F-3 1 ny20075521x2_f3.htm F-3

As filed with Securities and Exchange Commission on June 12, 2026

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Himalaya Shipping Ltd.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Mi Hong Yoon

S.E. Pearman Building

2nd Floor 9 Par-la-Ville Road, Hamilton

HM 11, Bermuda

Telephone: +1 (441) 542-4577

(Address and telephone number of Registrant’s principal executive offices)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

+1 (302) 738-6680

(Name, address, and telephone number of agent for service)

Copies to:

James A. McDonald

Skadden, Arps, Slate, Meagher & Flom (UK) LLP

22 Bishopsgate

London, EC2N 4BQ

United Kingdom

+44 20 7519-7183

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a) may determine.


			Page
About This Prospectus			1
Caution Regarding Forward-Looking Statements			2
The Company			3
Risk Factors			4
Enforceability of Civil Liabilities			5
Capitalization			6
Selling Securityholder			7
Use of Proceeds			8
Dividend Policy			9
Description of Share Capital			10
Description of Other Securities			14
Expenses			22
Taxation			23
Plan of Distribution			24
Legal Matters			27
Experts			27
Where You Can Find More Information			27
Incorporation of Documents by Reference			28


Exhibit No.			Document
1.1**			Form of Underwriting Agreement
3.1***			Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Registration Statement filed on Form F-1, dated March 7, 2023)
3.2***			Memorandum of Association (incorporated by reference from Exhibit 3.2 to the Registration Statement filed on Form F-1, dated March 7, 2023)
3.3***			Amended and Restated Bye-laws (incorporated by reference from Exhibit 3.3 to the Registration Statement filed on Form F-1, dated March 7, 2023)
4.1**			Form of Warrant
4.2**			Form of Unit Agreement
4.3*			Form of Indenture
5.1*			Opinion of Conyers Dill & Pearman Limited, Bermuda counsel to the Registrant, as to the validity of Shares.
5.2*			Opinion of Skadden, Arps, Slate, Meagher and Flom (UK) LLP
23.1*			Consent of PricewaterhouseCoopers AS
23.2*			Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1).
24.1*			Power of Attorney (included on the signature page of the registration statement).
107.1*			Filing Fee Table


Exhibit Number			Description of Document
1.1**			Form of the Underwriting Agreement
3.1***			Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Registration Statement filed on Form F-1, dated March 7, 2023)
3.2***			Memorandum of Association (incorporated by reference from Exhibit 3.2 to the Registration Statement filed on Form F-1, dated March 7, 2023)
3.3***			Amended and Restated Bye-laws (incorporated by reference from Exhibit 3.3 to the Registration Statement filed on Form F-1, dated March 7, 2023)
4.1**			Form of Warrant
4.2**			Form of Unit Agreement
4.3*			Form of Indenture
5.1*			Opinion of Conyers Dill & Pearman Limited
5.2*			Opinion of Skadden, Arps, Slate, Meagher & Flom (UK) LLP
23.1**			Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm
23.2*			Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1)
23.3*			Consent of Skadden, Arps, Slate, Meagher & Flom (UK) LLP (Included in Exhibit 5.2)
24.1*			Powers of Attorney (included on signature page)
25.1**			Statement of eligibility of Trustee on Form T-1 with respect to the Company under any indenture
107*			Registration Fee Table


Himalaya Shipping Ltd.

By:	/s/ Lars-Christian Svenson
	Name:	Lars-Christian Svenson
	Title:	Chief Executive Officer

By:	/s/ Vidar Hasund
	Name:	Vidar Hasund
	Title:	Chief Financial Officer


Signature	Title	Date

/s/ Lars-Christian Svensen	Chief Executive Officer	June 12, 2026
Lars-Christian Svensen	Chief Executive Officer	June 12, 2026

/s/ Vidar Hasund	Chief Financial Officer	June 12, 2026
Vidar Hasund	Chief Financial Officer	June 12, 2026

/s/ Bjorn Isaksen	Director	June 12, 2026
Bjorn Isaksen	Director	June 12, 2026

/s/ Jehan Mawjee	Director	June 12, 2026
Jehan Mawjee	Director	June 12, 2026

/s/ Alexandra Kate Blankenship	Director	June 12, 2026
Alexandra Kate Blankenship	Director	June 12, 2026

/s/ Carl Steen	Director	June 12, 2026
Carl Steen	Director	June 12, 2026

/s/ Mi Hong Yoon	Director	June 12, 2026
Mi Hong Yoon	Director	June 12, 2026

(State or other jurisdiction of
incorporation or organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer
Identification Number)

SEC Form F-3 filed by Himalaya Shipping Ltd.