6-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

August 7, 2025

Commission File Number: 001-39007

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Borr Drilling Limited

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S.E. Pearman Building

2^nd^ Floor 9 Par-la-Ville Road

Hamilton HM11 Bermuda

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F                        Yes ☒ No ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):             Yes ☐ No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):             Yes ☐ No ☒

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INCORPORATION BY REFERENCE

This Form 6-K is hereby incorporated by reference into the registration statements of Borr Drilling Limited (the “Company”) on Form F-3 (Registration Number 333-286490 ) and into each prospectus outstanding under the foregoing registration statements, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, or the Securities Exchange Act of 1934.

Exhibits
5.1	Legal Opinion of Conyers Dill & Pearman Limited
99.1	Press release, dated August 7, 2025

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BORR DRILLING LIMITED
Date: August 7, 2025	By:	/s/ Mi Hong Yoon
	Name:	Mi Hong Yoon
	Title:	Director

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Exhibit 5.1

CONYERS DILL & PEARMAN LIMITED<br><br> <br><br><br> <br>Clarendon House, 2 Church Street<br><br> <br>Hamilton HM 11, Bermuda<br><br> <br><br><br> <br>Mail: PO Box HM 666, Hamilton HM CX, Bermuda<br><br> <br>T +1 441 295 1422<br><br> <br><br><br> <br>conyers.com

7 August 2025

Matter No.: 1006822

+1 441 299 4954

[email protected]

Borr Drilling Limited

S.E. Pearman Building

2^nd^ floor, 9 Par-la-Ville Road

Bermuda

Dear Sir/Madam

Re: Borr Drilling Limited (the “Company”)

We have acted as special Bermuda counsel to the Company in connection with a registration statement on Form F-3 (Registration No. 333-286490) filed with the U.S. Securities and Exchange Commission (the “Commission”) on 11 April 2025 and the prospectus filed with the Commission on 11 April 2025, as supplemented by a preliminary prospectus supplement (the “Preliminary Prospectus Supplement”) filed with the Commission on 2 July 2025 and a final prospectus supplement (the “Prospectus Supplement”) filed with the Commission on 7 July 2025 (collectively, the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) of the issuance and sale to the Underwriters (as defined below) of 50,000,000 common shares of par value US$0.10 per share in the share capital of the Company, of which 20,000,000 common shares are expected to be delivered on 7 August 2025 (the “Second Time of Delivery Common Shares”), pursuant to an underwriting agreement dated 3 July 2025 (the “Agreement”) among the Company and DNB Markets, Inc., as representative of the several underwriters named in Schedule I thereto (together, the “Underwriters”).

1.	DOCUMENTS REVIEWED

For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed:

1.1.	a copy of the Agreement;

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1.2.	copies of the memorandum of association and the bye-laws of the Company (together, the “Constitutional Documents”), each certified by the Secretary of the Company on 7 August 2025;
1.3.	a Certificate of Compliance under the Companies Act 1981, as amended (the “Companies Act 1981”) issued by the Bermuda Registrar of Companies in respect of the Company dated 6 August 2025;
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1.4.	a copy of the minutes of a meeting of the Company’s directors held on 2 July 2025 certified by the Secretary of the Company on 7 August 2025 (the “Board Resolutions”);
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1.5.	a copy of the minutes of a special general meeting of the Company’s shareholders held on 6 August 2025 certified by the Secretary of the Company on 7 August 2025 (the “Shareholder Resolutions”);
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1.6.	a copy of unanimous written resolutions of the Pricing Committee of the Company adopted on 3 July 2025 certified by the Secretary of the Company on 7 August 2025 (the “Pricing Committee Resolutions”,<br><br><br> and together with the Board Resolutions and the Shareholder Resolutions, the “Resolutions”);
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1.7.	a copy of the register of members of the Company certified by the Secretary of the Company as at 7 August 2025; and
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1.8.	such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.
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2.	ASSUMPTIONS
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We have assumed:

2.1.	the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken;
2.2.	that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been<br> marked or otherwise drawn to our attention;
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2.3.	the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us;
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2.4.	that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended;
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2.5.	that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein;
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2.6.	that the Company’s shares will be listed on an appointed stock exchange, as defined in the Companies Act 1981, and the consent to the issue and free transfer of the Company’s securities given by the Bermuda Monetary Authority as of 13<br> June 2025 will not have been revoked or amended at the time of issuance of any Second Time of Delivery Common Shares; and
2.7.	the capacity, power and authority of all parties other than the Company to enter into and perform their obligations under any and all documents entered into by such parties in connection with the Second Time of Delivery Common Shares,<br> and the due execution and delivery thereof by each party thereto.
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3.	QUALIFICATIONS
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3.1.	The obligations of the Company in connection with the Second Time of Delivery Common Shares and any other agreement or document relating thereto:
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(a)	will be subject to the laws from time to time in effect relating to bankruptcy, insolvency, liquidation, possessory liens, rights of set off, reorganisation, amalgamation, merger, consolidation, moratorium, bribery, corruption, money<br> laundering, terrorist financing, proliferation financing or any other laws or legal procedures, whether of a similar nature or otherwise, generally affecting the rights of creditors as well as applicable international sanctions;
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(b)	will be subject to statutory limitation of the time within which proceedings may be brought;
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(c)	will be subject to general principles of equity and, as such, specific performance and injunctive relief, being equitable remedies, may not be available;
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(d)	may not be given effect to by a Bermuda court if and to the extent they constitute the payment of an amount which is in the nature of a penalty; and
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(e)	may not be given effect by a Bermuda court to the extent that they are to be performed in a jurisdiction outside Bermuda and such performance would be illegal under the laws of that jurisdiction. Notwithstanding any contractual<br> submission to the exclusive or non-exclusive jurisdiction of specific courts, a Bermuda court has inherent discretion to stay or allow proceedings in the Bermuda courts.
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3.2.	“Non-assessability” is not a legal concept under Bermuda law, but when we describe the Second Time of Delivery Common Shares herein as being “non-assessable” we mean, subject to any contrary provision in any agreement between the<br> Company and any one of its members holding any of the Second Time of Delivery Common Shares (but only with respect to such member), that no further sums are payable with respect to the issue of such shares and no member shall be bound by<br> an alteration in the Constitutional Documents after the date upon which it became a member if and so far as the alteration requires such member to take or subscribe for additional Second Time of Delivery Common Shares or in any way<br> increases its liability to contribute to the share capital of, or otherwise pay money to, the Company.
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3.3.	We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda.  This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is<br> given on the basis of the current law and practice in Bermuda.  This opinion is issued solely for your benefit and use for the purposes of the filing of the Preliminary Prospectus Supplement and the Prospectus Supplement and the offering<br> of the Second Time of Delivery Common Shares by the Company as described in the Preliminary Prospectus Supplement and Prospectus Supplement and is not to be relied upon by any other person, firm or entity or in respect of any other<br> matter.
4.	OPINIONS
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On the basis of and subject to the foregoing we are of the opinion that:

4.1	The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda governmental authority under the Companies Act 1981, or to pay any<br> Bermuda government fee or tax, which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).
4.2	When issued and paid for as contemplated by the Registration Statement, the Second Time of Delivery Common Shares will be validly issued, fully paid and non-assessable.
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5.	DISCLOSURE
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5.1.	We hereby consent to (i) the filing of this opinion as an exhibit to the Company’s Current Report on Form 6-K relating to the Second Time of Delivery Common Shares and (ii) to the references to our firm under the caption “Legal<br> Matters” in the Preliminary Prospectus Supplement and Prospectus Supplement forming a part of the Registration Statement. In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the<br> Securities Act or that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.
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Yours faithfully,

/s/ Conyers Dill & Pearman Limited

Conyers Dill & Pearman Limited

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Exhibit 99.1

Borr Drilling Announces Second and Final Settlement of the Offering of Common Shares

Hamilton, Bermuda, August 7, 2025. Borr Drilling Limited (the “Company”) (NYSE) announced today the second and final settlement of its previously announced public offering of 50 million common shares at a price of $2.05 per share for total gross proceeds of $102.5 million.

The total number of shares issued in the offering was 50 million, of which 30 million shares were issued on July 7, 2025, and 20 million shares were issued on August 7, 2025.

DNB Carnegie, Clarksons Securities, Citigroup and Goldman Sachs & Co. LLC were joint bookrunners for the offering.

Following the second and final settlement of this offering, the Company’s outstanding share capital increased by $2,000,000 to $28,622.486.60, divided into 286,224,866 outstanding common shares, each with a nominal value of $0.10 per share.

The offering was made pursuant to an effective automatic shelf registration statement, previously filed by the Company with the Securities and Exchange Commission (“SEC”) on April 11, 2025. The offering of the common shares was made only by means of a prospectus and a related prospectus supplement. A final prospectus supplement relating to the offering was filed with the SEC on July 7, 2025. You may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the final prospectus supplement and accompanying prospectus related to the offering may be obtained by contacting DNB Markets, Inc., Attn: Compliance Department, by telephone: 212-681-3800, or by email at: [email protected].

This press release is for information purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to purchase or subscribe for securities, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

The Board of Directors

Borr Drilling Limited

Hamilton, Bermuda

Contact:

Magnus Vaaler: CFO, +47 22483000

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