挪威邮轮美股招股说明书(2025-04-04版)

NORWEGIAN CRUISE LINE HOLDINGS LTD. We are offering 649,565 ordinary shares, par value $0.001 per share, in a registered direct offering tocertain institutional investors pursuant to this prospectus supplement and the accompanying prospectus at a Our ordinary shares are listed for trading on the NYSE under the symbol “NCLH.” On April1, 2025,the closing price of our ordinary shares on the New York Stock Exchange (“NYSE”) was $19.06 per share. Our amended and restated bye-laws (our “bye-laws”) contain restrictions on the ownership and transferof our ordinary shares. See “Description of Share Capital — Ordinary Shares — Transfer Restrictions” in Investing in our ordinary shares involves a high degree of risk. See “Risk Factors” beginning on pageS-6of this prospectus supplement and the risk factors included in the information incorporated by referencein this prospectus supplement and the accompanying prospectus to read about certain factors you should In this offering, Barclays Capital Inc. will act as our sole placement agent (in such capacity, the“placement agent”) with respect to our ordinary shares offered by this prospectus supplement. Theplacement agent is not required to purchase or sell any ordinary shares but will use its reasonable bestefforts to solicit offers for the purchases of the ordinary shares offered hereby. While we will not pay the We expect to deliver shares against payment in New York, New York on or about April7, 2025. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved these securities or determined if this prospectus supplement or the accompanying prospectus is Ordinary shares may be offered or sold in Bermuda only in compliance with the provisions of theInvestment Business Act 2003 and the Companies Act 1981 of Bermuda (the “Companies Act”), whichregulates the sale of securities in Bermuda. Further, the Bermuda Monetary Authority (the “BMA”) mustapprove all issues and transfers of shares of a Bermuda exempted company under the Exchange Control Actof 1972 and regulations thereunder (together, the “ECA”). The BMA has given a general permission which Sole Placement AgentBarclays The date of this prospectus supplement is April2, 2025. PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the terms ofthe ordinary shares we are offering hereby. The second part is the accompanying prospectus, which containsand incorporates by reference important business and financial information about us and other informationabout this offering. This prospectus supplement and the accompanying prospectus are part of an automatic We are responsible for the information contained in this prospectus supplement and the accompanyingprospectus, including the information incorporated by reference herein as described herein and therein, andany related free writing prospectus that we prepare and distribute. We have not, and the placement agent hasnot, authorized anyone to provide you with information different from that contained in or incorporated byreference into this prospectus supplement, the accompanying prospectus or any related free writing prospectus.We are not making an offer to sell, or soliciting an offer to buy, these securities in any jurisdiction where the This prospectus supplement and the accompanying prospectus do not contain all of the informationincluded in the registration statement as permitted by the rules and regulations of the SEC. For furtherinformation, we refer you to the registration statement on Form S-3, including its exhibits, of which thisprospectus supplement and the accompanying prospectus form a part. We are subject to the informationalrequirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and therefore filereports and other information with the SEC. Statements contained in this prospectus supplement and the If the description of this offering varies between this prospectus supplement and the accompanyingprospectus, you should rely on the information in this prospectus supplement. Any statement made in thisprospectus supplement or in a document incorporated or deemed to be incorporated by reference in thisprospectus supplement will be deemed to be modified or superseded for purposes of this prospectus The discussion under “Material U.S. Federal Income Tax Considerations” in the accompanyingprospectus does not address the U.S. federal income tax consequences of acquiring, owning, or disposing ofour ordinary shares to any person that holds any indebtedness of the Company. Such holders are urged to TERMS USED IN THIS PROSPECTUS SUPPLEMENT Unless otherwise indicated or the context otherwise requires, references in this prospectus supplementto (i)the “Company,” “NCLH,” “we,” “our” and “us” refer to Norwegian Cruise Line Holdings Ltd. and itssubsidiaries, (ii)“NCLC” refer to NCL Corporation