HSHP 20-F

Himalaya Shipping Ltd. (HSHP)

20-F 2025-03-26 For: 2024-12-31

View Original

Added on April 10, 2026


		PAGE
	PART 1
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS	1
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3.	KEY INFORMATION	1
A.	[RESERVED]	1
B.	CAPITALIZATION AND INDEBTEDNESS	1
C.	REASONS FOR THE OFFER AND USE OF PROCEEDS	1
D.	RISK FACTORS	1
ITEM 4.	INFORMATION ON THE COMPANY	31
A.	HISTORY AND DEVELOPMENT OF THE COMPANY	31
B.	BUSINESS OVERVIEW	32
C.	ORGANIZATIONAL STRUCTURE	51
D.	PROPERTY, PLANT AND EQUIPMENT	52
ITEM 4A.	UNRESOLVED STAFF COMMENTS	52
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	53
A.	OPERATING RESULTS	55
B.	LIQUIDITY AND CAPITAL RESOURCES	58
C.	RESEARCH & DEVELOPMENT, PATENTS AND LICENSES, ETC.	64
D.	TREND INFORMATION	64
E.	CRITICAL ACCOUNTING ESTIMATES	65
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	66
A.	DIRECTORS AND SENIOR MANAGEMENT	66
B.	COMPENSATION	68
C.	BOARD PRACTICES	68
D.	EMPLOYEES	69
E.	SHARE OWNERSHIP	69
F.	DISCLOSURE OF A REGISTRANTS ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION	70
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	70
A.	MAJOR SHAREHOLDERS	71
B.	RELATED PARTY TRANSACTIONS	71
C.	INTERESTS OF EXPERTS AND COUNSEL	71
ITEM 8.	FINANCIAL INFORMATION	71
A.	CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION	71
B.	SIGNIFICANT CHANGES	72
ITEM 9.	THE OFFER AND LISTING	72
A.	OFFER AND LISTING DETAILS	72
B.	PLAN OF DISTRIBUTION	72
C.	MARKETS	72
D.	SELLING SHAREHOLDERS	72
E.	DILUTION	72


F.	EXPENSES OF THE ISSUE	72
ITEM 10.	ADDITIONAL INFORMATION	72
A.	SHARE CAPITAL	73
B.	MEMORANDUM AND ARTICLES OF ASSOCIATION	73
C.	MATERIAL CONTRACTS	78
D.	EXCHANGE CONTROLS	78
E.	TAXATION	78
F.	DIVIDENDS AND PAYING AGENTS	82
G.	STATEMENT BY EXPERTS	82
H.	DOCUMENTS ON DISPLAY	82
I.	SUBSIDIARY INFORMATION	82
J.	ANNUAL REPORT TO SECURITY HOLDERS	82
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	82
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	83
A.	DEBT SECURITIES	83
B.	WARRANTS AND RIGHTS	83
C.	OTHER SECURITIES	83
D.	AMERICAN DEPOSITORY SHARES	83
	PART 2
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	83
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	83
ITEM 15.	CONTROLS AND PROCEDURE	84
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	84
ITEM 16B.	CODE OF ETHICS	85
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	85
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	85
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	86
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	86
ITEM 16G.	CORPORATE GOVERNANCE	86
ITEM 16H.	MINE SAFETY DISCLOSURE	86
ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	86
ITEM 16J.	INSIDER TRADING POLICY	86
ITEM 16K.	CYBERSECURITY	86
	PART 3
ITEM 17.	FINANCIAL STATEMENTS	87
ITEM 18.	FINANCIAL STATEMENTS	87
ITEM 19.	EXHIBITS	87


Vessel						Delivery date
Mount Bandeira						January 5, 2024
Mount Hua						January 8, 2024
Mount Elbrus						January 11, 2024
Mount Denali						April 19, 2024
Mount Aconcagua						June 6, 2024
Mount Emai						June 13, 2024


	Year ended	Year ended
(in thousands of $)	December 31, 2024	December 31, 2023	Change	% Change



Total operating revenues	123,580	36,736	86,844	236	%


Vessel operating expenses	(23,845)	(8,597)	(15,248)	177	%
Voyage expenses and commissions	(1,607)	(549)	(1,058)	193	%
General and administrative expenses	(5,031)	(3,846)	(1,185)	31	%
Depreciation and amortization	(26,474)	(9,118)	(17,356)	190	%
Total operating expenses	(56,957)	(22,110)	(34,847)	158	%

Operating profit	66,623	14,626	51,997	356	%
(Loss) from equity method investment	(11)	—	(11)	100	%




Total financial expenses, net	(45,557)	(13,112)	(32,445)	247	%


Income tax (expense)/credit	(11)	—	(11)	100	%
Net income attributable to shareholders of Himalaya Shipping Ltd	21,044	1,514	19,530	1290	%


	Year ended	Year ended
(in thousands of $ except TCE earnings and number of days)	December 31, 2024	December 31, 2023	Change
Total operating revenues	123,580	36,736	86,844
Add: Address commissions	4,483	1,360	3,123
Total operating revenues, gross	128,063	38,096	89,967
Fleet operational days	3,941	1,369	2,572
Average daily TCE earnings, gross	32,495	27,831	4,664


(in thousands of U.S. dollars)	Year ended December 31, 2024	Year ended December 31, 2023	Year ended December 31, 2022
Net cash provided by (used in) operating activities	55,840	6,474	(1,446)
Net cash used in investing activities	(313,359)	(413,055)	(78,198)
Net cash provided by financing activities	251,335	431,871	68,623
Net increase/(decrease) in cash, cash equivalents and restricted cash	(6,184)	25,290	(11,021)
Cash and cash equivalents at the beginning of the year	25,553	263	11,284
Cash and cash equivalents at the end of the year	19,369	25,553	263
Supplementary disclosure of cash flow information


Non-cash additions in respect of newbuildings	—	—	(13,683)
Issuance of liabilities for newbuilding installments	—	—	13,683
Interest paid, net of capitalized interest	(40,287)	(12,992)	—


Vessel name	Hull No.	Third Anniversary	Fourth Anniversary	Fifth Anniversary	Sixth Anniversary	Seventh Anniversary
Mount Norefjell	0120833	$56,934,360	$54,492,480	$52,050,600	$49,608,720	$47,166,840
Mount Ita	0120834	$56,934,360	$54,492,480	$52,050,600	$49,608,720	$47,166,840
Mount Etna	0120835	$56,934,360	$54,492,480	$52,050,600	$49,608,720	$47,166,840
Mount Blanc	0120836	$56,934,360	$54,492,480	$52,050,600	$49,608,720	$47,166,840
Mount Matterhorn	0120837	$56,000,000	$54,000,000	$51,000,000	$48,000,000	$46,000,000
Mount Neblina	0120838	$56,000,000	$54,000,000	$51,000,000	$48,000,000	$46,000,000
Mount Bandeira	0120839	$56,000,000	$54,000,000	$51,000,000	$48,000,000	$46,000,000
Mount Hua	0120840	$56,000,000	$54,000,000	$51,000,000	$48,000,000	$46,000,000
Mount Elbrus	0120841	$56,000,000	$54,000,000	$51,000,000	$48,000,000	$46,000,000
Mount Denali	0120842	$56,000,000	$54,000,000	$51,000,000	$48,000,000	$46,000,000
Mount Aconcagua	0120843	$56,000,000	$54,000,000	$51,000,000	$48,000,000	$46,000,000
Mount Emai	0120844	$56,000,000	$54,000,000	$51,000,000	$48,000,000	$46,000,000


(in millions of $)	Total obligation	Due in 2025	Due in 2026 - 2027	Due in 2028 - 2029	Due Thereafter
Financing
Bareboat charters for vessels (1)	982.6	72.5	145.1	145.3	619.7
Repayment of scrubber financing including interest commitments (2)	3.5	3.1	0.4	—	—
	986.1	75.6	145.5	145.3	619.7


Director or Officer	Beneficial Ownership in Common Shares		Interest in Options
	Number of shares	%	Total number of options	Exercise price(1)	Expiry date
Bjorn Isaksen(2)	450,000	*	150,000(4)	$8.00	December 8, 2026
Jehan Mawjee	—	—	50,000(6)	$8.00	February 19, 2029
Georgina Sousa	—	—	50,000(4)	$8.00	December 8, 2026
Carl Steen(3)	202,496	*	75,000(4)	$8.00	December 8, 2026
Mi Hong Yoon	—	—	—	—	—
Herman Billung	41,241	*	100,000(5)	$8.00	March 10, 2027
Lars-Christian Svensen	19,186	*	65,000(7)	$10.00	September 1, 2029
All executive officers and directors as a group	712,923	1.5%	490,000


5% Equity holders	Beneficial Ownership in Common Shares(1)
	Number of shares	%
Drew Holdings Ltd.(2)	13,492,549	29.0%
Affinity Shipholdings I LLP(3)	3,054,127	6.6%


(in thousands of $)
Fiscal year ended December 31, 2024						358
Fiscal year ended December 31, 2023						773


Number						Description of Exhibit
1.1						Certificate of Incorporation§
1.2						Memorandum of Association§
1.3						Amended and Restated Bye-laws§
1.4						Certificate of Deposit of Memorandum of Increase of Share Capital of Himalaya Shipping registered on July 2, 2021 (increasing Himalaya Shipping’s authorized capital)§
2.1						Description of Securities Registered under Section 12 of the Exchange Act†
4.1						Form of Registration Rights Agreement§
4.2						Shipbuilding Contract for Construction of One 210,000 dwt Bulk Carrier between New Times Shipbuilding Co. Ltd. and MOUNT NOREFJELL INC. (formerly known as LHOTSE INC.), for vessel with hull number 0120833, dated March 10, 2021, as amended on November 16, 2022§,**,#
4.3						Amended and Restated Memorandum of Agreement and Bareboat Charter, dated February 22, 2023, between MOUNT NOREFJELL INC., a wholly owned subsidiary of Himalaya Shipping, and Great Lhotse Limited, providing for the sale and leaseback of the Mount Norefjell vessel, with hull number 0120833 (Avic Leasing)§,***,#
4.4						Memorandum of Agreement and Bareboat Charter, dated April 20, 2022, between MOUNT MATTERHORN INC. (formerly known as EVEREST INC.), a wholly owned subsidiary of Himalaya Shipping, and Jianxin Jinjiushiwu Leasing (Tianjin) Co. Ltd., providing for the sale and leaseback of the Mount Matterhorn vessel, with hull number 0120837 (CCBFL Leasing)§,****,#
4.5						Novation Agreement, dated December 14, 2022, between MOUNT BANDEIRA INC., a wholly owned subsidiary of Himalaya Shipping, Jianxin Jinjiushiqui Leasing (Tianjin) Co. Ltd., as original buyer, and Huinuo (Tianjin) Shipping Leasing Co. Ltd., in respect of Mount Bandeira vessel, with hull number 0120839 (Jiangsu Leasing)§,**,***,#
4.6						Revolving Credit Facility Agreement between Himalaya Shipping Ltd. and Drew Holdings Limited. dated December 14, 2022§,#
4.7						Management Agreement between Himalaya Shipping Ltd. and 2020 Bulkers Management AS, dated February 27, 2023§
4.8						Corporate Support Agreement between Himalaya Shipping Ltd. and Magni Partners (Bermuda) Limited, dated September 15, 2021§,#
4.9						Bridge Facility Agreement between Himalaya Shipping Ltd. DNB Bank ASA and DNB Markets, dated March 1, 2023§,#
4.10						Novation Agreement, dated July 10, 2023, between MOUNT MATTERHORN INC., a wholly owned subsidiary of Himalaya Shipping, Jianxin Jinjiushiwu Leasing (Tianjin) Co. Ltd., as original buyer, and Compass Shipping 90 Corporation Limited, in respect of Mount Matterhorn vessel, with hull number 0120837§,******,#
4.11						Addendum to the Revolving Credit Facility Agreement between Himalaya Shipping Ltd. and Drew Holdings Limited dated January 11, 2024§,#
4.12						Second Addendum to Revolving Credit Facility Agreement between Himalaya Shipping Ltd. and Drew Holdings Ltd. dated October 31, 2024†,#
8.1						List of subsidiaries of Himalaya Shipping§

11.1						Insider Trading Policy†
12.1						Certification of the Principal Executive and Financial Officer under Section 302 of the Sarbanes-Oxley Act†
13.1						Certification of the Principal Executive and Financial Officer under Section 906 of the Sarbanes-Oxley Act†

97.1						Clawback Policy§
101.INS						XBRL Instance Document†
101.SCH						XBRL Taxonomy Extension Schema Document†
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document†
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document†
101.LAB						XBRL Taxonomy Extension Label Linkbase Document†
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document†
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


			Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 01318)			F-2
Consolidated Statements of Operations for the periods ended December 31, 2024, 2023 and 2022			F-3
Consolidated Balance Sheets as of December 31, 2024 and 2023			F-4
Consolidated Statements of Cash Flows for the periods ended December 31, 2024, 2023 and 2022			F-5
Consolidated Statements of Changes in Equity for the periods ended December 31, 2024, 2023 and 2022			F-7
Notes to the Audited Consolidated Financial Statements			F-8


(in thousands of $)	Notes	December 31, 2024	December 31, 2023
ASSETS
Current assets
Cash and cash equivalents		19,369	25,553
Trade receivables		1,249	811
Prepaid expenses and other current assets	9	6,180	6,443
Total current assets		26,798	32,807

Non-current assets
Equity method investment	10	324	—
Newbuildings	11	—	132,646
Vessels and equipment, net	12	852,979	428,617
Other non-current assets	11	—	5,136
Total non-current assets		853,303	566,399
Total assets		880,101	599,206

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt	14	24,304	19,795
Trade payables	17	821	1,693
Accrued expenses	13	7,229	2,531

Other current liabilities		3,445	1,281
Total current liabilities		35,799	25,300

Non-current liabilities
Long-term debt	14	689,583	419,701


Total non-current liabilities		689,583	419,701
Total liabilities		725,382	445,001

Commitments and contingencies	16

Shareholders' equity
Common shares of par value $1.00 per share: authorized 140,010,000 (2023: 140,010,000) shares, issued and outstanding 43,900,000 (2023: 43,900,000) shares	19	43,900	43,900
Additional paid-in capital	19	14,454	111,788
Contributed surplus	19	76,804	—
Retained earnings (Accumulated deficit)		19,561	(1,483)
Total shareholders' equity		154,719	154,205
Total liabilities and shareholders' equity		880,101	599,206


(in thousands of $ except share data)	Number of shares	Share capital	Additional paid-in capital	Contributed surplus	Retained earnings / (Accumulated deficit)	Total
Balance as of December 31, 2021	32,152,857	32,153	60,770	—	(1,044)	91,879

Share based compensation	—	—	401	—	—	401
Net loss	—	—	—	—	(1,953)	(1,953)
Balance as of December 31, 2022	32,152,857	32,153	61,171	—	(2,997)	90,327
Issuance of common shares	11,747,143	11,747	55,894	—	—	67,641
Equity issuance costs	—	—	(5,751)	—	—	(5,751)
Share based compensation	—	—	474	—	—	474
Net income	—	—	—	—	1,514	1,514
Balance as of December 31, 2023	43,900,000	43,900	111,788	—	(1,483)	154,205
Transfer to contributed surplus	—	—	(97,876)	97,876	—	—
Cash distributions to shareholders (note 19)	—	—	—	(21,072)	—	(21,072)
Share based compensation	—	—	542	—	—	542
Net income	—	—	—	—	21,044	21,044
Balance as of December 31, 2024	43,900,000	43,900	14,454	76,804	19,561	154,719


Standard	Description	Date of adoption	Expected Effect on our Consolidated Financial Statements or Other Significant Matters

ASU 2023-6 Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative	The amendments represent changes to clarify or improve disclosure and presentation requirements of a variety of Topics. Amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements. Also, the amendments align the requirements in the Codification with the SEC’s regulations.	The date on which SEC removes related disclosure or two years later	Under evaluation
ASU 2023-9 Income Taxes (Topic 740) - Improvements to Income Tax Disclosures	The amendments improve the transparency of income tax disclosures by requiring annual disclosure of (1) specific categories in the rate reconciliation; and (2) additional information for reconciling items if the effect of those reconciling items is equal to or greater than 5% of the resulting amount by multiplying pretax income (or loss) by the applicable statutory income tax rate. An entity is also required to provide the nature, effect and underlying causes of the reconciling items, and the judgment used in categorizing them, if not otherwise evident. The amendments also improve the comparability and effectiveness of disclosures by (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent with U.S. Securities and Exchange Commission (SEC) Regulation S-X 210.4-08(h), Rules of General Application—General Notes to Financial Statements: Income Tax Expense, and (2) removing disclosures that are no longer considered relevant or cost beneficial.	January 1, 2025	Under evaluation
ASU 2024-02 Codification Improvements - Amendments to Remove References to the Concepts Statements.	The amendments remove references to various Concepts Statements that were either (i) extraneous and not required to understand or apply the guidance, or (ii) used in prior statements to provide guidance in certain topics.	January 1, 2025	Under evaluation
ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)	The amendments require disclosure, in the notes to the financial statements of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period, an entity disclose the amount of: (a) purchase of inventory; (b) employee compensation; (c) depreciation; (d) intangible asset amortization; and (e) depreciation, depletion, and amortization recognized as part of oil and gas producing activities. The amendment also requires disclosure of the qualitative description of the amounts remaining in the relevant expense captions that are not separately disaggregated quantitatively. In addition, disclosure of the entity’s definition of selling expenses and its total amount are required.	January 1, 2027	Under evaluation



(in $ thousands)						2024
Opening balance						—
Additions (1)						305
Share options expense to employees of acquiree (2)						30
Loss from equity method investment						(11)
As of December 31						324



(in thousands of $)	2024	2023
As of January 1	132,646	176,145
Installment payments(1)	310,773	378,305
Capitalized interest	1,956	7,805
Other capitalized costs(2)	5,461	8,126
Reclassification to Vessels and equipment(3)	(450,836)	(437,735)
As of December 31	—	132,646


Year ending December 31
(in thousands of $)
2025												26,913
2026												26,064
2027												27,539
2028												29,563
2029												31,525
Thereafter												586,286
Total												727,890
Deferred finance charges												(14,003)
Total debt, net of deferred finance charges												713,887


	Outstanding share options	Weighted average remaining life	Weighted average exercise price (in $)	Weighted average grant date fair value (in $)
Outstanding as of December 31, 2021, unvested	500,000	4.0	8.00	2.20
Outstanding as of December 31, 2021, exercisable	—	0.0	—	—
Granted	120,000	4.0	8.00	1.95
Vested	—	0.0	—	—
Forfeited	—	0.0	—	—
Outstanding as of December 31, 2022, unvested	620,000	3.0	8.00	2.15
Outstanding as of December 31, 2022, exercisable	—	0.0	—	—
Granted	—	0.0	—	—
Vested	—	0.0	—	—
Forfeited	—	0.0	—	—
Outstanding as of December 31, 2023, unvested	620,000	3.0	8.00	2.15
Outstanding as of December 31, 2023, exercisable	—	0.0	—	—
Granted	180,000	5.0	8.72	2.98
Vested	(500,000)	0.0	7.53	2.20
Forfeited	—	0.0	—	—
Outstanding as of December 31, 2024, unvested	300,000	3.5	8.01	2.57
Outstanding as of December 31, 2024, exercisable	500,000	1.9	7.52	—


	2024		2024		2022
Grant date	September 2		February 19		March 10
Risk-free rate	3.75	%	4.36	%	2.00	%
Expected life	5.0 years		5.0 years		4.0 years
Expected future volatility	38	%	46	%	56	%


Declaration date	Amount per share (in $)	Payment date
February 2024	0.01	March 2024
March 2024	0.03	April 2024
April 2024	0.03	May 2024
May 2024	0.04	June 2024
June 2024	0.04	July 2024
July 2024	0.05	July 2024
August 2024	0.06	August 2024
September 2024	0.07	September 2024
October 2024	0.10	October 2024
November 2024	0.04	November 2024
December 2024	0.01	January 2025