NORDIC AMERICAN TANKERS Ltd F-3/A, filed Feb 11, 2022
NORDIC AMERICAN TANKERS Ltd (NAT)
F-3/A
2022-02-11
View Original
Added on
October 18, 2026
As filed with the Securities and Exchange Commission on February 11, 2022.
Registration Statement No. 333-261630
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Pre-effective Amendment No. 1 to
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NORDIC AMERICAN TANKERS LIMITED
(Exact name of registrant as specified in its charter)
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Islands of Bermuda
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N/A
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Nordic American Tankers Limited
Attn: Herbjørn Hansson
LOM Building
27 Reid Street
Hamilton HM 11
Bermuda
(441) 292-7202
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Seward & Kissel LLP
Attn: Edward S. Horton, Esq.
One Battery Park Plaza
New York, New York 10004
(212) 574-1265
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(Address and telephone number of Registrant's
principal executive offices)
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__________________________________
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(Name, address and telephone number of agent
for service)
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Copies to:
Edward S. Horton, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1265
Approximate date of commencement of proposed sale to the public: From time to time after this
registration statement becomes effective as determined by market conditions and other factors.
If the only securities being registered on the 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 that prepares its financial statements in accordance with U.S. GAAP, 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.
EXPLANATORY NOTE
Nordic American Tankers Limited is filing this Amendment No. 1 to its registration statement on Form F-3 (File No. 333-261630) as an exhibits-only filing for the purpose of filing an updated auditor consent as Exhibit 23.3. Accordingly, this amendment consists only
of the cover page, this explanatory note, Item 9 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibit. The remainder of the Registration Statement is unchanged and has therefore been
omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 9. EXHIBITS
See the Exhibit Index on the page immediately following the signature pages on this Form F-3/A, which Exhibit Index is incorporated herein by reference.
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Sandefjord, country of Norway on February
11, 2022.
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NORDIC AMERICAN TANKERS LIMITED
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By:
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/s/ Herbjørn Hansson
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Name:
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Herbjørn Hansson
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Title:
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Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the
following persons on February 11, 2022 in the capacities indicated.
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Signature
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Title
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/s/ Herbjørn Hansson
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Chairman of the Board of Directors,
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Herbjørn Hansson
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Chief Executive Officer, President and Director
(Principal Executive Officer)
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/s/ Bjorn Giaever
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Chief Financial Officer & Executive Vice President
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Bjorn Giaever
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(Principal Financial and Accounting Officer)
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/s/ Jim Kelly
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Director
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Jim Kelly
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/s/ Alexander Hansson
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Director
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Alexander Hansson
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/s/ Douglas H. Penick
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Director
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Douglas H. Penick
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Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly undersigned representative in the
United States of Nordic American Tankers Limited, has signed this Registration Statement in the city of Newark, state of Delaware, on February 11, 2022.
PUGLISI & ASSOCIATES
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By:
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/s/ Donald J. Puglisi
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Name:
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Donald J. Puglisi
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Exhibits
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Exhibit Number
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Description
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1.1
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Form of Underwriting Agreement (for equity securities)(1)
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1.2
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Form of Underwriting Agreement (for debt securities)(1)
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4.1
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4.2
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Form of Preferred Share Certificate(1)
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4.3
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4.4
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Form of Warrant Agreement(1)
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4.5
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Form of Purchase Contract(1)
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4.6
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4.7
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4.8
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Form of Unit Agreement(1)
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4.9
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Form of Rights Agreement(1)
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5.1#
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5.2#
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23.1#
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Consent of Appleby (Bermuda) Limited, (included in Exhibit 5.1)
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23.2#
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Consent of Seward & Kissel LLP (included in Exhibit 5.2)
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23.3*
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24.1
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25.1
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Form of T-1 Statement of Eligibility (senior indenture)(1)
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25.2
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Form of T-1 Statement of Eligibility (subordinated indenture)(1)
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107*
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#
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Indicates a document previously filed with the Commission
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Filed herewith.
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(1)
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To be filed as an amendment or as an exhibit to a report filed pursuant to the Securities Exchange Act of 1934 and incorporated by reference into this
registration statement.
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(2)
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Incorporated herein by reference to Exhibit 2.1 in the Annual Report of Nordic American Tankers Limited filed April 17, 2012 on Form 20-F.
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(3)
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Incorporated herein by reference to Exhibit 4.1 of Form 6-K filed on June 16, 2017.
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(4)
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Incorporated herein by reference to Exhibit 4.6 of Form F-3 filed on November 30, 2018.
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(5)
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Incorporated herein by reference to Exhibit 4.7 of Form F-3 filed on November 30, 2018.
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EXHIBIT 23.3
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Nordic American Tankers Limited:
Nordic American Tankers Limited:
We consent to the use of our reports dated April 29, 2021, with respect to the consolidated balance sheets of Nordic American Tankers
Limited and subsidiaries as of December 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive (loss) income, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31,
2020, and the related notes, and the effectiveness of internal control over financial reporting as of December 31, 2020, incorporated by reference herein and to the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG AS
Oslo, Norway
February 11, 2022
February 11, 2022