SEC Comment Letter 0000000000-23-001655 to Himalaya Shipping Ltd. (HSHP) (CIK 0001959455) (HSHP)
Himalaya Shipping Ltd. (HSHP) (CIK 0001959455)
Date: Feb. 17, 2023 · CIK: 0001959455 · Accession: 0000000000-23-001655
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United States securities and exchange commission logo February 17, 2023 Herman Billung Chief Executive Officer Himalaya Shipping Ltd. S.E. Pearman Building, 2nd floor 9 Par-la-Ville Road Hamilton HM 11, Bermuda Re:Himalaya Shipping Ltd. Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted January 30, 2023 CIK No. 0001959455 Dear Herman Billung: We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 1 to Draft Registration Statement on Form F-1 Dividends and Dividend Policy, page 46 1.We note your response to prior comment 5. However, it does not appear that you have included related disclosure in the prospectus. Please disclose whether your dividend policy will be reflected in any written policy.
FirstName LastNameHerman Billung Comapany NameHimalaya Shipping Ltd. February 17, 2023 Page 2 FirstName LastName Herman Billung Himalaya Shipping Ltd. February 17, 2023 Page 2 Sale and Leaseback Arrangements, page 52 2.We note your response to prior comment 6, and reissue such comment. Please disclose all material terms of the sale and leaseback arrangements. For example, please disclose the termination provisions. Industry Overview, page 62 3.We note your response to prior comment 1. We also note your disclosure that the discussion contained in the “Industry Overview” section has been compiled from Clarksons from its database and other industry sources. If any of these reports were commissioned by you for use in connection with the registration statement, please file consents pursuant to Rule 436 of the Securities Act as exhibits to your registration statement or tell us why you believe you are not required to do so. We also note that you have included detailed information throughout this section without attributing such information to any one specific source where such information is presented. Please revise. Business Our Fleet, page 84 4.Please disclose in this section the material terms of each charter agreement, including the charter period, provisions relating to the charter rate, and termination provisions. Our Competitive Strengths Additional Features of our vessels, page 90 5.Please revise your disclosure to clarify how SOx emissions will be negligible when your vessels start operating on LNG or using a scrubber. In addition, disclose in this section the uncertainties with respect to financing for the scrubbers, and that LNG is not currently economical to use for dual fuel vessels at current LNG market prices. We note your related disclosure on page 1. Description of Share Capital, page 113 6.We note your response to prior comment 4, and reissue such comment. In that regard, we note your disclosure on pages 116 and 117 regarding the waiver by shareholders. Please tell us whether the waiver applies to claims under the U.S. federal securities laws. In addition, please tell us why you removed the risk factor disclosure regarding such waiver. Exhibits 7.We note your response to prior comment 11 that the form of novation agreement is included in the agreement filed as Exhibit 10.4. Please tell us where such form of novation agreement is included in Exhibit 10.4.
FirstName LastNameHerman Billung Comapany NameHimalaya Shipping Ltd. February 17, 2023 Page 3 FirstName LastName Herman Billung Himalaya Shipping Ltd. February 17, 2023 Page 3 You may contact Lily Dang, Staff Accountant at 202-551-3867 or Mark Wojciechowski, Staff Accountant at 202-551-3759 if you have questions regarding comments on the financial statements and related matters. Please contact Michael Purcell, Staff Attorney at 202-551-5351 or Laura Nicholson, Special Counsel at 202-551-3584 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: James McDonald
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United States securities and exchange commission logo
February 17, 2023
Herman Billung
Chief Executive Officer
Himalaya Shipping Ltd.
S.E. Pearman Building, 2nd floor
9 Par-la-Ville Road
Hamilton HM 11, Bermuda
Re:Himalaya Shipping Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted January 30, 2023
CIK No. 0001959455
Dear Herman Billung:
We have reviewed your amended draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1
Dividends and Dividend Policy, page 46
1.We note your response to prior comment 5. However, it does not appear that you have
included related disclosure in the prospectus. Please disclose whether your dividend
policy will be reflected in any written policy.
FirstName LastNameHerman Billung
Comapany NameHimalaya Shipping Ltd.
February 17, 2023 Page 2
FirstName LastName
Herman Billung
Himalaya Shipping Ltd.
February 17, 2023
Page 2
Sale and Leaseback Arrangements, page 52
2.We note your response to prior comment 6, and reissue such comment. Please disclose all
material terms of the sale and leaseback arrangements. For example, please disclose the
termination provisions.
Industry Overview, page 62
3.We note your response to prior comment 1. We also note your disclosure that the
discussion contained in the “Industry Overview” section has been compiled from
Clarksons from its database and other industry sources. If any of these reports were
commissioned by you for use in connection with the registration statement, please file
consents pursuant to Rule 436 of the Securities Act as exhibits to your registration
statement or tell us why you believe you are not required to do so. We also note that you
have included detailed information throughout this section without attributing such
information to any one specific source where such information is presented. Please revise.
Business
Our Fleet, page 84
4.Please disclose in this section the material terms of each charter agreement, including the
charter period, provisions relating to the charter rate, and termination provisions.
Our Competitive Strengths
Additional Features of our vessels, page 90
5.Please revise your disclosure to clarify how SOx emissions will be negligible when your
vessels start operating on LNG or using a scrubber. In addition, disclose in this section the
uncertainties with respect to financing for the scrubbers, and that LNG is not currently
economical to use for dual fuel vessels at current LNG market prices. We note your
related disclosure on page 1.
Description of Share Capital, page 113
6.We note your response to prior comment 4, and reissue such comment. In that regard, we
note your disclosure on pages 116 and 117 regarding the waiver by shareholders. Please
tell us whether the waiver applies to claims under the U.S. federal securities laws. In
addition, please tell us why you removed the risk factor disclosure regarding such waiver.
Exhibits
7.We note your response to prior comment 11 that the form of novation agreement is
included in the agreement filed as Exhibit 10.4. Please tell us where such form of
novation agreement is included in Exhibit 10.4.
FirstName LastNameHerman Billung
Comapany NameHimalaya Shipping Ltd.
February 17, 2023 Page 3
FirstName LastName
Herman Billung
Himalaya Shipping Ltd.
February 17, 2023
Page 3
You may contact Lily Dang, Staff Accountant at 202-551-3867 or Mark Wojciechowski,
Staff Accountant at 202-551-3759 if you have questions regarding comments on the financial
statements and related matters. Please contact Michael Purcell, Staff Attorney at 202-551-5351
or Laura Nicholson, Special Counsel at 202-551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: James McDonald