Kong, which may have the effect of reducing the supply of goods available for export and may, in turn, result in decreased demand for cargo shipping. In recent years, China has experienced an increasing level of economic autonomy and a gradual shift toward a “market economy” and enterprise reform. However, many of the reforms implemented, particularly some price limit reforms, are unprecedented or experimental and may be subject to revision, change or abolition. The level of imports to and exports from China could be adversely affected by changes to these economic reforms by the Chinese government, as well as by changes in political, economic and social conditions or other relevant policies of the Chinese government. Changes in laws and regulations, including with regard to tax matters, and their implementation by local authorities could affect our vessels calling on Chinese ports and could have a material adverse effect on our business, financial condition and results of operations.

In general, under Section 883 of the Code, certain non-U.S. corporations, such as us, are not subject to U.S. federal income tax or branch profits tax on U.S. source income derived from, or incidental to, the international operation of a ship or ships. Applicable U.S. Treasury Regulations generally provide that a non-U.S. corporation will qualify for the benefits of Section 883 if, in relevant part, (i) the country in which the non-U.S. corporation is organized grants an equivalent exemption to corporations organized in the United States in respect of each category of shipping income for which an exemption is being claimed under Section 883 and (ii), for more than half of the days of the year for which the non-U.S. corporation claims the benefits of Section 883, shares of stock of the non-U.S. corporation are primarily and regularly traded on one or more established securities markets.

Whether we qualify for the benefits of Section 883 after this offering may, in certain circumstances, depend on a specified percentage of our common shares being owned, directly or indirectly, by shareholders who meet certain tests, including being resident in the United States or certain other countries. In such circumstances, we would be required to satisfy certain substantiation and reporting requirements to establish that we so qualify, which in turn would require such shareholders (and certain intermediaries through which they indirectly own our common shares) to provide us with certain documentation. The ownership of our common shares may not allow us to so qualify for the benefits of Section 883, or, even if the ownership of our common shares would allow us to so qualify, we may not be able to satisfy the substantiation and reporting requirements that we would need to meet to establish that we so qualify. As a result, there can be no assurance that we will qualify for the benefits of Section 883 for 2023 taxable year or any subsequent taxable year.

If we do not qualify for the benefits of Section 883 for any taxable year, we could be subject to a 4% U.S. federal income tax on the shipping income we derive during the year, on a gross income basis, that is attributable to the transport of cargoes to or from the United States. The imposition of this tax may adversely affect our business and would result in decreased earnings available for distribution to our shareholders. See the “Tax Considerations” section of this prospectus for a more comprehensive discussion of U.S. federal income tax considerations.

A non-U.S. corporation, such as us, will be classified as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for any taxable year if either (i) 75% or more of its gross income consists of passive income (the “income test”) or (ii) 50% or more of its assets (determined on the basis of a quarterly average) is

attributable to assets that produce or are held for the production of passive income (the “asset test”). PFIC status is a factual determination that must be made annually after the close of each taxable year. This determination will depend on, among other things, the composition of our income, assets and operations, as well as the value of our assets (which may be determined, in part, by reference to the public price of our common shares, which may fluctuate significantly), from time to time. Although not free from doubt, we intend to take the position that the contracts entered into to acquire dry bulk vessels that are currently under construction are “active” assets for purposes of the asset test.

Based on the current composition of our income and assets, our expected income and operations and the application of the start-up exception, we believe that we were not a PFIC for our most recent taxable year ending December 31, 2022. There can be no assurance, however, that we will not be classified as a PFIC for the current taxable year or for future taxable years. If we are treated as a PFIC for any taxable year during which a U.S. Holder (as defined below) holds our common shares, such U.S. Holder could be subject to adverse U.S. federal income tax consequences. See “Tax Considerations—U.S. Federal Income Tax Considerations—General—Passive Foreign Investment Company Considerations.”

Tax laws, treaties and regulations are highly complex and subject to interpretation. Consequently, we and our subsidiaries are subject to changing laws, treaties and regulations in and between the countries in which we operate. Our tax expense is based on our interpretation of the tax laws in effect at the time the expense was incurred. A change in tax laws, treaties or regulations, or in the interpretation thereof, could result in a materially higher tax expense or a higher effective tax rate on our earnings. Such changes may include measures enacted in response to the ongoing initiatives in relation to fiscal legislation at an international level such as the Action Plan on Base Erosion and Profit Shifting of the Organization for Economic Co-Operation and Development.

In addition, if any tax authority successfully challenges positions we may take in tax filings, our operational structure, intercompany pricing policies, the taxable presence of our subsidiaries in certain countries or any other situation, or if the terms of certain income tax treaties are interpreted in a manner that is adverse to our structure, or if we lose a material tax dispute in any country, our effective tax rate on our worldwide earnings could increase substantially and our earnings and cash flows from operations could be materially adversely affected.

The Economic Substance Act 2018 and the Economic Substance Regulations 2018 of Bermuda (the “Economic Substance Act” and the “Economic Substance Regulations” respectively) became operative on December 31, 2018. The Economic Substance Act applies to every registered entity in Bermuda that engages in a relevant activity and requires that every such entity shall maintain a substantial economic presence in Bermuda. Relevant activities for the purposes of the Economic Substance Act are banking business, insurance business, fund management business, financing and leasing business, headquarters business, shipping business, distribution and service center business, intellectual property holding business and conducting business as a holding entity.

The Bermuda Economic Substance Act provides that a registered entity that carries on a relevant activity complies with economic substance requirements if (a) it is directed and managed in Bermuda, (b) its core income-generating activities (as may be prescribed) are undertaken in Bermuda with respect to the relevant activity, (c) it maintains adequate physical presence in Bermuda, (d) it has adequate full-time employees in Bermuda with suitable qualifications and (e) it incurs adequate operating expenditure in Bermuda in relation to the relevant activity.

A registered entity that carries on a relevant activity is obliged under the Bermuda Economic Substance Act to file a declaration in the prescribed form (the “Declaration”) with the Registrar of Companies (the “Registrar”) on an annual basis.

If we fail to comply with our obligations under the Bermuda Economic Substance Act or any similar law applicable to us in any other jurisdictions, we could be subject to financial penalties and spontaneous disclosure of information to foreign tax officials in related jurisdictions and may be struck from the register of companies in Bermuda or such other jurisdiction. Any of these actions could have a material adverse effect on our business, results of operations and financial condition.

We rely on information technology systems and networks in our operations and administration of our business. The safety and security of our vessels and efficient operation of our business, including processing, transmitting and storing electronic and financial information, will depend on computer hardware and software systems, which are increasingly vulnerable to security breaches and other disruptions. Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business, results of operations and financial condition.

Our vessels will rely on information systems for a significant part of their operations, including navigation, provision of services, propulsion, machinery management, power control, communications and cargo management. We plan to have in place safety and security measures on our vessels and onshore operations to secure our vessels against cybersecurity attacks and any disruption to their information systems. However, these measures and technology may not adequately prevent security breaches despite our continuous efforts to upgrade and address the latest known threats, which are constantly evolving and have become increasingly sophisticated. If these threats are not recognized or detected until they have been launched, we may be unable to anticipate these threats and may not become aware in a timely manner of such a security breach, which could exacerbate any damage we experience. A disruption to the information system of any of our vessels could lead to, among other things, incorrect routing, collision, grounding and propulsion failure.

Beyond our vessels, we rely on industry accepted security measures and technology to securely maintain confidential and proprietary information maintained on our information systems. However, these measures and technology may not adequately prevent security breaches. The technology and other controls and processes designed to secure our confidential and proprietary information, detect and remedy any unauthorized access to that information were designed to obtain reasonable, but not absolute, assurance that such information is secure and that any unauthorized access is identified and addressed appropriately. Such controls may in the future fail to prevent or detect unauthorized access to our confidential and proprietary information. In addition, the foregoing events could result in violations of applicable privacy and other laws. If confidential information is inappropriately accessed and used by a third-party or an employee for illegal purposes, we may be responsible to the affected individuals for any losses they may have incurred as a result of misappropriation. In such an instance, we may also be subject to regulatory action, investigation or liable to a governmental authority for fines or penalties associated with a lapse in the integrity and security of our information systems.

We may be required to expend significant capital and other resources to protect against and remedy any potential or existing security breaches and their consequences. A cyber-attack could also lead to litigation, fines, other remedial action, heightened regulatory scrutiny and diminished customer confidence. In addition, our remediation efforts may not be successful and we may not have adequate insurance to cover these losses. The unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could have a material adverse effect on our business, results of operations and financial condition.

Additionally, due to Russia’s invasion of Ukraine, we may be subject to elevated cybersecurity risk. Cyberattacks against the Ukrainian government and other countries in the region have been reported in connection with the aforementioned invasion. To the extent such attacks have collateral effects on global critical infrastructure or financial institutions, such developments could adversely affect our business, operating results and financial condition. At this time, it is difficult to assess the likelihood of such threat and any potential impact.

We are subject to numerous data privacy laws, in particular the European Union’s General Data Protection Regulation (2016/679), or the GDPR, which relates to the collection, use, retention, security, processing and transfer of personally identifiable information about our customers and employees in the countries where we operate. The EU data protection regime expands the scope of the EU data protection law to all companies processing data of EEA individuals, imposes a stringent data protection compliance regime, including administrative fines of up to the greater of 4% of worldwide turnover or €20 million (as well as the right to compensation for financial or non-financial damages claimed by any individuals), and includes new data subject rights such as the “portability” of personal data.

Although we are generally a business that serves other businesses, we still process and obtain certain personal information relating to individuals, and any failure by us to comply with the GDPR or other data privacy laws where applicable could result in proceedings or actions against us, which could subject us to significant fines, penalties, judgments and negative publicity.

We procure insurance for our fleet against risks commonly insured against by vessel owners and operators. Our current insurances include hull and machinery insurance, war risks insurance, demurrage and defense insurance and protection and indemnity insurance (which includes environmental damage and pollution insurance). We do not expect to maintain for our vessels and other vessels we may acquire insurance against loss of hire, which covers business interruptions that result from the loss of use of a vessel, except in cases when our vessel transits through or call at high risk areas. We may not be adequately insured against all risks or our insurers may not pay a particular claim. Even if our insurance coverage is adequate to cover our losses, we may not be able to timely obtain a replacement vessel in the event of a loss. Furthermore, in the future, we may not be able to obtain adequate insurance coverage at reasonable rates for our fleet. Our insurance policies also contain deductibles, limitations and exclusions which, although we believe are standard in the shipping industry, may nevertheless increase our costs. If our insurances are not enough to cover claims that may arise, the deficiency may have a material adverse effect on our financial condition and results of operations. We may also be retrospectively subject to calls, or premiums, in amounts based not only on our own claim records but also the claim records of all other members of the protection and indemnity associations through which we receive indemnity insurance coverage for tort liability, including pollution-related liability. Our payment of these calls could result in significant expenses to us.

Pursuant to our Management Agreement, our Manager provides us with certain operational, commercial and management services, including newbuilding supervision and assistance with delivery of vessels, supervising SeaQuest, who is in charge of the supervision of the building process at New Times pursuant to the Supervision Agreement, liaising with flag states and classification societies, finding technical and operational management services for the vessels, and assisting us with procuring insurances for our vessels and operations.

Our operational success depends in part upon our Manager’s satisfactory performance of these services and upon our Manager’s relationships within the industry. Our business would be harmed if our Manager failed to perform these services satisfactorily or if our Manager suffered reputational harm. The Management Agreement has an indefinite duration and may be terminated by either party with one-month written notice. If the Management Agreement were to be terminated or if its terms were to be altered, our business could be adversely affected, as we may not be able to immediately replace the services provided under this agreement, and even if replacement services were immediately available, the terms offered could be less favorable than those under the existing agreements.

Our ability to compete for and enter into charters and to expand our relationships with our existing charterers will depend largely on our relationship with our Manager and its reputation and relationships in the shipping industry. If our Manager suffers material damage to their reputation or relationships, it may harm our ability to:

If our ability to do any of the things described above is impaired, it could have a material adverse effect on our business results, results of operations and financial condition.

In addition, we will rely on the Ship Managers to provide technical management of our vessels, and any failure by such managers to perform such services satisfactorily could impact our operations and our customers.

Pursuant to the Management Agreement, we pay our Manager a management fee based on annual estimates which are calculated based on, among other things, the payroll and infrastructure costs incurred by the Manager in providing its services to the Company in the respective year, adjusted by an applicable mark-up, and payable quarterly in four equal tranches. The management fee will be adjusted annually to account for the difference between estimated and actual costs incurred in such year. Pursuant to the Ship Management Agreements for vessels to be delivered in 2023, we expect to pay to our Ship Managers an average annual fee for each vessel of $150,000, to be revised annually with an expected increase between 2% and 5% per annum, once the vessels have been delivered and are under operation. The fees under the Management Agreement and Ship Management Agreements are payable whether or not our vessels are employed, and regardless of our profitability, and we have no ability to require our Manager and Ship Managers to reduce the fees under such agreements if our profitability decreases.

We have entered into Ship Management Agreements to outsource the technical management of our vessels to Wilhemsen and OSM. There may be conflicts of interest between us and the Ship Managers that may not be resolved in our favor. Our success depends to a significant extent upon the abilities and efforts of our Ship Managers and their ability to hire and retain key members to perform their activities under the Ship Management Agreements. The loss of any of these individuals could adversely affect our business prospects and financial condition.

Our continued success will also depend upon our Ship Managers’ ability to hire and retain key personnel. In crewing our vessels, we require technically skilled employees with specialized training who can perform physically demanding work. Competition to attract and retain qualified crew members is intense due to the increase in the size of the global shipping fleet. If our Manager is not able to obtain higher charter rates to compensate for any crew cost increases, it could have a material adverse effect on our business, results of operations, cash flows and financial condition. As the vessels in our fleet are delivered, we will also need to expand our operational and financial systems and hire new shoreside staff and seafarers to crew our vessels; if our Ship Managers cannot expand these systems or recruit suitable employees, it may have an adverse effect on our results of operations.

Our contracted Chief Executive Officer and Chief Financial Officer, part of the Manager team pursuant to the Management Agreement, participate in other business activities not associated with us, including serving as members of the management team of 2020 Bulkers Ltd., and are not required to work full-time on our affairs. As a result, such contracted executive officers may devote less time to us than if they were not engaged in other business activities and may owe fiduciary duties to the shareholders of both us as well as shareholders of other companies which they may be affiliated with, including 2020 Bulkers Ltd. In addition, we and 2020 Bulkers Ltd. operate dry bulk vessels. This may create conflicts of interest in matters involving or affecting us and our customers and it is not certain that any of these conflicts of interest will be resolved in our favor. Any of the foregoing could have a material adverse effect on our business, results of operations and financial condition.

Our key management functions are carried out by 2020 Bulkers and its ability to render management services will depend in part on its own financial strength. Circumstances beyond our control could impair its financial strength, and because it is a privately held company, information about its financial strength is not fully available, although its parent company, 2020 Bulkers Ltd. is listed on the Oslo Stock Exchange. As a result, we and our shareholders might have little advance warning of financial or other problems affecting our Manager even though any financial or other problems affecting 2020 Bulkers could have a material adverse effect on our business, results of operations and financial condition.

For the substantial financing required for installments under the newbuilding program for the dry bulk carriers, we have entered into the Sale and Leaseback Agreements, which includes pre-delivery financing of the third and fourth installment and certain delivery financing under each Shipbuilding Contract for an estimated amount of $757.6 million. For the four vessels under the 1-4 Shipbuilding Contracts, we have entered into the Avic Leasing for pre-delivery and delivery financing by way of a sale and leaseback financing for a substantial part of the remaining payment obligations. Pursuant to the Avic Leasing, we shall receive financing for the third and fourth pre-delivery installments and the fifth installments under the 1-4 Shipbuilding Contracts. In addition, upon delivery of the relevant vessels from New Times, each buyer (a vessel owning subsidiary of Himalaya Shipping) has agreed to sell its vessel to a special purpose vehicle (SPV) owned by Avic, and the SPVs have agreed to charter the vessel back to its respective buyer subsidiary, under bareboat charters, under which we have the absolute obligation to pay the hire rates irrespective of any contingency (the Hell and High Water Terms), subject to the effective transfer of ownership of the vessels to the SPVs.

In addition to the Avic Leasing, the Company has entered into the CCBFL Leasing (for six vessels) and Jiangsu Leasing (for two vessels), two similar sale and leaseback arrangements to the Avic Leasing that will cover a substantial part of the remaining payment obligations for the eight vessels under the 5-8 and 9-12 Shipbuilding Contracts.

We will be required to pay our Leasing Providers an aggregate amount of lease payments under the lease agreements of approximately $76.2 million per year. If our vessel charters do not provide sufficient revenue to pay the corresponding hire (in addition to our operative, administrative and other expenses), we may be unable to make required payment under our leases which may result in events of default under such arrangements, and eventually, the leasing providers to take control of the vessels. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Financing Arrangements.” which provides an overview of such installments, how they have been financed and how they are intended to be financed going forward.

If we are unable to meet our lease obligations or if some other default occurs under our Sale and Leaseback Agreements or other Financing Arrangements, our lenders could exercise remedies under our Financing Arrangements. We will seek to mitigate such consequences (for example, through re-negotiation of terms), and strive to re-charter or seek remedies from defaulting charterers. However, we have no guarantees that such efforts will be successful to avoid such negative reactions from our lenders, which may have a material adverse effect on our business results, results of operations and financial condition.

Depending on many factors, including market developments, our future earnings, the value of our assets and expenditures for any new projects, we may need additional funds. We may not be able to obtain additional financing at all or on terms acceptable to us. If adequate funds are not available, it could prevent us from realizing potential revenues from prior investments and have a material adverse effect on our business, results of operations and financial condition.

Our existing Credit Arrangements impose, and any future credit facility, financing and leasing agreement may impose, customary operating and financial restrictions on us. These restrictions generally require us to maintain, among other things, minimum cash balance requirements, and limit our ability to incur new indebtedness, among other things, pay dividends. Pursuant to the Bridge Facility, (which we intend to repay with the proceeds of this offering), we may not declare, make or pay any dividends. Under the Avic Leasing, a dividend or other distribution by our subsidiaries is only allowed if immediately following such payment or distribution there will be maintained in the relevant subsidiary’s account a total amount no less than the higher of (i) $3.6 million, and (ii) the aggregate of approximately $2.8 million and the operating expenses for the relevant vessel that are payable within the next six

months on a pro forma basis after such distribution. This may also limit our ability to pay dividends to our stockholders, finance our future operations or pursue business opportunities.

A failure to meet our payment and other obligations or to maintain compliance with the applicable financial covenants could lead to defaults under our Credit Arrangements. Upon an event of default, our Leasing Providers could declare default under our bareboat charters, terminate such arrangements, and any outstanding amounts and unpaid charter hire shall become payable, including other amounts representing the Leasing Providers’ losses as a result for the early termination, as applicable (the “Termination Sum”), upon which payment the vessel will be transferred to our respective subsidiary. If the outstanding amounts are not paid, the vessel may be redelivered to the Leasing Provider, which will also have the right to lease the vessel to any other parties or have absolute discretion to enter into any sale of the relevant vessel and apply the net sale proceeds against the Termination Sum and claim from us for any shortfall. The loss of these vessels would have a material adverse effect on our business, results of operations and financial condition.

We expect to generate all of our revenues in U.S. dollars and the majority of our expenses are also expected to be in U.S. dollars. However, certain limited expenses are currently incurred and expected to be in other currencies. Changes in the value of the U.S. dollar relative to the other currencies or the amount of expenses we incur in other currencies could cause fluctuations in our net income.

Prior to this offering, our common shares have not been listed in a United States stock exchange and have traded on Euronext Growth Oslo and, since April 29, 2022, on the Euronext Expand. We have applied to list our common shares on the Stock Exchange. An active trading market may not develop in the U.S. and, if it does, it may not persist. If an active trading market does not develop, you may have difficulty selling any of our common shares that you buy. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market on the stock exchange, or otherwise or how liquid that market might become. The initial public offering price for the common shares will be determined by negotiations between us and the underwriters and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell our common shares at prices equal to or greater than the price paid by you in this offering.

In addition to the risks described above, the market price of our common shares may be influenced by many factors, some of which are beyond our control, including:

In addition, the stock markets in general have experienced substantial price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of particular companies affected. These broad market and industry factors may materially harm the market price of our common shares, regardless of our operating

performance. In the past, following periods of volatility in the market price of certain companies’ securities, securities class action litigation has been instituted against these companies. This litigation, if instituted against us, could have a material adverse effect on our business, results of operations and financial condition.

Sales of substantial amounts of our common shares in the public market, or the perception that these sales may occur, could cause the market price of our common shares to decline. This could also impair our ability to raise additional capital through the sale of our equity securities. Under our authorized share capital, we are authorized to issue up to 140,010,000 common shares, of which 39,872,857 common shares will be outstanding following this offering, assuming no exercise of the underwriters’ over-allotment option. We and our directors and officers comprising an aggregate of 1.03% of our outstanding share capital as of the date of this prospectus have agreed with the underwriters, subject to certain exceptions, not to offer, sell, or dispose of any shares of our share capital or securities convertible into or exchangeable or exercisable for any shares of our share capital during the 180-day period following the date of this prospectus. Certain of the underwriters may, in their sole discretion and without notice, release all or any portion of the common shares from the restrictions in any of the lock-up agreements described above. Sales of common shares by our shareholders could have a material adverse effect on the trading price of our common shares.

In addition, following the expiration of the lock-up period, certain of our existing shareholders will have the right to demand that we file a registration statement covering the offer and sale of their securities under the Securities Act of 1933 (the “Securities Act”), and such shares will be eligible for sale in the United States at various times after the date of this prospectus under the provisions of Rule 144 under the Securities Act (“Rule 144”) or in offshore transactions in accordance with Regulation S under the Securities Act. Any sales of securities by these shareholders pursuant to a registration statement or otherwise could have a material adverse effect on the trading price of our common shares. We cannot predict the size of future issuances of our common shares or the effect, if any, that future sales and issuances of shares would have on the market price of our common shares.

Future issuances and sales of common shares or other equity securities may have a negative impact on the market price of our common shares. In particular, sales of substantial amounts of our common shares (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our common shares.

The initial public offering price of our common shares will be substantially higher than the as adjusted net tangible book value per share of the outstanding common shares immediately after the offering. Based on an assumed initial public offering price of $5.83 per share (which is the closing price of our common shares on the Euronext Expand on March 27, 2023, converted at an exchange rate equal to NOK 10.43 per $1.00, after deducting estimated underwriting discounts and commissions and expenses of the offering that are payable by us) and our net tangible book value as of December 31, 2022, if you purchase our common shares in this offering, you will pay more for your common shares than the amounts paid by our existing shareholders for their shares and you will suffer immediate dilution of approximately $2.54 per share in as adjusted net tangible book value. As a result of this dilution, investors purchasing shares in this offering may receive significantly less than the full purchase price that they paid for the shares purchased in this offering in the event of a liquidation. For additional information on the dilution that you will experience immediately after this offering, see the section titled “Dilution.”

This offering will have a significant transformative effect on us. We expect to incur significant additional legal, accounting, reporting and other expenses as a result of having U.S. publicly traded common shares. We will also incur costs which we have not incurred previously, including, but not limited to, costs and expenses for directors’ fees, increased directors and officers insurance, investor relations, and various other costs of a U.S. public company.

We also anticipate that we will incur costs associated with corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), as well as rules

implemented by the SEC and the Stock Exchange. We expect these rules and regulations to increase our legal and financial compliance costs and make some management and corporate governance activities more time-consuming and costly, particularly after we are no longer an “emerging growth company.” These rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.

The additional demands associated with being a public company may disrupt regular operations of our business by diverting the attention of some of our contracted senior management team away from revenue producing activities to management and administrative oversight, adversely affecting our ability to attract and complete business opportunities and increasing the difficulty in both retaining professionals and managing and growing our businesses. Any of these effects could harm our business, financial condition and results of operations.

For as long as we are an “emerging growth company” under the recently enacted JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We could be an emerging growth company for up to five years. See “Summary—Implications of Being an Emerging Growth Company.” We intend to take advantage of the reduced reporting requirements and exemptions until we are no longer an emerging growth company or we become a large accelerated filer. We have taken advantage of certain reduced reporting and other requirements in this prospectus. Even if our contracted management concludes that our internal controls over financial reporting are effective, our independent registered public accounting firm may still decline to attest to our management's assessment or may issue a report that is qualified if it is not satisfied with our controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, in connection with our efforts to develop, implement and maintain the necessary procedures and practices related to internal control over financial reporting, we cannot be certain that will be able to maintain adequate controls over our financial processes and reporting in the future, and we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In connection with our efforts to maintain effective internal controls, we will need to hire additional accounting personnel as well as to make additional investments in software and systems. Failure to comply with Section 404 could subject us to regulatory scrutiny and sanctions, impair our ability to raise revenue, cause investors to lose confidence in the accuracy and completeness of our financial reports and negatively affect our share price.

As a foreign private issuer, we are not subject to the same disclosure and procedural requirements as domestic U.S. registrants under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For instance, we are not required to prepare and file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act, we are not subject to the proxy requirements under Section 14 of the Exchange Act, and we are not generally required to comply with Regulation FD, which restricts the selective disclosure of material nonpublic information. In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act. Moreover, we will be permitted to disclose compensation information for our executive officers on an aggregate, rather than an individual, basis because individual disclosure is not required under Bermuda law. We do, however, intend to furnish our shareholders with annual reports containing our financial statements audited by our independent auditors and to make available to our shareholders quarterly reports containing unaudited financial information for each of the first three quarters of each fiscal year.

The Stock Exchange corporate governance listing rules require listed companies to have, among other things, a majority of their board members be independent. As a foreign private issuer, however, we are permitted to follow home country practice in lieu of the above requirement, under which there is no requirement that a majority of our directors be independent. See “Management—Foreign Private Issuer Exemption.”

We will lose our foreign private issuer status if we fail to meet the requirements under U.S. securities laws necessary to avoid loss of foreign private issuer status. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher. We would be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. We may also be required to modify certain of our

policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on the Stock Exchange that are available to foreign private issuers.

We are an “emerging growth company,” as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. We cannot predict if investors will find our common shares less attractive because we will rely on these exemptions. If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our share price may be more volatile.

In addition, under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) for so long as we are an emerging growth company.

Also, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to “opt out” of such an extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

For as long as we take advantage of the reduced reporting obligations, the information that we provide our shareholders may be different from information provided by other public companies.

Drew Holdings, our largest shareholder, owns 38.7%. As a result, this shareholder may be able to influence matters requiring approval by our shareholders, including the election of directors and the approval of amalgamations, mergers or other extraordinary transactions. It may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. The concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive our shareholders of an opportunity to receive a premium for their common shares as part of a sale of our company and might ultimately affect the market price of our common shares.

Certain of our major shareholders may have interests that are different from, or are in addition to, the interests of our other shareholders. In particular, Drew Holdings owns approximately 38.7% of our outstanding shares. There may be real or apparent conflicts of interest with respect to matters affecting such shareholders and their affiliates whose interests in some circumstances may be adverse to our interests.

For instance, Drew Holdings is also a principal shareholder of a number of other large publicly traded companies involved in various sectors of the shipping and oil services industries (the “Drew Related Companies”). In addition, certain of our directors, including Carl Steen and Georgina Sousa, also serve on the boards of one or more of the Drew Related Companies, including but not limited to Golar LNG Limited. There may be real or apparent conflicts of interest with respect to matters affecting Drew and other Drew Related Companies whose interests in some circumstances may be adverse to our interests.

For so long as such shareholders continue to own a significant percentage of our common shares, they will be able to significantly influence the composition of our Board of Directors and the approval of actions requiring shareholder approval through their voting power. Accordingly, for such a period of time, they will have significant

influence with respect to our management, business plans and policies, including the appointment and removal of our officers. In particular, for so long as such shareholders continue to own a significant percentage of our common shares, they may be able to cause or prevent a change of control of our company or a change in the composition of our Board of Directors and could preclude any unsolicited acquisition of our company. The concentration of ownership could deprive you of an opportunity to receive a premium for your common shares as part of a sale of our company and ultimately might affect the market price of our common shares.

Such shareholders and their affiliates engage in a broad spectrum of activities. In the ordinary course of their business activities, they may engage in activities where their interests conflict with our interests or those of our shareholders. For example, they may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, they may have an interest in our pursuing acquisitions, divestitures and other transactions that, in their judgment, could enhance their investment, even though such transactions might involve risks to us and our shareholders. Such potential conflicts may delay or limit the opportunities available to us, and it is possible that conflicts may be resolved in a manner adverse to us or result in agreements that are less favorable to us than terms that would be obtained in arm’s-length negotiations with unaffiliated third parties.

Our principal shareholder is Drew Holdings and certain of our directors are associated with affiliates thereof, including Magni Partners (collectively with Drew Holdings, the “Related Parties”). We maintain commercial relationships with our Related Parties, including the Corporate Support Agreement that is currently in place and under which services continue to be provided to us. Certain of our Related Parties have also provided facilities to us, including our Drew Holdings RCF. Please see the section entitled “Certain Relationships and Related Party Transactions” for more information, including information on the commercial arrangements between us and the Related Parties.

We have not paid any dividends to our shareholders since incorporation. While our Board of Directors has adopted a dividend policy and we expect to return capital to shareholders through monthly cash dividends, our Board of Directors may not declare dividends in the future. Any dividends will be subject to the discretion of our Board of Directors, requirements of Bermuda law and any other applicable laws, our results of operations, financial condition, cash requirements and availability, including requirements under capital expenditure programs, market prospects, contractual limitations under our Financing Arrangements, the ability of our subsidiaries to distribute funds to us and other factors deemed relevant by our Board of Directors. See “Dividends and Dividend Policy,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financing Arrangements” and “Description of Share Capital.” The international dry bulk shipping industry is highly volatile, and we cannot predict with certainty the amount of cash, if any, that will be available for distribution as dividends in any period. Also, there may be a high degree of variability from period to period in the amount of cash that is available for the payment of dividends. We have not adopted a separate written dividend policy to reflect our Board’s policy.

We may incur expenses or liabilities or be subject to other circumstances in the future that reduce or eliminate the amount of cash that we have available for distribution as dividends, including as a result of the risks described herein. If financing is not available to us on acceptable terms, our Board of Directors may determine to finance or refinance acquisitions with cash from operations, which would reduce the amount of any cash available for the payment of dividends.

We are a Bermuda exempted company. As a result, the rights of holders of our common shares are governed by Bermuda law and our memorandum of association and bye-laws. The rights of shareholders under Bermuda law may differ from the rights of shareholders of companies incorporated in other jurisdictions. A number of our directors and some of the named experts referred to in this prospectus are not residents of the United States, and a substantial portion of our assets are located outside the United States. As a result, it may be difficult or impossible for investors to bring an action against us or against these individuals in the United States if they believe that their rights have been infringed under securities laws or otherwise, effect service of process on those persons in the United States or to

enforce in the United States judgments obtained in U.S. courts against us or those persons based on the civil liability provisions of the U.S. securities laws. Even if you are successful in bringing an action of this kind, it is doubtful whether courts in Bermuda will enforce judgments obtained in other jurisdictions, including the United States, against us or our directors or officers under the securities laws of those jurisdictions or entertain actions in Bermuda against us or our directors or officers under the securities laws of other jurisdictions.

We are incorporated under the laws of Bermuda. As a result, our corporate affairs are governed by the Companies Act 1981 of Bermuda, as amended (the “Companies Act”), which differs in some material respects from laws typically applicable to U.S. corporations and shareholders, including the provisions relating to interested directors, amalgamations, mergers and acquisitions, takeovers, shareholder lawsuits and indemnification of directors. Generally, the duties of directors and officers of a Bermuda company are owed to the company only. Shareholders of Bermuda companies typically do not have rights to take action against directors or officers of the company and may only do so in limited circumstances. Class actions are not available under Bermuda law. The circumstances in which derivative actions may be available under Bermuda law are substantially more proscribed and less clear than they would be to shareholders of U.S. corporations. The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, or would result in the violation of the company’s memorandum of association or bye-laws. Furthermore, consideration would be given by a Bermuda court to acts that are alleged to constitute a fraud against the minority shareholders or, for instance, where an act requires the approval of a greater percentage of the company’s shareholders than that which actually approved it.

When the affairs of a company are being conducted in a manner that is oppressive or prejudicial to the interests of some shareholders, one or more shareholders may apply to the Supreme Court of Bermuda, which may make such order as it sees fit, including an order regulating the conduct of the company’s affairs in the future or ordering the purchase of the shares of any shareholders by other shareholders or by the company. Additionally, subject to Section 14 of the Securities Act and Section 29(a) of the Exchange Act, which render void any purported waiver of the provisions of the Securities Act and Exchange Act, respectively, under our bye-laws and as permitted by Bermuda law, each shareholder has waived any claim or right of action against our directors or officers for any action taken by directors or officers in the performance of their duties, except for actions involving fraud or dishonesty pursuant to Section 98 of the Companies Act. In addition, the rights of holders of our common shares and the fiduciary responsibilities of our directors under Bermuda law are not as clearly established as under statutes or judicial precedent in existence in jurisdictions in the United States, particularly the State of Delaware. Therefore, holders of our common shares may have more difficulty protecting their interests than would shareholders of a corporation incorporated in a jurisdiction within the United States.

Subject to Section 14 of the Securities Act and Section 29(a) of the Exchange Act, which renders void any purported waiver of the provisions of the Securities Act and Exchange Act, respectively, our bye-laws contain a broad waiver by our shareholders of any claim or right of action, both individually and on our behalf, against any of our officers or directors. The waiver applies to any action taken by an officer or director, or the failure of an officer or director to take any action, in the performance of his or her duties, except with respect to any matter involving any fraud or dishonesty on the part of the officer or director. This waiver limits the right of shareholders to assert claims against our officers and directors, provided that pursuant to Section 98 of the Companies Act such waiver would not be effective to the extent the act or failure to act involves fraud or dishonesty. This waiver would not be effective as a waiver of the right to sue for violations of the Securities Act or the Exchange Act, the waiver of which would be prohibited by Section 14 of the Securities Act and Section 29(a) of the Exchange Act, respectively; and we do not intend this waiver be effective as a waiver of the right to sue for violations of the Securities Act or the Exchange Act.

Our amended bye-laws provide that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the U.S.

Securities Act of 1933. In the absence of these provisions, under the Securities Act, U.S. federal and state courts have been found to have concurrent jurisdiction over suits brought to enforce duties or liabilities created by the Securities Act. This choice of forum provision will not apply to suits brought to enforce duties or liabilities created by the Exchange Act, which already provides that such federal district courts have exclusive jurisdictions over such suits. Additionally, investors cannot waive the Company’s compliance with federal securities laws of the United States and the rules and regulations thereunder.

The choice of forum provision contained in our amended bye-laws may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or its directors, officers or other employees, which may discourage such lawsuits against the Company and its directors, officers and other employees. However, the enforceability of similar choice of forum provisions in other companies’ governing documents has been challenged in recent legal proceedings, and it is possible that a court in the relevant jurisdictions with respect to the Company could find the choice of forum provision contained in our amended bye-laws to be inapplicable or unenforceable. While the Delaware Supreme Court ruled in March 2020 that U.S. federal forum selection provisions purporting to require claims under the Securities Act be brought in a U.S. federal court are “facially valid” under Delaware law, there can be no assurance that the courts in Norway and Bermuda, and other courts within the United States, reach a similar determination regarding the choice of forum provision contained in our amended bye-laws. If the relevant court were to find the choice of forum provision contained in our amended bye-laws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition and operating results.

Our bye-laws contain provisions that could make it more difficult for a third-party to acquire us without the consent of our Board of Directors. These provisions provide for:

These provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many shareholders. As a result, shareholders may be limited in their ability to obtain a premium for their shares.

This prospectus contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this prospectus can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others.

Forward-looking statements appear in a number of places in this prospectus and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management.

Forward-looking statements include such matters as:

Additionally, such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified under the section entitled “Risk Factors” in this prospectus. These risks and uncertainties include factors relating to:

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

We expect to receive total estimated net proceeds of approximately $40.8 million (or $47.2 million if the underwriters exercise in full their option to purchase additional common shares), assuming an initial public offering price of $5.83 per common share, which is the closing price of our common shares on the Euronext Expand on March 27, 2023, converted at an exchange rate equal to NOK 10.43 per $1.00, after deducting estimated underwriting discounts and commissions and expenses of the offering that are payable by us.

We intend to use the net proceeds from this offering for general corporate purposes, which may include funding acquisitions of vessels on order or maintaining liquidity, repayment of indebtedness and funding our working capital needs. We will have broad discretion in allocating the net proceeds from this offering. In particular we intend to use the proceeds of the offering primarily to (i) repay $7.5 million drawn under our Bridge Facility to fund working capital requirements, (ii) repay $2.5 million to our Ship Managers relating to advanced short-term funding provided to us to cover actual costs and expenses arising from or in connection with the Ship Management Agreements, (iii) pay $0.48 million relating to the remaining cost of scrubbers relating to the third and fourth vessels with hull numbers 0120835 and 0120836, respectively, under the 1-4 Shipbuilding Contract, (iv) pay $19.2 million relating to the costs to install scrubbers on eight of our vessels under the 5-8 and 9-12 Shipbuilding Contracts, unless the Company secures debt financing for the cost to install scrubbers on such eight vessels, (v) pay $8.1 million of loan fees to be paid to the Leasing Providers, and (vi) pay $1.35 million relating to support fees to be paid to Magni in connection with the delivery of the first two vessels from New Times.

The Bridge Facility being repaid matures on September 1, 2023 and bears interest at a rate which is the aggregate of certain margin per annum and SOFR, and has a total outstanding balance of $7.5 million as of the date of this prospectus. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financing Arrangements—Bridge Facility.”

The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business and customer base. Pending their use, we intend to invest the net proceeds of this offering in short-term, investment grade, interest-bearing instruments or hold them as cash.

Each $1.00 increase (decrease) in the public offering price per common share would increase (decrease) our net proceeds, after deducting estimated underwriting discounts and commissions and expenses, by approximately $7.4 million, assuming the number of common shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million in the number of common shares we are offering would increase (decrease) the net proceeds to us from this offering, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, by approximately $5.8 million, assuming the assumed initial public offering price stays the same.

Although we currently anticipate that we will use the net proceeds from this offering as described above, there may be circumstances where a reallocation of funds is necessary. The amounts and timing of our actual expenditures will depend upon numerous factors, including the factors described in the section entitled “Risk Factors” in this prospectus. Accordingly, our management will have flexibility in applying the net proceeds from this offering.

Under our bye-laws, our Board of Directors may declare cash dividends or distributions. We are subject to Bermuda legal constraints that may affect our ability to pay dividends on our common shares and make other payments. Under Bermuda law, a company may not declare or pay dividends if there are reasonable grounds for believing that: (i) the company is, or would after the payment be, unable to pay its liabilities as they become due; or (ii) the realizable value of its assets would thereby be less than its liabilities.

Since we are a holding company with no material assets other than the shares of our subsidiaries through which we conduct our operations, our ability to pay dividends will depend on our subsidiaries distributing their earnings and cash flow to us. In addition, certain covenants under our existing Avic Leasing subject dividends to certain conditions which if not met would require the approval of Avic prior to the distribution of any dividend. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Financing Arrangements.”

We have not paid any dividends to our shareholders since our incorporation. Our Board of Directors has adopted a dividend policy to distribute monthly dividends to our shareholders once our vessels generate sufficient cash flow allowing such payments. Any future determination related to our dividend policy will be subject to the discretion of our Board of Directors, requirements of Bermuda law and other applicable laws, our results of operation, financial condition, cash requirements and availability, including requirements under capital expenditure programs, market prospects, contractual restrictions under our Financing Arrangements, the ability of our subsidiaries to distribute funds to us and other factors deemed relevant by our Board of Directors. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financing Arrangements” and “Description of Share Capital.” We have not adopted a separate written dividend policy to reflect our Board’s policy.

Although we are incorporated in Bermuda, we are classified as a non-resident of Bermuda for exchange control purposes by the Bermuda Monetary Authority. Other than transferring Bermuda Dollars out of Bermuda, there are no restrictions on our ability to transfer funds into or out of Bermuda to pay dividends to U.S. residents who are holders of our common shares or other non-resident holders of our common shares in currency other than Bermuda Dollars.

The table below sets forth our cash and cash equivalents and total capitalization as of December 31, 2022:

Investors should read this table in conjunction with the sections titled “Summary Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements, and the related notes thereto, included in this prospectus.

If you invest in our common shares, your interest will be diluted to the extent of the difference between the initial public offering price per share and the net tangible book value per share after this offering.

After giving effect to the sale by us of the 7,720,000 common shares offered by us in the offering, and considering an offering price of $5.83 per common share (the last reported sale price of our common shares on the Euronext Expand), after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, as described in “Use of proceeds”, our “as adjusted” net tangible book value estimated at December 31, 2022 would have been approximately $131.1 million, representing $3.29 per share. This represents an immediate increase in net tangible book value of $0.48 per share to existing shareholders and an immediate dilution in net tangible book value of $2.54 per share to new investors purchasing common shares in this offering. Dilution for this purpose represents the difference between the price per common shares paid by these purchasers and net tangible book value per common share immediately after the completion of the offering.

The following table illustrates this dilution to new investors purchasing common shares in the offering.

Each $1.00 increase (decrease) in the offering price per common share, respectively, would increase (decrease) the net tangible book value after this offering by $0.18 per common share and the dilution to investors in the offering by $0.82 per common share.

The following table summarizes the total number of common shares purchased from us, the total cash consideration paid to us, and the average price per share paid by existing owners and by investors in this offering. The table below reflects an assumed initial public offering price of $5.83 per share (which is the closing price of our common shares on the Euronext Expand on March 27, 2023, converted at an exchange rate equal to NOK 10.43 per $1.00) for common shares purchased in this offering and excludes underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the offering price per common share, respectively, would increase (decrease) total consideration paid by investors in this offering and total consideration paid by all shareholders by approximately $7.4 million.

The foregoing tables assume no exercise of the underwriters’ option to purchase additional common shares. If the underwriters exercise their option to purchase additional common shares, there will be further dilution in the aggregate to new investors.

The dilution information above is for illustrative purposes only. Our as adjusted net tangible book value following the consummation of this offering is subject to adjustment based on the actual initial public offering price of our common shares and other terms of this offering determined at pricing.

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes thereto, included elsewhere in this prospectus, as well as the information presented under “Presentation of Financial and Other Information” and “Summary Financial Information.” The following discussion and analysis include forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed or implied by the forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed elsewhere in this prospectus. See in particular “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”

Founded in March 2021, for the purpose of operating high-quality dry bulk vessels in the range of 210,000 dwt, we are a newly formed company with one Newcastlemax dry bulk vessel in operation and contracts to acquire 12 vessels of the same type under construction at New Times Shipyard in China, with dual fuel LNG technology, fuel-saving devices and scrubbers, of which two vessels were delivered on March 2 and March 9, 2023, respectively, and are currently in operation. We believe that the installation of scrubbers on all our vessels, together with dual fuel LNG technology, will make our vessels more fuel efficient, cost effective and environmentally friendly as compared to older dry bulk vessels without these features, and make our fleet more attractive to charterers. The vessels are estimated to be delivered between April 2023 and July 2024 and will have an aggregate carrying capacity of 2.5 million dwt. The acquisition of these vessels has been financed in a substantial portion through a combination of equity capital and sale and leaseback financing.

Our vessels will operate worldwide, with key trades for our Newcastlemax carriers being Brazil to China and Australia to China.

Our vessels will transport a broad range of major bulk commodities, including iron ore, coal, and bauxite, across global shipping routes. We plan to employ our vessels on index-linked rate time charters, fixed rate time charters or voyage charters, with counterparties that will typically be large dry bulk operators, commodity traders and end users.

Currently, five of our vessels under construction have been chartered out on index-linked rate time charters for periods of between 24 to 38 months, plus certain extension options, and we have chartered the first vessel with hull number 0120833 on a fixed-rate time charter at $30,000 per day, gross, for two years, and the second vessel with hull number 0120834 on an index-linked time charter for such same period. For further details, see terms and conditions of the charter agreements under “Business—Charter Agreements.” We expect to charter the remaining vessels prior to their respective deliveries from New Times.

Our strategy is to maximize shareholder returns from our fleet of 12 Newcastlemax vessels once the vessels are delivered by New Times Shipyard. We plan to return capital to the shareholders in the form of monthly dividends. However, any dividends will be subject to the discretion of our Board of Directors, requirements of Bermuda law and other applicable laws, our results of operation, financial condition, cash requirements and availability, including requirements under capital expenditure programs, market prospects, contractual restrictions under our Financing Arrangements, the ability of our subsidiaries to distribute funds to us and other factors deemed relevant by our Board of Directors. See “Dividends and Dividend Policy,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financing Arrangements” and “Description of Share Capital.”

Our results of operations will be affected by a range of factors many of which are beyond the Company’s control. Our future results may not be comparable to our historical results of operations for the periods presented. In addition, when evaluating our historical results of operations and assessing our prospects in the periods under review, you should consider the factors discussed below.

We have entered into contracts to acquire 12 Newcastlemax dry bulk vessels, of which two vessels were delivered on March 2 and March 9, 2023, respectively. 10 are currently under construction at New Times Shipyard in China and are

estimated to be delivered between April 2023 and July 2024. These vessels will have an aggregate carrying capacity of 2.5 million dwt. The Shipbuilding Contracts have had a significant impact on our balance sheet during the periods presented in our Consolidated Financial Statements.

We depend on New Times’ ability to perform its obligations under the Shipbuilding Contracts. As security to all payments made by us prior to the delivery of our vessels, New Times has provided refund guarantees to each of our subsidiaries covering all of the pre-delivery installments paid, or to be paid, under each of the Shipbuilding Contracts, two of which have been provided by Bank of China (Jiangsu Branch) and ten of which have been provided by The Agricultural Bank of China (Jiangsu Branch) (all together, the “Refund Guarantees”). Default or non-performance by New Times of its obligations may have material adverse consequences. See “Risk Factors—We are subject to risks with respect to our counterparties on contracts, and failure of such counterparties to meet their obligations could cause us to suffer losses or negatively impact our business, results of operations and financial condition.”

The technical operation of our vessels by third party ship management companies have, or will have, a significant impact on the vessels’ economic life. Technical risks will always be present and there can be no guarantee that the ship management companies will perform their duties according to Ship Management Agreements. Failure to adequately maintain the technical operation of a vessel may adversely impact our operating results.

The total average purchase price, including estimated variation orders, Address Commissions and the cost of scrubbers we are installing on each of our vessels is $71.6 million. As of March 27, 2023, we have paid $277.2 million for certain pre-delivery installments under the Shipbuilding Contracts (including amounts paid by our Leasing Providers and Magni on our behalf), with the remaining installments totaling $582.5 million, and we have financing for substantially all of the remaining payments under the Shipbuilding Contracts, other than the cost of scrubbers we are installing on our vessels with respect to eight vessels under the 5-8 and 9-12 Shipbuilding Contracts.

As of March 27, 2023, the outstanding commitments under the Shipbuilding Contracts for the 12 newbuildings are as follows:

We have entered into Sale and Leaseback Agreements with our Leasing Providers to finance a significant part of the remaining purchase price of our 12 vessels, including the financing of a significant part of the purchase price of the vessel already delivered, equivalent to the pre-delivery financing of the third and fourth installments, at a fixed rate interest rate of 5% per annum (to be paid for each of the third and fourth instalment), and the delivery financing of the fifth installment under each of the Shipbuilding Contracts. Upon delivery, each vessel will be, or has been, sold to an SPV owned by the Leasing Providers, and each SPV has agreed to charter back the vessels back, under bareboat charters, under Hell and High Water Terms, subject to the effective transfer of ownership of the vessels to the SPVs.

In addition, the interest expenses we incur on the outstanding indebtedness under our existing Sale and Leaseback Agreements are included in our financial costs. Financial costs also include amortization of other loan issuance costs incurred in connection with establishing such facilities. We will incur additional interest expenses and other borrowing costs in the future on our outstanding borrowings and under future borrowings, particularly to cover our working capital requirements or payments of the sixth installments under the Shipbuilding Contracts relating to the extra cost for the installation of scrubbers. For additional details of our Financing Arrangements, see “—Liquidity and Capital Resources—Financing Arrangements.”

We have started to generate revenues from the first two vessels recently delivered to us and we expect to generate more revenues as our remaining contracted newbuilding vessels are delivered in 2023 and 2024 pursuant

to their respective Shipbuilding Contracts, which will be driven primarily by the amount of daily charter hire that they earn under time charters (or the amount of time charter equivalent they earn if employed on a voyage basis) and by the number of operating days during which they generate revenues.

A significant part of our fleet is to be employed on the index-linked rate time charter contracts.

During 2022 and 2021, we have no vessel operating costs and the majority of our general and administrative costs relate to legal and advisory fees, expenses relating to our listing on Euronext Expand and management fees. When the vessels start being delivered to us, we will incur operating costs as follows:

The principal factors which will affect our future results of operations include:

We will derive our earnings from time charters and voyage charters of our vessels. The dry bulk industry has historically been highly cyclical, experiencing volatility in profitability, vessel values and freight rates.

Vessel operating costs are the direct costs associated with running a vessel and include crew costs, vessel supplies, repairs and maintenance, dry dockings, lubricating oils, insurance and management fees.

We may incur impairment losses in the future. An impairment loss on a newbuilding under construction is recognized when the estimated cost of completion, being the aggregate of the carrying value, the remaining installments to be paid, the estimated newbuilding supervision costs and the estimated capitalized interest at the assessment day, exceeds the estimated future net undiscounted cash flows expected to be earned over the estimated useful life of the newbuilding upon its delivery. An impairment loss on a vessel that has been delivered is recognized when the vessel’s carrying value exceeds the estimated future net undiscounted cash flows expected to be earned over the remaining estimated useful life of the vessel.

We may also incur losses from uncollectible receivables. Such losses are accrued when information is available before the financial statements are issued that indicates that it is probable that a receivable will not be collected.

Administrative expenses are comprised of general corporate overhead expenses, including personnel costs, property costs, audit fees, legal and professional fees, stock compensation costs and other general administrative expenses. Personnel costs may include, among other things, salaries, pension costs, fringe benefits, travel costs and health insurance. In addition, upon completion of this offering, we expect to incur direct, incremental general and administrative expenses as a result of our being a publicly traded company in the United States, including costs associated with hiring personnel for positions created as a result of our U.S. public company status, costs associated with publishing annual and interim reports to shareholders consistent with SEC and Stock Exchange requirements, expenses relating to compliance with the rules and regulations of the SEC, expenses related to compliance with the listing standards of Stock Exchange and the costs of independent director compensation. These incremental general and administrative expenses related to being a publicly traded company in the United States are not included in our historical consolidated results of operations.

Depreciation, or the periodic costs charged to our income for the reduction in usefulness and long-term value of our vessels, is also related to the number of vessels we will own or lease. We will depreciate the cost of vessels we own or have recorded on the balance sheet in failed sale leaseback transactions, less their estimated residual value, over their estimated useful life on a straight-line basis. We will depreciate the cost of vessels held under a finance lease over the term of the lease. No charge is made for depreciation of vessels under construction until they are delivered.

Interest costs are capitalized on all qualifying assets that require a period of time to get them ready for their intended use. Qualifying assets consist of our vessels under construction. The interest capitalized is calculated using our weighted average cost of borrowings, from commencement of the asset development until substantially all the activities necessary to prepare the asset for its intended use are complete. The Company does not capitalize amounts beyond the actual interest expense incurred in the period.

In March 2020, the World Health Organization declared COVID-19 a global pandemic. The COVID-19 outbreak has reached across the globe, resulting in the implementation of significant governmental measures, including lockdowns, closures, quarantines, and travel bans intended to control the spread of the virus. While some of these measures have been relaxed in certain parts of the world, ongoing social distancing measures, and future prevention and mitigation measures, as well as the potential for some of these measures to be reinstituted in the event of repeat waves of the virus and any variants, are likely to have an adverse impact on global economic conditions and consumer confidence and spending, and could materially adversely affect global economic conditions, which could in turn impact demand for dry bulk shipping.

Our newbuilding vessels are being built in China and we expect our trade routes will include China. The Chinese government has pursued “Dynamic zero COVID-19 cases” by adopting strict disease containment measures, including lock-down in certain cities and areas with rapidly rising COVID-19 cases and infection risks. There has been no impact on the construction of our newbuildings to date; however, it remains possible that the impact of COVID-19 could affect the construction and therefore the delivery of our vessels and could also impact the expected trade of our vessels with China following delivery. The Chinese government has recently announced an ease of COVID-19 related restrictions, which are expected to increase economic activity and import demand, but we remain subject to risks of the impact of strict containment measures.

We have entered into Sale and Leaseback Agreements with our Leasing Providers to finance a significant part of the remaining purchase price of our 12 vessels, including the financing of a significant part of the purchase price of the vessels already delivered. Upon delivery, each vessel will be, or has been, sold to an SPV owned by the Leasing Providers, and each SPV has agreed to charter back the vessels back, under bareboat charters, which we have the absolute obligation to pay the hire rates irrespective of any contingency (the Hell and High Water Terms), subject to the effective transfer of ownership of the vessels to the SPVs. For more details of our Financing Arrangements and the terms and conditions thereunder, see “Liquidity and Capital Resources—Financing Arrangements—Sale and Leaseback Agreements.”

Under the Sale and Leaseback Agreements, the average bareboat rate per day is currently $17,408 per vessel.

When a sale and leaseback transaction does not qualify for sale accounting, the transaction is accounted for as a financing transaction by the seller-lessee. To account for a failed sale and leaseback transaction as a financing arrangement, the seller-lessee does not derecognize the underlying asset; the seller-lessee continues depreciating the asset as if it was the legal owner. The sales proceeds received from the buyer-lessor are recognized as a financial liability. A seller-lessee will make rental payments under the leaseback. These payments are allocated between interest expense and principal repayment of the financial liability. The amount allocated to interest expense is determined by the incremental borrowing rate or imputed interest rate.

We expect that the Sale and Leaseback Agreements will be accounted for as financing arrangements.

The following table summarizes our results of operations for the year ended December 31, 2022 and period ended December 31, 2021.

We did not have any revenues in the year ended December 31, 2022 and period ended December 31, 2021, as for these periods we did not own any vessels. We expect to generate revenues starting in 2023 upon commencement of the delivery of our newbuilding vessels. Future revenues will be driven primarily by the amount of daily charter hire that such vessels earn under time charters (or the amount of time charter equivalent they earn if employed on a voyage basis) and by the number of operating days during which they generate revenues.

General and administrative expenses were $2.0 million for the year ended December 31, 2022, compared to $1.0 million for the period ended December 31, 2021. Our G&A expenses for both periods reflect the startup nature of our operations and mainly relate to listing expenses in Euronext Growth and Euronext Expand, legal fees, share based compensation expenses and fees payable under our Management Agreement with 2020 Bulkers.

Net financial expense was nil for both the year ended December 31, 2022 and the period ended December 31, 2021. We had $74.9 million and nil of outstanding borrowings under our Financing Arrangements at December 31, 2022 and December 31, 2021, respectively. In 2022, interest expense of $1.8 million was capitalized within newbuilding cost.

Net loss was $(2.0) million for the year ended December 31, 2022 compared to $(1.0) million for the period ended December 31, 2021. This increase is directly a result of the increase in general and administrative expenses described above.

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Certain accounting policies involve judgments and uncertainties to such an extent that there is a reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. We evaluate our estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

While our significant accounting policies are more fully described in the notes to our consolidated financial statements appearing elsewhere in this prospectus, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating our financial condition and results of operations. For a more complete discussion of our accounting policies, see Note 2—“Basis of Preparation and Significant Accounting Policies” to our Consolidated Financial Statements.

The carrying values of our newbuilding vessels may not represent their fair market value at any point in time since the cost of newbuildings tends to fluctuate with changes in charter rates. Historically, both charter rates and vessel values tend to be cyclical. The carrying amounts of newbuildings under construction are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a particular vessel or newbuilding may not be fully recoverable. Such indicators may include depressed spot rates and depressed second-hand vessel values. We assess recoverability of the carrying value of each asset or newbuilding on an individual basis by estimating the future undiscounted cash flows expected to result from the asset, including any remaining construction costs for newbuildings, and eventual disposal. If the future net undiscounted cash flows are less than the carrying value of the asset, or the current carrying value plus future newbuilding commitments, an impairment loss is recorded equal to the difference between the assets’ or newbuildings carrying value and fair value. Fair value is estimated based on values achieved for the sale/purchase of similar vessels and appraised valuations. In addition, long-lived assets to be disposed of are reported at the lower of carrying amount and fair value less estimated costs to sell.

In developing estimates of future cash flows, we must make assumptions about future performance, with significant assumptions being related to charter rates, ship operating expenses, utilization, dry docking requirements, residual value and the estimated remaining useful lives of the vessels. These assumptions are based on historical trends as well as future expectations. Specifically, in estimating future charter rates, management takes into consideration estimated daily time charter equivalent rates over the estimated remaining lives of each of the vessels. The estimated daily time charter equivalent rates used are based on a combination of (i) trading exchange forecasts for five years and (ii) estimate of implied charter rates based on the broker values received from third-party brokers on a quarterly basis. The implied rate is a calculated rate for each vessel based on the charter rate the vessel would need to achieve, given our expected future operating costs and discount factors that once discounted would equate to the average broker values. We then use the resultant undiscounted cash flows in our model. Recognizing that the transportation of dry bulk cargoes is cyclical and subject to significant volatility based on factors beyond our control, management believes the use of estimates based on the combination of internally forecasted rates and calculated average rates as of the reporting date to be reasonable. We believe that the estimated future undiscounted cash flows expected to be earned by each of our newbuilding vessels over their remaining estimated useful life will exceed the vessels’ carrying value as of December 31, 2022, plus estimated costs to complete and accordingly, has not recorded an impairment charge.

Estimated outflows for operating expenses and dry docking requirements are based on estimations and budgeted costs and are adjusted for assumed inflation. Finally, utilization is based on historical levels achieved and estimates of a residual value are consistent with the pattern of scrap rates used in management’s evaluation of salvage value.

Significant factors that could impact management’s assumptions regarding cash flows include (i) loss or reduction in business from significant customers, (ii) unanticipated changes in demand for transportation of dry bulk cargoes, (iii) greater than anticipated levels of newbuilding orders or lower than anticipated levels of vessel scrappings, and (iv) changes in rules and regulations applicable to the dry bulk industry, including legislation adopted by international organizations such as the IMO and the European Union or by individual countries.

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Actual results could differ from those estimates.

Our financial statements have been prepared on a going concern basis. We are dependent on debt financing and equity financing to finance the scrubber installation under our Shipbuilding Contracts and working capital requirements which raises substantial doubt about the Company’s ability to continue as a going concern. As of

December 31, 2022, the Company has not commenced operations, has cash and cash equivalents of $0.3 million and a working capital deficit of $24.3 million, which is the difference between total current assets minus total current liabilities. The Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty.

We are planning to raise financing through the offering contemplated by this prospectus. Assuming debt financing for scrubber installation and/or additional equity financing, based on our track record in terms of raising equity, we believe we will be able to meet anticipated liquidity requirements for our business for at least the next twelve months as of the date of our Consolidated Financial Statements for the year ended December 31, 2022. There is no assurance that we will be able to execute this scrubber financing.

We operate in a capital-intensive industry and have substantially financed our purchase of newbuildings through a combination of equity capital, sale and leaseback financing. We have not yet secured financing for (i) the remaining cost of scrubbers relating to the third and fourth vessels with hull numbers 0120835 and 0120836, respectively, under the 1-4 Shipbuilding Contract, (ii) the cost to install scrubbers on eight of our vessels under the 5-8 and 9-12 Shipbuilding Contracts, expected to be $19.2 million in the aggregate, and (iii) our working capital requirements in the upcoming months, and we intend to use a portion of the proceeds of this offering to fund a certain part of the costs to install scrubbers as described in (i) and (ii), as well as our working capital requirements.

Our ability to generate adequate cash flows on a short and medium-term basis will depend substantially on the trading performance of our vessels when delivered in the market. Periodic adjustments to the supply of and demand for dry bulk vessels cause the industry to be cyclical in nature.

We expect continued volatility in dry bulk market rates for our vessels in the foreseeable future with a consequent effect on our short and medium-term liquidity.

Our cash and cash equivalents are held in U.S. dollars.

Our short-term liquidity requirements relate to funding working capital requirements, payment of newbuilding installments, and, following the delivery of our vessels, will include lease payments under our Sale and Leaseback Agreements. Sources of short-term liquidity include cash, amounts available under (i) our $15 million Drew RCF, which drawings shall be only allowed until December 31, 2023, (ii) our $15 million Bridge Facility, and (iii) the proceeds of this offering and, following the delivery of our vessels, will include payments from customers under charters. In addition, our Sale and Leaseback Agreements contain debt incurrence covenants which could limit our ability to raise debt financing to meet liquidity or other capital requirements.

As of December 31, 2022, we were in compliance with all of our covenants in each of our Financing Arrangements.

As of December 31, 2022, we had cash and cash equivalents of $0.3 million.

As of March 27, 2023, the remaining required payments for our 12 Shipbuilding Contracts amounted to $582.5 million. Under the Sale and Leaseback Agreements, the Company has committed financing for the pre-delivery and delivery installments under each Shipbuilding Contracts for an estimated amount of $562.0 million to cover its remaining obligations under the Shipbuilding Contracts, other than for the sixth installments under these contracts relating to the extra cost for the installation of scrubbers in eight of our vessels under the 5-8 and 9-12 Shipbuilding Contracts.

Our medium and long-term liquidity requirements include lease payments for our vessels and working capital requirements.

We will not generate cash from operating activities until delivery and chartering of our vessels. The following table summarizes our cash flows from operating, investing and financing activities for the periods indicated:

Net cash used in operating activities increased by $0.9 million to $1.4 million for the year ended December 31, 2022 compared to $0.5 million for the period ended December 31, 2021. The increase was primarily due to higher general and administrative expenses for the year ended December 31, 2022 compared to the period ended December 31, 2021.

Net cash used in investing activities was $78.3 million for the year ended December 31, 2022, reflecting capitalized interest, supervision cost and pre-delivery cost on our vessels under construction. $13.7 million of newbuilding installments have been classified as non-cash additions for the year ended December 31, 2022, based on newbuild liabilities owed to the Shipyard included in accounts payable as of December 31, 2022.

Net cash used in investing activities was $68.8 million for the period ended December 31, 2021, which primarily related to cash used on our newbuilding vessels installments. $13.6 million of newbuilding installments have been classified as non-cash payments in the period ended December 31, 2021 relating to a contribution by Magni as discussed under “Equity Issuances” below.

Net cash provided by financing activities was $68.7 million for the year ended December 31, 2022 and primarily related to amounts drawn by the Company under our Sale and Leaseback Agreements, in connection with the installments to be paid under our Shipbuilding Contracts.

Net cash provided by financing activities of $80.6 million in the period ended December 31, 2021 related to net proceeds received from the private placements completed during 2021. See “—Equity Issuances” below.

Upon our incorporation on March 17, 2021, we issued 10,000 shares at a subscription price of $1.00 per share.

On June 15, 2021, we issued 15,000,000 common shares to Magni at a subscription price of $1.00 per share in exchange for (i) a contribution by Magni of receivables in the aggregate amount of $13.6 million, which related to receivables due to Magni in connection with a loan made by Magni to pay the first installments under the 1-4 Shipbuilding Contract, and (ii) a capital contribution of $1.4 million in cash from Magni.

On July 16, 2021, we completed a private placement of 10,000,000 shares at a subscription price of $3.00 per share, raising gross proceeds of $30 million, a significant portion of which was (together with the proceeds of equity financings) used to finance the first and second installments of the Shipbuilding Contracts totaling $82.1 million.

On October 11, 2021, we completed a private placement of 7,142,857 shares at a subscription price of $7.00 per share, raising gross proceeds of $50 million, a significant majority of which was used to finance the first and second installments of the Shipbuilding Contracts totaling $82.1 million.

Pursuant to the Shipbuilding Contracts, we agreed to acquire 12 vessels for an average purchase price of $69.3 million per vessel to be paid in four pre-delivery installments for each vessel, in the amount equal to approximately 5%, 5%, 10% and 10% of the initial purchase price of each vessel, respectively, with the remaining delivery installments, in the amount of approximately 70% of the initial purchase price payable upon the delivery of each vessel. The total average purchase price, including estimated variation orders, Address Commissions and the cost of scrubbers we are installing on each of our vessels is $71.6 million.

We have paid (including amounts paid by our Leasing Providers and Magni on our behalf): (i) the four pre-delivery installments on vessels No. 0120833, 0120834, 0120835, and 0120836, under the 1-4 Shipbuilding Contracts, in total amount equal to $81.5 million; (ii) the fifth and six installments on vessels No. 0120833 and 0120834 under the 1-4 Shipbuilding Contracts, in total amount equal to $99.9 million; (iii) the first, second, third and fourth installments on vessels No. 0120837 and 0120838 under the 5-8 Shipbuilding Contract, in total amount equal to $41.05 million; (iv) the first, second and third installments on vessels No. 0120839 and 0120840 under the 5-8 Shipbuilding Contracts, in the total amount equal to $27.3 million; and (v) the first and second installments on vessels No. 0120841, 0120842, 0120843 and 0120844, under the 9-12 Shipbuilding Contracts, as applicable, in total amount equal to $27.6 million. The two first installments on each vessel were financed with equity raised by the Company in 2021 and payment made by Magni (see “—Equity Issuances” above) and we subsequently entered into the Avic Leasing Arrangement, CCBFL Leasing Arrangement and Jiangsu Leasing Arrangement to finance the substantial part of the remaining financing required under the Shipbuilding Contracts, which includes pre-delivery financing of the third and fourth installment, at a fixed rate of 5%, and the delivery financing of the fifth installment under each Shipbuilding Contract, and which excludes the cost of scrubbers we are installing on each of our vessels, except for the cost of scrubbers for the first four vessels under the 1-4 Shipbuilding Contracts. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Financing Arrangements.”

Pursuant to the Sale and Leaseback Agreements, we shall receive pre-delivery financing at a fixed interest rate of 5% per annum for the third and fourth pre-delivery instalments of the Shipbuilding Contracts.

Set forth below is an overview of our Sale and Leaseback Agreements. The aggregate amount of lease payments under the lease agreements for all our vessels is approximately $76.2 million per year.

For the four vessels under the 1-4 Shipbuilding Contracts, we entered into agreements with Avic International Leasing Co. Ltd., which covers a substantial part of the remaining payment obligations. Pursuant to the Avic Leasing, we shall receive financing for the remaining delivery installments under the 1-4 Shipbuilding Contracts, including the financing of 90% of the scrubber costs related to the four vessels under such contracts. As of March 27, 2023, an aggregate amount of $154.5 million was paid by Avic, on behalf of the Company, to New Times for the respective vessels. The sale and leaseback arrangement is accounted for as a financing transaction.

In addition, upon delivery of the relevant vessels from New Times, each buyer (a vessel-owning subsidiary of Himalaya Shipping) shall sell, or have sold, its vessel to a special purpose vehicle (SPV) owned by Avic, and charter the vessel back to our subsidiaries, on bareboat charters, on Hell and High Water Terms, subject to the effective transfer of ownership of the vessels to the SPVs. Accordingly, the first vessel recently delivered by New Times was sold to an Avic SPV and immediately thereafter chartered back to us under a bareboat charter.

Pursuant to the terms of each bareboat charter, we pay a fixed bareboat daily charter hire rate plus amortization and interest on the scrubber financing, payable every consecutive three months and we have options to purchase each vessel starting on the third anniversary of such vessel’s delivery to us at a pre-determined, amortizing purchase price (see “—Purchase Options”).

We have provided security and guarantees for the financing from the Avic Leasing, including assignment of the 1-4 Shipbuilding Contracts, the related Refund Guarantees, a parent company guarantee from Himalaya Shipping, account pledges over the related subsidiaries’ bank accounts and a share pledge over the shares in each related subsidiary. In addition, we have entered into an assignment of all rights, title and interest in and to the insurances, requisition compensation and charter earnings, in existence and have unconditionally agreed to assign all such rights to the same property to come into existence in the future. In addition, the subsidiaries shall arrange for a manager’s undertaking from each of the managers of the respective vessels.

The Avic Leasing Arrangement contains customary covenants for this type of arrangements, including (i) covenants relating to the vessels, class, flag, compliance with the ISM Code and ISPS Code, including restrictions on sales of the vessels, (ii) general compliance requirements relating to laws and regulations, and environmental protection, (iii) customary information covenants and financial reporting covenants, including requirements to provide our financial statements for each financial year and half year to Avic and to provide a valuation report of each of the vessels at Avic’s request, (iv) restrictions on change of control of subsidiaries, (v) restrictions on entering into any corporate restructuring, without the prior written consent of Avic, and (vi) certain financial covenants, as well as limitations to incur in any financial indebtedness or grant any loan without the prior written consent of Avic. In addition, a dividend or other distribution to our shareholders is only allowed if immediately following such payment or distribution there will be maintained in the relevant subsidiary’s account a total amount no less than the higher of (a) $3.6 million, and (b) the aggregate of the charter hire payable every consecutive three months and the operating expenses for the relevant vessel that are payable within the next six months on a pro forma basis after such distribution.

The Avic Leasing Arrangement has a charter period of 84 consecutive months and contains customary events of termination, which include non-payment, non-compliance with insurance requirement, any misrepresentation, cross default, insolvency and changes that have or are likely to have a material adverse change on Himalayas or our relevant subsidiary’s business, ability to perform its material obligations or undertakings under such arrangement or security documents.

In addition to the Avic Leasing, we entered into similar sale and leaseback arrangement with CCBFL, which covers a substantial part of the remaining payment obligations for the eight vessels under the 5-8 Shipbuilding Contracts and the 9-12 Shipbuilding Contracts. We have provided a similar security and guarantee package for the CCBFL Leasing as under the Avic Leasing Arrangement. As of March 27, 2023, an aggregate amount of $27.4 million was paid by CCBFL, on behalf of the Company, to New Times for the respective vessels under such Shipbuilding Contracts. The sale and leaseback arrangement is accounted for as a financing transaction.

Pursuant to the terms of each bareboat charter, we pay a fixed bareboat daily charter hire rate, payable every consecutive three months and we have options to purchase each vessel starting on the third anniversary until the seventh anniversary of such vessel’s delivery to us, at a pre-determined, amortizing purchase price (see “—Purchase Options”). The CCBFL Leasing Arrangement also contains customary covenants for this type of arrangements, including (i) covenants relating to the vessels, class, flag, compliance with the ISM Code and ISPS Code, including restrictions on sales of the vessels, (ii) general compliance requirements relating to laws and regulations, environmental protection, (iii) customary information covenants and financial reporting covenants, including requirements to provide our financial statements for each financial year and half year to CCBFL and to provide a valuation report of each of the vessels at CCBFL’ request, (iv) restrictions on change of control of subsidiaries, (v) restrictions on entering into any corporate restructuring, without the prior written consent of CCBFL, and (vi) certain financial covenants, including limitations to incur any financial indebtedness or grant any loan without the prior written consent of CCBFL, and minimum cash requirements. On the latter, each relevant subsidiary is, beginning six months from the delivery date of its vessel and throughout the remaining lease period, required to maintain a minimum cash balance in its account equivalent to three months’ charter hire under each applicable CCBFL Leasing, which amounts to approximately $1.5 million.

The CCFBL Leasing Arrangement has a charter period of 84 consecutive months and contains customary events of termination, which include non-payment, non-compliance with insurance requirement, any misrepresentation, cross default, insolvency and changes that have or are likely to have a material adverse change on Himalayas or our relevant subsidiary’s business, ability to perform its material obligations or undertakings under such arrangement or security documents.

Further, CCBFL, Jiangsu Financial and the Company have entered into novation and assignment agreements, in relation to the vessels with hull numbers No. 0120839 and No. 0120840, pursuant to which CCBFL transferred and assigned all of its rights and obligations to Jiangsu Financial, on the same terms and conditions as contemplated in the corresponding CCBFL Leasing for such two vessels, which became effective on March 9, 2023. As of March 27, 2023, an aggregate amount of $13.6 million was paid by Jiangsu, on behalf of the Company, to New Times for the respective vessels under such Shipbuilding Contracts. The sale and leaseback arrangement is accounted for as a financing transaction.

Under the Sale and Leaseback Agreements, we have options to purchase each vessel starting on the third anniversary until the seventh anniversary of such vessel’s delivery to us, at the following pre-determined, amortizing purchase prices:

Pursuant to the Avic Leasing, if we do not exercise our option to purchase our vessels at the latest of the seventh anniversary date of the relevant vessel’s delivery to us, we are required to pay to Avic, on the date falling on the such anniversary, an amount equal to $25 million per vessel for which the option was not exercised on such date. Our CCBFL and Jiangsu Leasing Agreements do not provide for such compensation if we do not exercise any of our options to purchase the vessels.

The total average purchase price, including estimated variation orders, Address Commissions and the cost of scrubbers we are installing on each of our vessels is $71.6 million. As of March 27, 2023, we have paid $277.2 million for certain pre-delivery installments under the Shipbuilding Contracts (including amounts paid by our Leasing Providers and Magni on our behalf). The remaining installments, totaling $582.5 million, have financing for substantially all of the remaining payments under the Shipbuilding Contracts, other than the cost of scrubbers we are installing on our vessels with respect to eight vessels under the 5-8 and 9-12 Shipbuilding Contracts.

The following table provides an overview of the installments, how they have been financed and how they are intended to be financed going forward:

In addition, the Company is required to pay loan fees to Avic, CCBFL and Compass Advisory Services Pte. Ltd. from the date we entered into the Sale and Leaseback Agreements up to the delivery date of the vessels, totaling $15.2 million of which $5.4 million has been paid as of December 31, 2022.

The Company is obliged to pay Magni a total of $2.7 million in support fees in four equal tranches at delivery of the first four vessels from New Times Shipyard, which equals the aggregate agreed Address Commissions payable

to our relevant subsidiaries in connection with the first four vessels, which Address Commissions were agreed with New Times, before we issued shares to external investors, in recognition of our efforts and cooperation in connection with the negotiation, agreement and execution of each Shipbuilding Contract. See “Certain Relationships and Related Party Transactions-Corporate Support Agreement.”

Drew Holdings has provided us with an unsecured revolving credit facility of $15.0 million, which is available to the Company in tranches if it has no other liquid funds available to meet its working capital requirements. The Drew Holdings RCF is an unsecured revolving credit facility, bearing an interest rate of LIBOR for the applicable interest period under the facility, plus a margin of 8% p.a. The Company may select an interest period for each tranche of one, three or six months as specified in each relevant drawdown notice.

As of December 31, 2022, there was $1.0 million outstanding under the Drew Holdings RCF.

As of March 27, 2023, there are no outstanding amounts due under the Drew Holdings RCF. Any additional amounts not drawn down under the Drew Holdings RCF, and currently available thereunder, will be allowed only until December 31, 2023.

Based on the latest guidance from the applicable LIBOR administrator, the reference rates currently in use are expected to be available until June 30, 2023 and the Company expects to agree alternative reference rates with Drew Holdings before the applicable discontinuation date. In addition, the Company has determined that reference rate reforms will potentially impact any outstanding amount under the Drew Holdings RCF.

On March 1, 2023, we entered into a $15 million unsecured Bridge Facility with DNB Markets as arranger and DNB Bank ASA as lender and agent, which is available to the Company for general corporate purposes.

Our Bridge Facility has a maturity date on September 1, 2023 and bears interest with a three month interest period at a rate which is the aggregate of (A) the “Margin”, being equal to (i) 6% per annum (“p.a.”) in respect of the period from March 1, 2023 to the date falling one month after the applicable utilization date, (ii) 7% p.a. in respect of the period from date the date falling one month after the applicable utilization date to the date falling three months after such utilization date; (iii) 8% p.a. in respect of the period from the date falling three months after the applicable utilization date to the date falling five months after the applicable utilization date; (iv) 9% p.a. in respect of the period from the date falling five months after the applicable utilization date to September 1, 2023; and (B) SOFR. The company is also required to pay a fee computed at the rate of 40% of the applicable Margin for any unutilized amounts until August 1, 2023, among other fees.

As of March 27, 2023, the Bridge Facility had been utilized in the amount of $7.5 million, which shall be repaid in full no later than September 1, 2023, and $7.5 million remained unutilized. Any additional amounts unutilized under the Bridge Facility, and currently available thereunder, will be available only until August 1, 2023, and the Company may only submit two additional utilization requests. Our Bridge Facility contains certain financial covenants, including a requirement that we maintain: (i) minimum liquidity of no less than $1 million at all times from April 1, 2023, (ii) a positive working capital from April 1, 2023, and (iii) an aggregate market value of our vessels of at least 105% of the amount of the outstanding debt under the facility. In addition, our Bridge Facility contains a “most favored nation” clause which provides that the financial covenants in this facility shall be amended to reflect any more lender favorable covenants that we agree in any other loan agreement.

The agreement contains various covenants, including, among others, restrictions on incurring additional indebtedness and on making acquisitions or incurring capital expenditures, a prohibition against entering into any merger or corporate reorganization, prohibitions against making or paying any dividend or other distribution on or in respect of the Company’s share capital; a prohibition against disposal of any of our vessels or other material assets; and restrictions on the repurchase of our shares and restrictions on changing the general nature of our business.

The agreement also contains customary events of default which include non-payment, cross default, breach of covenants, insolvency and changes which have or are likely to have a material adverse effect on the Company’s business and ability to perform its obligations under the Bridge Facility.

Furthermore, a change of control event occurs if (i) Drew Holdings and/or other entities owned by Mr. Tor Olav Trøim ceases to own, directly or indirectly, 33.33% of the shares of the Company or (ii) any person or group of persons (other than those owned by Mr. Tor Olav Trøim owns, directly or indirectly, more than 33.33% of the shares of the Company.

The Bridge Facility agreement provides that if the Company raises capital in the equity or debt capital markets, then the Company shall cancel the commitments under this facility, and if utilized, prepay the outstanding debt, on the date of receipt by it of the proceeds of the corresponding transaction.

As of December 31, 2022, we were in compliance with all of our covenants in each of our Financing Arrangements to the extent applicable.

We do not have any off-balance sheet arrangements as of December 31, 2022.

We plan to use cash break-even as a key performance indicator. Our management believes cash-break even is useful to investors in evaluating our expected performance, upon delivery of our vessels, because it provides an additional tool to compare our business across companies in the same sector. This measure is used by other companies in our industry who may calculate it differently than we do, limiting its usefulness as a comparative measure. Therefore, cash break-even may have limitations as an analytical tool.

Cash break-even is defined as the minimum amount of cash revenue the Company believes that it needs to generate to achieve neutral cash flow in light of our cash costs. Our cash costs include vessel operating expenses, selling, general and administrative expenses and fixed bareboat rate per day.

The descriptions under “—Cash-break even” and “—Earnings Premium” are illustrative only and are not historical figures.

On a fully delivered basis of our 12 scrubber-fitted dual-fuel Newcastlemax vessels, we estimate to have a cash break-even day-rate of approximately $24,440 reflecting a blended bareboat day-rate of approximately $17,400, estimated vessel operational costs of approximately $6,300 per day, and estimated $732 administrative costs per day.

Further, for comparability, the Company estimates that an equivalent Capesize cash break-even day rate is approximately $13,921, reflecting an average premium of our Newcastlemax vessels to the BCI 5TC of approximately 41% (calculated based upon our 6 index-linked time charters which have rates that are at a 40-42% premium to the BCI 5TC) and approximately $4,800 per day scrubber benefit when sailing (based upon a HSFO – VLSFO spread (being the increased cost of what a vessel with no scrubber pays for bunker, as such vessel must buy a VLSFO, whereas a vessel with a scrubber can buy HSFO) of $236 basis Singapore bunkering average in January 2023).

The cash-break even estimates, including the related estimated future expenses (the “Cash-break Even Information”), included in this document has been prepared by, and is the responsibility of, the Company’s management. PricewaterhouseCoopers AS has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying Cash-break Even Information and, accordingly, PricewaterhouseCoopers AS does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers AS report included in this document relates to the Company’s previously issued financial statements. It does not extend to the Cash-Break Even Information and should not be read to do so.

We expect that our vessels may earn a significant premium to conventional Capesize vessels due to their larger cargo intake and fuel efficiency compared to a conventional Capesize, and scrubber benefits (i.e. costs benefits of being able to purchase lower cost HSFO). We estimate this premium to be up to 65% more than the index rate for a conventional 180KT BIMCO BCI 5TC 2014-built Capesize vessel and there is a theoretical approximate 70% premium if we were to receive the full benefits of larger cargo intake, more efficient bunker fuel consumption and

the scrubber premium. The actual premium achieved will depend on the terms we are able to achieve in our contracts and the actual level of scrubber savings, which are dependent on, among other things, the VLSFO – HSFO spread. This estimated earnings premium is based upon the following assumptions:

We expect that the benefits of larger cargo intake and more efficient bunker fuel consumption described above could result in the charter rate of our vessels being theoretically 43% higher (the sum of a 17% larger cargo intake benefit and a 26% fuel efficiency benefit) than a 180KT BIMCO BCI 5TC 2014-built Capesize vessel. Our current index-linked time charter agreements have specified premiums of 40-42% over the Capesize index rate. Combined with the additional 22.4% premium from the use of scrubbers as described above, we estimate that earnings from our vessels may be up to 65% higher than the Capesize index rate.

In addition to the risks inherent in our operations, we are exposed to a variety of financial risks, such as market risk (including interest rate risk and currency risk), liquidity risk and credit risk, and further information can be found in Note 8 to the Consolidated Financial Statements included elsewhere in this prospectus.

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act. As an emerging growth company we are also exempt from certain other disclosure requirements applicable to other SEC reporting companies such as the requirement for our auditor to disclose critical audit matters in its audit report, and therefore investors will not benefit from such disclosures as they would if we were not an emerging growth company.

To the extent that we cease to qualify as a foreign private issuer but remain an emerging growth company, we may also take advantage of (i) reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements (if any) and registration statements and (ii) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company (i) upon the last day of the fiscal year (A) in which we had more than $1.235 billion in annual revenue, or (B) we are deemed to be a “large accelerated

filer” under the rules of the SEC, which means the market value of our common shares held by non-affiliates exceeds $700.0 million as of the prior June 30, or (ii) upon the date on which we have issued more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced burdens. To the extent that we take advantage of these reduced reporting burdens, the information that we provide shareholders may be different than you might obtain from other public companies in which you hold equity interests.

The JOBS Act permits an “emerging growth company” like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We are choosing to “opt out” of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted. Our decision to opt out of the extended transition period is irrevocable.

The discussion contained under this “Industry Overview” section has been compiled from Clarksons Research from its database and other industry sources. Clarksons Research compiles and publishes data for the benefit of its clients. In connection therewith, Clarksons Research has advised that: (i) certain information in Clarksons Research’ database is derived from estimates or subjective judgments, (ii) the information in the databases of other shipping data collection agencies may differ from the information in Clarksons Research’s database and (iii) while Clarksons Research has taken reasonable care in the compilation of the statistical and graphical information and believes it to be accurate and correct, data compilation is subject to limited audit and validation procedures. Although data is taken from the most recently available published sources, these sources do revise figures and forecasts from time to time. Market data and statistics are inherently predictive and subject to uncertainty and do not, necessarily, reflect actual market conditions. Such statistics are based on market research, which, itself, is based on sampling and subjective judgments by both the researchers and the respondents, including judgments about what types of products, services and transactions should be included in the relevant market.

Set forth below is an overview of some of the key industry trends:

The current dry bulk supply situation stands out from an historical perspective due to several factors, including: the Capesize orderbook-to-fleet ratio is at an historical low of approximately 6%; that shipyard lead-times from order to delivery are at their highest level since 2009, due to stretched shipyard capacity driven by high containership and liquified natural gas (“LNG”) vessel ordering in 2021–2022; an ageing Capesize fleet; inflation in newbuilding prices; and uncertainty relating to propulsion technology to satisfy future regulatory emission requirements. The above factors are expected to limit newbuilding ordering in the near-term.

Furthermore, the number of active shipyards globally building vessels larger than 20,000 dwt has shrunk since 2008. Only 131 shipyards are now active, compared to the 321 active shipyards globally during the peak in 2008.

The limited Capesize yard slots available before 2025 and 2026 provides reasonable supply visibility for Capesize vessels and the reduction in active shipyards constrains new supply of Capesize vessels. In any given year, there is potential for some ‘slippage’ of delivery schedules to reduce supply growth, while also some ‘late reporting’ of orders may expand the delivery schedule, particularly in Japan; both of these factors could have some limited impact on the supply outlook.

Dry bulk supply is affected by the delivery of new vessels, the scrapping of older vessels, port turnarounds with associated congestion, and average sailing speeds. The latter may be affected by International Maritime Organization (“IMO”) regulations, including EEXI and CII which take effect from 2023. EEXI sets minimum ship-by-ship efficiency standards, that may result in limits to some vessel’s maximum engine Power, while CII is an ongoing annual efficiency improvement program based on operational performance that may necessitate slower sailing speeds or retrofitting for the least efficient vessels. Older and less-fuel efficient ships may need to undertake retrofitting and incur some capital expenditures and, or, slow-steam at a reduced speed, or potentially be scrapped in the medium term. The IMO is targeting a 40% reduction in the average carbon intensity of the shipping industry by 2030, with a 70% reduction in intensity targeted by 2050. Additionally, the IMO is targeting a reduction of at least 50% in the shipping industry’s total annual greenhouse gas emissions by 2050 and is under some pressure to accelerate this target. While there are some uncertainties around the impact of CII/EEXI (e.g. variation in enforcement, regulatory changes at future IMO meetings, policy of charterers, the timing of impacts, etc.), trends towards some speed reductions, the increase of longer term demolition levels and tiering of charter markets seem feasible. Besides IMO regulations, policies from other stakeholders including the EU, financiers and insurers though the Poseidon principles, and charter initiatives (e.g. the Sea Cargo Charter) may also support similar trends going forwards.

The Capesize fleet, including the current orderbook, counts 2,063 vessels, of which 311 vessels or 15% of the fleet were built before 2009 and 1,072 vessels or 52% were built between 2009 and 2015. A further c.1,100 Capesize

vessels, or over half of fleet capacity, are defined as “non-eco” having mechanical rather than electronic main engines and being less fuel efficient and emissions efficient than their “eco” counterparts. According to Clarksons Research, the current average sailing speed of the dry bulk fleet is 11.2 knots. Based on a port time factor of 30%, a 1 knot reduction in speed scenario would lower effective dry bulk fleet supply by 6%, which is equal to the current dry bulk orderbook. As of December 2022, it has been observed that scrubber fitted Capesize vessels and eco Capesize vessels have held a slightly higher average speed, ranging from 0.3 to 0.4 knots, when compared to Capesize vessels without such technology.

After rebounding by 3.1% to 5.4 billion tonnes in 2021 (3.4% in ton-miles), seaborne dry bulk trade is estimated to have eased back by -2.7% in tonnes (1.9% in ton miles) in 2022. Macroeconomic headwinds, weak trends in China’s steel industry and impacts from the Russia-Ukraine conflict all dragged on volumes, though trends varied between commodities. Capesize vessel demand was impacted by weaker iron ore trade in 2022, although stronger trends in long-haul bauxite trade and shifting coal trade patterns (including long-haul European imports) provided some elements of support.

Subject to economic assumptions, including some improvements in the Chinese economy, Clarksons Research forecasts a compound annual growth rate (“CAGR”) of 2.1% for seaborne dry bulk trade in ton-miles for the period from 2022 to 2024, above the 1.6% growth in tonnes for the same period. The average haul of global seaborne dry bulk trade has risen 5% over the past 10 years to 5.4 thousand miles in 2022, up from 5.0 thousand in 2012 and 5.0 thousand in 2002 and Clarksons Research forecasts this to increase steadily through 2023-24 as trade patterns continue to shift in a number of commodities.

Seaborne iron ore trade is the key driver of Capesize vessel demand, with exports from Australia and Brazil to China accounting for the vast majority of trade volumes globally. Brazilian exports to China, given the much longer distance than Australia-China flows, have a particularly strong impact on Capesize vessel demand. Brazilian iron ore

exports declined by around 4% to c.344mt in full year 2022, on the back of weaker Chinese demand and pressure on the steel industry in Europe, while volumes remained well below peak 2018 levels (c.390mt) once again following lingering knock-on impacts from the 2019 Brumadinho tailings dam collapse. Brazilian iron ore exports have started 2023 seasonally weakly amid weather disruption, but guidance from miners is for improved volumes across 2023-24 overall. Vale S.A. expects a gradual capacity increase going forwards, with latest iron ore production guidance of 310-320mt for 2023 (2022: 308mt), and is targeting more than 360mt of production by 2030 (Source: Vale Day 2022 in New York). Australian exports increased by c.1.5% in 2022 to c.885mt, a new high, but are currently projected to see only modest growth in 2023-24. Trends in China's property and steel sectors will be a key driver of iron ore demand going forwards; seaborne imports declined in both 2021 and 2022 but could see some improvements if economic trends pick up.

Larger vessels, like Capesize vessels, could benefit from attractive demand drivers such as the following:

Demand for seaborne transportation of major and minor bulk is correlated to general economic activity, industrialization/urbanization of developing countries, population growth (including shifts in dietary habits), and regional changes in cargo supply/demand balances.

General economic activity and GDP growth have an indirect impact on demand for raw materials and finished products. The dry bulk trade has grown in part due to global economic growth. However, in developed countries, GDP is traditionally a less strong indicator of dry bulk demand as services generally constitute a larger share of GDP, while the sectors affecting dry bulk demand account for a smaller share of economic activity.

Industrialization and urbanization in developing countries traditionally imply high intensity steel and energy consumption driven by construction of infrastructure, housing, and industrial facilities. In the preliminary phase of industrialization, investment in fixed assets tends to account for a high share of GDP and boost dry bulk demand.

Population growth alone is a driver of dry bulk demand, as the need for necessities such as housing, transportation, and infrastructure increases in line with a growing population. In addition, shifts in dietary habits and rising demand for meat lead to disproportionately higher grain demand due to the need for animal feed grain.

Furthermore, global disparities in the supply and demand of raw materials affect dry bulk shipping demand. Shipment distances exhibit regional surpluses and deficits in commodities, and shifts occur due to the depletion of local resources or if local demand exceeds local supply.

Seaborne dry bulk trade, as illustrated in figure 1.4 has had a 3.8% CAGR in the period 2000-2022 and ton-miles transported a 4.0% CAGR over the same period due to an increase in longer trade routes.

The figure below shows global seaborne trade volumes of key dry bulk cargoes from 1990 to 2022 million tonnes.

Iron ore accounts for around a third of total seaborne dry bulk demand and is the most transported commodity for Capesize vessels, including Newcastlemax vessels. In the past 10 years, seaborne iron ore trade volume has had a 2.9% CAGR, and while this is a reduction from the previous decade’s growth rates, it reflects some increased Chinese demand and available Australian production.

In 2022, Asia (predominantly China) imported approximately 90% of global seaborne iron ore. European imports of global seaborne iron ore accounted for approximately 6% in 2022. This means Chinese economic activity – specifically steel production – largely determines demand for Capesize vessels.

The table below shows the volume of seaborne iron ore shipped by key region from 2000 to 2022:

Iron ore is the main ingredient in steelmaking, and major producers include Vale, Rio Tinto Group, BHP Billiton, FMG, and Roy Hill. The main exporting countries of iron ore are Australia and Brazil. In 2022, Brazil exported approximately 23% of global seaborne iron ore and it accounted for around 43% of total iron ore vessel demand in ton-mile terms because of the long distance between Brazil and China. Others (predominantly Australia) exported approximately 77% of global seaborne iron ore export volume in 2022.

The table below shows the volume of iron ore shipped from key export regions from 2000 to 2022:

Chinese steel production expanded rapidly between 2000 and 2020, though growth has moderated somewhat more recently, with approximately 3.8% CAGR in the past five years. The industry is responsible for 10–20% of the country’s carbon emissions and government policy means that a more moderate growth phase likely lies ahead, with debate around the timing of a potential ‘peak steel’ in China. Chinese domestic iron ore production is usually associated with higher production costs because of generally lower iron content in ores compared to Brazilian and Australian exported iron ore’s iron content. The production of iron from iron ore involves an oxidation-reduction reaction usually carried out in a blast furnace. As iron ore contains vast quantities of impurities, iron must first be separated from the impurities before it is converted to pure iron. The process involves a method called pyrometallurgy, a process requiring high temperatures. Lower iron content increases the required energy in the refining process, making steel production less profitable with domestic ore than with imported ore.

The figure below shows Chinese steel production volumes from 1996 to 2022.

There is a push from iron ore miners to increase production as the iron ore price in July 2021 hit a 10-year high at $214/per ton. It had fallen by around 48% by December 31, 2022 to around $112/per ton, but was still above the 10-year average of approximately $98/per ton. Brazil’s iron ore production was suppressed in 2019–2020 by the collapse of the Brumadinho dam, maintenance of mines, COVID-19 pandemic, and bad weather. The Brazil iron ore export industry has historically been a strong driver of Capesize and hence also Newcastlemax rates.

Coal is the second most transported bulk cargo (after iron ore) and is used primarily: for electricity and heat generation (thermal coal); and in blast furnace steel making (coking coal). The coal market has experienced average growth over the past decade (approximately 1.0% CAGR), but with year-to-year volatility, and the longer-term outlook is likely to be impacted by the energy transition.

Historically, the largest importers of coal were Europe and Japan, but the thermal coal market has evolved and grown in recent decades, with Europe shifting its energy mix away from coal to reduce carbon emissions, whereas Asia is increasing its coal-fired power plant capacity. The drivers of coal market growth since 2009 have been China, India, Malaysia, the Philippines, Thailand, and Vietnam. This growth is particularly apparent when looking at Chinese coal imports across this period, which have increased substantially to become the world's number one importer. Chinese imports have fluctuated though, with a notable decline in 2015 caused by economic restructuring in China and import demand coming under pressure at times more recently from increasing domestic production. The trend of moving away from coal-fuelled power generation could spread to developing countries as well over time.

The figure below shows volumes of coal shipped from 2000 to 2022 to key importers.

The figures below show how Indonesia has grown to become the world’s largest seaborne coal exporter, providing approximately 38% of the total seaborne coal trade in 2022. Australia was the second-largest coal exporter in 2022, with approximately 27% of global seaborne coal exports. Russia is also a large exporter of coal and the war in Ukraine is likely to affect the coal market in the future. Due to decreasing European coal production and tightness in the coal market, alternatives to Russian coal are likely to be intercontinental imports. The increased shipping distance could drive dry bulk ton-miles, while reduced European imports of Russian coal have led Russia to export more coal to Asia, further supporting dry bulk ton-miles. There is, however, a risk of demand destruction from increased coal prices and weaker economic trends in some key regions.

The figure below shows coal export volumes shipped from key exporters from 2000 to 2022.

‘Grain’ is the collective term for wheat, coarse grains (maize, rye, oats, barley, and sorghum) and soybeans. Together with iron ore and coal, grain is a major bulk. In 2022, the seaborne trade in grain was 505m tonnes, generating nearly 3,660bn ton-miles in demand. Grain is not typically moved on Capesize vessels but is an overall influence on bulk carrier demand.

Transportation demand for grain has increased steadily in recent decades, albeit outpaced by iron ore and coal growth across much of the 2000s and 2010s. Nevertheless, growth in seaborne grain transportation volumes has been high over the past decade with a 3.8% CAGR compared to 2.9% for seaborne iron ore trade volumes. Beneficial crop conditions in the Americas and Australia combined with continued shifts in East-Asian dietary habits have supported this trend.

Long-term demand for the transportation of grains is largely reflected in dietary habits, which are dependent on economic growth in different countries and regions. In an improving economy, food intake tends to rise, increasing demand for feed grain required for animals.

Asia, Europe, the Middle East and Africa are the primary grain import markets, with China being a key market accounting for approximately 45% of total imports in 2022. China’s impact on imports is particularly evident in soybean trades, with imports increasing from approximately 128m tonnes in 2012 to approximately 228m tonnes in 2022. Most of China’s imports are sourced from the Americas, and the considerable transportation distance has contributed strongly to demand and the rise in ton-miles. Grains are usually shipped in Handysize-Panamax bulk carriers.

The table below shows seaborne grain import volumes from key import regions from 2000 to 2022.

The two largest exporters of grains and soybeans are the U.S. and Brazil, which together account for nearly 75% of total seaborne grain exports. Soybeans constitute of approximately 29% of exports of the three major grain categories, where Brazil, the U.S. and Argentina are the key producers and exporters.

The figure below shows grain export volumes, or expected volumes, from key exporters from 2000 to 2022:

Bauxite is a sedimentary rock with a high aluminium content used as a primary source in the production of aluminium and gallium. Aluminium is a strategic resource used across manufacturing and industrial sectors such as cars, defense, transportation, energy, aerospace, consumer durables and many others. In 2022, the global seaborne bauxite trade reached 147 million tonnes, growing 5.5% from 2021. The global seaborne bauxite trade has had a CAGR of 6.8% in the past 10 years, reflecting continued growth in Chinese aluminium production and increasing

availability of bauxite. The global seaborne trade in bauxite is dominated by China’s imports, reflecting China’s importance in global aluminium production. Global bauxite supply has experienced significant disruption, with Indonesia banning bauxite exports in January 2014 to support the domestic refining industries, and Malaysia banning open-pit bauxite mining in January 2016. China has sought to diversify its bauxite supply and has invested heavily in infrastructure and mining projects in West Africa, with Guinea becoming one of the largest suppliers of bauxite to China in recent years. Guinea’s importance in dry bulk trade has become so important that Port Kamsar has given its name to the ‘Kamsarmax’ design, the largest bulk carrier that can be handled at Guinea’s main bauxite port. However, rising exports from Guinea have also provided opportunities for Capesize vessels, via barge-to-ship trans-shipments, which now account for the majority of long-haul exports

Dry bulk carriers are single-decked ships that transport dry bulk commodities that are either free-flowing (such as iron ore, bauxite, grain and coal) or unitized (such as steel). Free-flowing cargoes are carried “loose”, i.e. put in the hold without any bags, nets, or even crates. Unitized cargoes can be bundled (such as steel beams or logs) or loose. The carriage of unitized commodities often requires the cargo to be secured by ‘dunnage’ to avoid shifting during the voyage.

Dry bulk vessels differ in size and characteristics, with large vessels benefiting from economies of scale and being best-suited for long hauls between large ports, and small vessels able to enter smaller ports. The largest vessels also require substantial point-to-point transportation demand, resulting in a focus on transporting major bulks. Smaller vessels have greater flexibility in cargo and ports and are often equipped with loading and discharging equipment.

The dry bulk carrier fleet consists of approximately 13,126 vessels at year end 2022. If measured in dwt capacity, the dry bulk carrier fleet has around 972 million dwt capacity.

The fleet can be divided into four main segments, with generic names, as set out in section 7.8.2 to 7.86.

Handysize denotes bulk carrier vessels with carrying capacity of 10,000–c.45,000 dwt. They are widely used to transport a broad range of minor bulk cargoes on short-haul routes, serving small ports and routes with moderate demand. Some vessels are also designed specifically to transport specialized cargoes, such as logs, woodchips, or cement. The configuration of cargo holds and cranes depends on the vessel’s purpose. They are usually equipped with four to five cargo hulls and four cranes.

Handymax denotes bulk carrier vessels with carrying capacity of typically between 40,000–69,999 dwt. They are widely used to transport minor bulk cargoes and some major bulks on short-haul routes. There is less variety in their design and configuration than Handysizes.

Supramax is a subcategory of Handymax, with carrying capacity of 50,000–59,999 dwt, while Ultramax vessels of c.63-65,000 dwt are now the most commonly built vessels in the sector. They are often equipped with cargo gear for loading and discharging independent of port facilities, making them flexible enough to carry all major and minor bulks.

Panamax are bulk carrier vessels with carrying capacity of 65,000–99,999 dwt. The name refers to the traditional maximum size of vessels that can transit the Panama Canal, though changing vessel and lock dimensions have widened this definition. They are used for all major and some minor bulks, and They are generally gearless vessels (not equipped with cranes or conveyors) and rely on port facilities for loading and discharging.

Kamsarmax is a subcategory of Panamax, with carrying capacity of 80,000–88,999 dwt. This is the maximum size that can enter the world’s largest bauxite port, Port Kamsar in the Republic of Guinea. Kamsarmax vessels are now the dominant designs in the Panamax sector and trade on the full range of Panamax sector trade routes.

Capesize denotes bulk carrier vessels with carrying capacities of over 100,000 dwt. The name is derived from the fact that such vessels are typically too large to transit the Suez or Panama canals and hence have to pass the Cape of Good Hope on their transit East. They are nearly always gearless and are primarily used to carry iron ore as well as coal and – to a much lesser extent – grain, primarily on long-haul routes.

Newcastlemax is a subcategory of Capesize and are the largest vessels that can enter the Port of Newcastle (east coast of Australia, a major coal export port facility). They are limited by a beam of 50m and length of 300m, resulting in carrying capacity of around 210,000 dwt.

The dry bulk carrier fleet consists of approximately 13,126 vessels at year end 2022, with a total capacity of around 972m dwt. The Capesize fleet including orderbook counts 2,063 vessels, with a total capacity of around 408m dwt having grown by a below trend 2% in 2022.

Orderbook size and demolitions are the two main factors determining the supply-side dynamics of dry bulk shipping. The underlying drivers of these factors are the current fleet size, fleet age, government and international shipping regulations, future market expectations, access to financing, and other factors that can affect the shipping cycle such as congestion in ports.

The figure below shows deliveries and demolitions of dry bulk vessels since 2000.

Deliveries peaked between 2010 and 2012, following record high dry bulk rates and ordering in the period from 2007 to 2010. A rise in new shipbuilding capacity, particularly in China, was also an important driver of the rapid increase in deliveries of new tonnage in the period. In 2008, approximately 26 million dwt was delivered, fairly in line with the preceding three years. However, in 2009, around 47 million dwt was delivered, followed by 82 million dwt in 2010 and just over 100 million dwt in both 2011 and 2012. Significant net fleet growth caused freight markets to drop and the contracting of new tonnage to tick down, leading to fewer deliveries between 2013 and 2015. With lower rates from 2012 to 2022, demolitions increased as many older vessels were no longer profitable.

The dry bulk orderbook has been low in a historical context since 2017, and as of the end of 2022 was around 72 million dwt or approximately 7% of the fleet (even lower for Capesize fleet at approximately 6%, and at 9%, 8% and 7% for Panamax, Handymax and Handysize, respectively).

The figure below shows the dry bulk fleet from 1996 to 2023, including specific data for the Capesize fleet:

The figure below shows dry bulk orderbooks by segment from 2010 to 2023:

As of January 2023, the dry bulk carrier orderbook as a percentage of the existing fleet was among its lowest level in the past 25 years (as shown above) despite above average earnings for the last two years. There are several factors contributing to this:

Bulker demolition rates have been low for the past three years, averaging around 8 million dwt per year. The low rate can be explained by freight rates partially recovering in 2017, resulting in more vessels operating profitably. Furthermore, the least profitable vessels were demolished in 2012–2016 when dry bulk freight rates were lower.

While demolition currently remains modest despite softer market conditions recently, a changing regulatory environment and ageing fleet may see demolition rates increase over the next decade. As part of the IMO 2030 “short term” measures, EEXI/CII regulations come into effect in January 2023. Over 60% of Capesize fleet capacity is ‘non-eco’ and is likely to require some form of corrective action in order to comply with EEXI/CI. To manage this, some of the existing fleet would have to operate at reduced engine capacity, reducing speeds and impacting negatively effective fleet capacity. This engine power limitation is likely only a temporary solution as efficiency requirements are gradually increased. Retrofitting vessels could be required, but for older vessels this is generally not economically viable.

The traditional useful lifetime of a dry bulk vessel is 20–25 years, but shipowners may choose to retain vessels for longer when dry bulk earnings are strong. The introduction of EEXI regulation may impact this decision, as a larger share of vessels will face non-compliance by 2030 which may result in an increase in early demolitions.

The figure below shows how the average age of demolition by ship varied between 2017 and 2022 by segment. For the entire fleet, the average age of demolition was stable at around 28 years for the past three years. However, there has been an increase in the average age for Handymax and Panamax vessels.

The decision to scrap a vessel is normally reactive instead of proactive. This implies that owners tend to scrap vessels during a period of weak market conditions when a short-term market pick-up is unlikely. In addition, a vessel might require a special survey, which involves costs for the owners (which typically increase as a vessel ages), potentially impacting the decision to scrap a vessel when expectations of market improvements are low. The average age of the Capesize fleet today is 9.9 years, compared to 7.8 years five years ago.

Chartering of bulk carriers can take various forms. The key difference between chartering contracts is the distribution of risk between owner and charterer. The most important forms of charter contracts are:

The owner and charterer agree to carry out a single voyage. They further agree on loading and discharging ports, cargo and quantity, loading and discharging speed and the dates for loading. The charterer pays the owner a freight rate, traditionally in $/tonne cargo quantity loaded. During a voyage charter, the owner is liable for all voyage-related costs including the cost of bunkers, harbor costs and any canal costs, in addition to operating costs (insurance, staffing, repair and maintenance, among others) and capital costs. Also, the owner carries the risk of delays at sea (bad weather) and shifts in voyage-related costs. On the other hand, the charterer carries the risk of prolonged loading and discharging times.

The owner and charterer agree on the conditions of carrying a certain amount of cargo from one location to another, or any combination of ports, in a specified period. The cargoes are usually transported at regular intervals. Under a COA, the name of the vessel is usually not stipulated in the contract and the owner appoints vessels for each lifting according to agreed procedures. A freight rate is usually paid in $/tonne, and a COA is otherwise similar to a voyage charter with similar rights and obligations. COAs can cover a few cargoes in a short period up to dozens of cargoes annually for several years.

A time charter contract involves the use of a vessel at specified daily rate for a fixed period. During a standard time charter, the shipowner provides crew and other services in relation to operating the vessel, for which the costs are included in the daily rate, and the charterer is responsible for essentially all vessel costs related to the voyage.

When the vessel is off-hire, the shipowner is usually responsible for all costs, meaning the customer is normally not obliged to pay the hire. Furthermore, the time and place of delivery and re-delivery are agreed upon in advance. The charterer is commercially responsible for the use of the vessel, and unlike a voyage charter the charterer assumes all risk for delays at sea and voyage-related costs. The charterer usually chooses a time charter if they want a dedicated vessel, and the duration of the contract can be up to several years.

A bareboat charter is essentially a lease. Similar to a time charter, the charterer is provided a vessel by the owner for a fixed period at a specified daily rate. However, the customer is responsible for crewing and all required services to operate the vessel, in addition to voyage-related costs. In reality, the customer acts as a shipowner without holding ownership rights to the ship. Over the charter period, a charterer must pay hire regardless of whether or not the vessel is in service, and operational risk is allocated to the charterer.

The balance, or imbalance, of supply and demand determines the freight rates for charter contracts. This balance can be split roughly into two parts: first, the global demand and supply balance that governs global market conditions; and; second, the short-term regional balance that can cause rates to temporarily fluctuate.

Clarksons Research's average Capesize spot earnings series for a scrubber-fitted, ‘eco’ vessel averaged c.$24,666/day in 2022, down from c.$35,000/day seen in 2021, though representing a premium on non-scrubber-fitted, non-‘eco’ vessels which averaged just c.$12,000/day last year. The Capesize market has started 2023 on a weak note, in part reflecting typical seasonal trends as well as continued demand headwinds and lower levels of port congestion, but looking ahead, earnings could benefit from both a seasonal improvement in demand through the year as well as an improvement in economic trends in China as Covid pressures potentially start to ease, also against a backdrop of a gradual easing of macroeconomic headwinds globally.

The chart below shows average time charter trip earnings for Handysize, Supramax, Panamax, and Capesize vessels from 2017 to 2022:

The dry bulk market can also be illustrated by showing 12-month time charter rates, which are typically less volatile than voyage rates, and also convey some information about forwards market sentiment amongst market participants.

The shipping market differs from other markets in that the market for buying and selling the production assets (vessels) is highly liquid and often seen as an important part of most shipowners’ business plans.

The price of new buildings is determined by the balance of supply and demand for new buildings, in addition to changes in production costs, currency exchange rates, and interest rates. Price differences between shipyards are often a result of the quality of their vessels in terms of design and workmanship.

The value of second-hand vessels is influenced by several factors. When shipowners think about ordering new vessels, they often consider modern second-hand vessels (usually less than five years old). Their decision is affected by pricing and short-term market trends. For instance, if the resale price of a newbuilding (a vessel ready for delivery from the shipyard within a few months) is considerably higher than a newbuilding contract and short-term expectations in the freight market are poor, shipowners could opt for a newbuilding contract. If short-term freight expectations are positive, owners could still consider it worthwhile to pay a premium for a resale/modern vessel to have an operational ship sooner.

The value of a vessel older than about five years is more likely to be affected by trends in the freight market. Prices tend to rise when the spot market is expected to be strong, and vice versa. The older a vessel, the more its value will be affected (in percentage terms) by fluctuating freight conditions, though pricing is also generally much lower and can also be influenced by demolition value.

To summarize, second-hand values are mainly influenced by actual and expected earnings, the replacement cost of new buildings (in relation to modern second-hand vessels) and demolition value for old vessels. For a single transaction, class position (when the next special survey is due) and technical conditions play an essential role in determining the value.

The figure below shows resale values for Capesize vessels of 180k dwt from 2006 to 2022:

We are an independent bulk carrier company with contracts to acquire 12 Newcastlemax dry bulk vessels, of which two vessels were delivered on March 2 and March 9, 2023, respectively, and are currently in operation and 10 are under construction. We were founded in March 2021 for the purpose of operating high-quality dry bulk vessels in the range of 210,000 dwt.

We have agreements to acquire 12 Newcastlemax dry bulk vessels with an aggregate carrying capacity of 2.5 million dwt, of which two vessels have been delivered and are in operation and 10 are under construction at New Times Shipyard in China. These vessels will be equipped with the latest generation dual fuel LNG technology, with fuel-saving devices and exhaust gas cleaning systems, or “scrubbers,” which we believe will make our vessels more fuel efficient, more cost effective, and more environmentally friendly compared to older dry bulk vessels without these features which we believe will make our fleet more attractive to charterers.

Although LNG is not currently economical to use for dual fuel vessels at current LNG market prices, we expect the dual fuel capability to be a benefit in the future.

The estimated delivery of our vessels under construction is between April 2023 and July 2024. Pursuant to agreements with the Leasing Providers, upon delivery from New Times, each acquired vessel will be sold to a special purpose vehicle (SPV) owned by the Leasing Providers, and each SPV has agreed to charter back the vessels under bareboat charters, under Hell and High Water Terms, subject to the effective transfer of ownership of the vessels to the SPVs. Each of the vessels will be flagged in Liberia. Accordingly, the first two vessels recently delivered by New Times were sold to Avic SPVs and immediately thereafter chartered back to us under bareboat charters.

Pursuant to the Shipbuilding Contracts, we agreed to acquire 12 vessels for an initial average purchase price of $69.3 million per vessel to be paid in four pre-delivery installments for each vessel, in the amount equal to approximately 5%, 5%, 10% and 10% of the initial purchase price of each vessel, respectively, with the remaining delivery installments, in the amount of approximately 70% of the initial purchase price payable upon the delivery of each vessel. The total average purchase price, including estimated variation orders, Address Commissions and the cost of scrubbers we are installing on each of our vessels is $71.6 million.

The total purchase price payable for all the vessels is $859.7 million, including estimated variation orders, Address Commissions and the cost of scrubbers we are installing on all our vessels. As of March 27, 2023, we have paid $277.2 million for certain pre-delivery installments under the Shipbuilding Contracts and the delivery installments on two vessels (including amounts paid by our Leasing Providers and Magni on our behalf), with the remaining installments totaling $582.5 million. We have entered into agreements for pre-delivery financing and delivery financing with Avic, CCBFL, and Jiangsu to provide the financing for substantially all of the remaining installments under the newbuilding program for our vessels, other than the cost of scrubbers we are installing on our vessels with respect to eight vessels under the 5-8 and 9-12 Shipbuilding Contracts.

We have agreements in place with New Times to install scrubbers on all of our vessels for a cost of $2.4 million per vessel and we have secured financing for a substantial portion of this cost for the four vessels under the 1-4 Shipbuilding Contracts and we intend to finance (i) the remaining cost of scrubbers for the third and fourth vessels with hull numbers 0120835 and 0120836 under the 1-4 Shipbuilding Contract, respectively, with the net proceeds from this offering; and (ii) the respective cost of scrubbers for the eight vessels under the 5-8 and 9-12 Shipbuilding Contracts with the net proceeds of this offering or through debt financing with our existing lenders, or a combination thereof. There is no assurance that we will be able to execute this scrubber financing.

We are planning to raise financing through the offering contemplated by this prospectus. Assuming additional equity financing based on our track record in terms of raising equity, and/or completion of debt financing for scrubber installation, we believe we will be able to meet anticipated liquidity requirements for our business for at least the next twelve months.

Our vessels will operate worldwide, with key trades expected to be Brazil to China and Australia to China. Our vessels are expected to transport a broad range of major bulk commodities, including iron ore, coal, and bauxite. We plan to employ our vessels on index-linked rate time charters, fixed rate time charters or voyage charters, with counterparties that are expected to typically be large dry bulk operators, commodity traders and end users.

Currently, five of our vessels under construction have been chartered out on index-linked rate time charters for periods of between 24 to 38 months, plus certain extension options, and we have chartered the first vessel with hull number 0120833 on a fixed-rate time charter at $30,000 per day, gross, for two years, and the second vessel with hull number 0120834 on index-linked time charter for such same period. For more details of our charter agreements and certain terms and conditions thereunder see “Business—Charter Agreements.” We expect to charter the remaining vessels prior to their respective delivery from New Times.

Our Manager, 2020 Bulkers, has experience operating in the dry bulk shipping industry. Our contracted Chief Executive Officer, Mr. Herman Billung, has extensive experience in the dry bulk shipping industry including overseeing newbuilding projects, sales and purchase activities and commercial and chartering activities. During his career, Mr. Billung has gained deep experience in and insight into the dry bulk market. Mr. Billung became the Chief Executive Officer of our Manager at the same time he assumed the role as our contracted Chief Executive Officer in February 2022.

In April 2022, our common shares began trading on the Euronext Expand under the symbol “HSHIP.”

We plan to maximize shareholder returns from the 12 Newcastlemax vessels once the vessels are complete and delivered by New Times Shipyard. We plan to charter the vessels to strong counterparties and will focus on returning capital to the shareholders in the form of monthly dividends, subject to available cash and capital requirements, including requirements under capital expenditure programs, market prospects, contractual restrictions under our Financing Arrangements, and other considerations. See “Dividends and Dividend Policy,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financing Arrangements” and “Description of Share Capital.”

We may consider growth and acquisition opportunities if we believe in the best interest of our shareholders; however, our primary focus is to maximize shareholder returns for the 12 newbuilding vessels we have agreed to acquire (two of which have already been delivered).

We have two newbuilding dual fueled Newcastlemax 210,000 dwt dry bulk vessel in operation and 10 of the same type under construction at New Times Shipyard in China, which are estimated to be delivered between April 2023 and July 2024. A significant part of the purchase price of these vessels will be financed under the Sale and Leaseback Agreements, and upon delivery to us, these vessels will be sold to SPVs owned by our Leasing Providers and then leased back to us under bareboat charters. These vessels will comprise our fleet when delivered, and we expect the majority to be contracted on index-linked time charters.

In connection with the IMO sulfur cap regulations that came into force in January 2020, which limits emission of sulfur content to 0.5% m/m, all of our vessels will have scrubbers installed upon delivery to us. We believe that having scrubbers on all of our vessels will distinguish us from Capesize vessel owners that do not have scrubbers on their vessels and therefore will not be able to consume less expensive bunker fuel with higher sulfur content. Approximately 47.9% of the Capesize fleet in the market has installed scrubbers.

We estimate that each incremental $50 per tonne increase in the Very Low Sulphur Fuel Oil (“VLSFO”) – High Sulfur Fuel Oil (“HSFO”) fuel spread would yield a potential scrubber-driven saving of around $1.0 thousand per day for a scrubber-fitted dual fuel Newcastlemax vessel, assuming 27.4 tonnes per day fuel consumption and 75% retention of the scrubber premium by the Company when sailing. Between 2018 and 2022, the VLSFO–HSFO spread has been approximately $121 per tonne, while the 2023, 2024, and 2025 forward curves imply approximately $142, $110, and $93 per tonne, respectively.

Although LNG is not currently economical to use for dual fuel vessels at current LNG market price, we expect the dual fuel capability to be a benefit in the future. Once LNG becomes economical to use, we estimate that each incremental $50 per tonne increase in the VLSFO – LNG fuel spread would yield a potential LNG-driven saving of around $1.4 thousand per day when sailing for a scrubber-fitted dual fuel Newcastlemax vessel, assuming 27.4 tonnes per day VLSFO fuel consumption and 22.7 tonnes per day LNG fuel consumption where the spread differential is driven by increasing VLSFO prices.

Between 2014 and 2022, the VLSFO–LNG spread has been approximately $75 per tonne while the 2026, 2027, and 2028 forward curves imply approximately $72, $97, and $84 per tonne, respectively.

The following table summarizes key information about the 12 newbuilding vessels we have agreed to purchase under the Shipbuilding Contracts (two of which have already been delivered).