Crown LNG Holdings Ltd美股招股说明书(2025-03-20版)

Secondary Offering of488,030,425 Pubco Ordinary Shares This prospectus relates to the resale from time to time of up to 488,030,425 Ordinary Shares of Crown LNG Holdings Limited, (“us,” “we,”“Pubco” or the “Company”), by certain holders of our Ordinary Shares (the “Selling Securityholders”) and Arena Business Solutions Global SPC II,LTD (the “Arena Selling Securityholder”). We are registering the resale of (i)up to 10,000,000 Pubco Ordinary Shares that are issuable by us upon exercise of 10,000,000 warrants, whichwere included in the units sold in the Catcha’s IPO, and were assumed by Pubco at the Closing (as defined below), with each whole warrant exercisablefor one Ordinary Share at an exercise price of $11.50 per whole share, (ii)up to 5,333,333 Pubco Ordinary Shares that are issuable upon the exercise of5,333,333 warrants, which were originally issued in a private placement simultaneously with Catcha’s IPO, and were assumed by Pubco at the Closing,with each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50 per whole share, (iii)up to 1,865,799 of Ordinary Shares thatare issuable by us upon exercise of 1,865,799 warrants issued to Catcha Holdings LLC (the “Sponsor”), and (iv) up to 147,500 Pubco Ordinary Shares(the “Helena Shares”) that are issuable upon the exercise of 147,500 warrants issued to Helena Special Opportunities LLC (“Helena”), pursuant to theSecurities Purchase Agreement dated as of June 4, 2024, between Helena and Crown (the “Securities Purchase Agreement”). We are also registering the resale of Ordinary Shares, subject to the contractual lock-ups described in the Lock-up Agreements (“Lock-upAgreements”) of up to (i) 19,229,215 Pubco Ordinary Shares to insiders of Crown (such shareholders, the “Crown Legacy Holders”) issued as follows:Swapan Kataria at a $5.650 price per share, Jorn Skule Husemoen at a $1.330 price per share, and Gunnar Knutsen at a $0.815 price per share, all ofwhom held securities of Crown prior to the closing (the “Closing”) of the business combination with Catcha (as further described herein, the “BusinessCombination”), (ii) 838,723 of our Ordinary Shares that were issued at $0.003 per share to the Sponsor upon conversion of 838,723 Catcha Class Bordinary shares, par value $0.0001 per share (“Class B Ordinary Shares”), of Catcha that were initially issued in a private placement prior to the IPO,(iii) 202,863 Pubco Ordinary Shares issued at $8.50 price per share by us to certain accredited investors (the “PIPE Investors”) pursuant to subscriptionagreements entered May 6, 2024 and May 14, 2024, by and between Pubco, Catcha, and the PIPE Investors (“PIPE Agreements”), (iv) up to 25,000,000of our Ordinary Shares that are issuable to Helena through a private placement for the issuance of convertible notes (the “SPA Notes”), pursuant to theSecurities Purchase Agreement issued at $0.3088 per share, (v) up to 2,000,000 shares of Pubco ordinary shares that are issuable to J.V.B. FinancialGroup, LLC (“JVB”) upon the exercise of the Convertible Note issued by Pubco to JVB on July 24, 2024, which was issued in a principal amount of$1,000,000 and is convertible into Pubco Ordinary Shares based on a discount to prevailing market prices of the Pubco Ordinary Shares (the “JVB NoteShares”), (vi) 600,000 Pubco ordinary shares issued to JVB in connection with engagement letter, pursuant to which JVB, acting through its Cohen &Company Capital Markets Division, was engaged by Pubco to act as placement agent in connection with a line of credit (the “JVB EngagementShares”), (vii) up to 551,633 of our Ordinary Shares that are issuable to Frisak & Partners AS through a conversion of the certain convertible notes (the“Frisak Note”) at $0.341 per share, (viii) up to 3,871,772 of our Ordinary Shares that are issuable to certain investors through a conversion of aconvertible note at $0.2788 per share and 4,055,466 of our Ordinary Shares that are issuable to certain investors through a conversion of a convertiblenote at $0.2709 per share (the “Private Notes”), (ix) up to 227,252,067 of our Ordinary Shares that are issuable to certain investors pursuant to theKGLNG Agreement (the “KGLNG Shares”) at $0.264 per share, (x) up to 94,688,361 of our Ordinary Shares that are issuable to certain investorspursuant to the GBTRON Agreement (the “GBTRON Shares”) at $0.264 per share, (xi) up to 30,000,000 of our Ordinary Shares issuable to the ArenaSelling Securityholder pursuant to the Arena Purchase Agreement (the “ArenaShares”) at $0.3173 per share, Table of Contents (xii) up to 1,603,326 of our Ordinary Shares that are issuable to certain investors through settlement of a loan agreement between Pubco, Crown, andeach investor (the “BDO Shares”), (xiii) up to 22,228,239 of our Ordinary Shares that are issuable to certain investors through a conversion of thecertain convertible notes (the “CIO Notes”) at $0.44 per share, (xiv) up to 8,888,170 of our Ordinary Shares (the “Exclu