(Note: This is NOT an IPO. This is a secondary public offering – an uplisting to the New York Stock Exchange. The NYSE proposed symbol is “HSHP,” the prospectus says. In the prospectus, Himalaya Shipping says: “Our common shares have traded on the Euronext Growth Oslo and, since April 29, 2022, our shares have traded on the Euronext Expand, under the symbol “HSHIP.” Our stock is traded in Norwegian Kroner NOK. The company expects the “IPO price” to be similar to the Euronext Expand price, which was US$5.83 (as converted from Norwegian Kroner) at the close on March 27, 2023.” **Note: After the U.S. public offering, Himalaya’s stock will continue to trade on the Euronext Expand under the symbol “HSHP” according to the prospectus.)

We are an independent bulk carrier company with contracts to acquire 12 Newcastlemax dry bulk vessels, of which one vessel was delivered on March 2, 2023, and is in operation and 11 are under construction at New Times Shipyard in China. We were founded in March 2021 for the purpose of operating high-quality dry bulk vessels in the range of 210,000 dwt. (Incorporated in Bermuda on March 17, 2021)

We have agreements to acquire 12 Newcastlemax dry bulk vessels with an aggregate carrying capacity of 2.5 million dwt. These vessels will be equipped with the latest generation dual fuel LNG technology, with fuel-saving devices, exhaust gas cleaning systems or “scrubbers”, and ammonia ready engines, which we believe will make our vessels more fuel efficient, more cost effective, and environmentally friendly as compared to older dry bulk vessels without these features, which we believe will make our fleet more attractive to charterers.

We expect the dual fuel capability to be a benefit when LNG is economical to use.

The estimated delivery of our vessels is between March 2023 and August 2024. The total purchase price payable for the vessels is $859.7 million.

The vessels will operate worldwide, with key trades for our Newcastlemax vessels 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.

Our Manager, 2020 Bulkers, has experience operating in the dry bulk shipping industry. Our CEO, Mr. Herman Billung, who is contracted from 2020 Bulkers under the Management Agreement, 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.

The dry bulk shipping industry is highly cyclical and experiences volatility in profitability, vessel values and freight rates. Freight rates are strongly influenced by the supply of dry bulk vessels and the demand for dry bulk seaborne transportation.

(Note: In an F-1/A filing dated March 28, 2023, Himalaya Shipping disclosed the public offering’s terms: 7.72 million shares (7,720,000 shares) at US$5.83 per share.  In the F-1/A filing (the prospectus), Himalaya Shipping said:  “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.”)

(Note: Himalaya Shipping Ltd. priced its U.S. public offering on March 30, 2023: 7.72 million shares (7,720,000 shares) – the number of shares in the prospectus – at US$5.80 – just 3 cents below the stock’s $5.83 closing price on March 27, 2023, on the Euronext Expand – to raise $44.78 million. Himalaya’s stock is expected to start trading on Friday, March 31, 2023, on the New York Stock Exchange under the symbol “HSHP” – and the stock will also continue to trade on the Euronext Expand. Himalaya Shipping Ltd. filed its F-1 on March 7, 2023; it submitted confidential documents to the SEC on Dec. 12, 2022.)