Borr Drilling Ltd美股招股说明书(2025-07-07版)

Borr Drilling Limited We are offering 50,000,000 of our common shares, par value $0.10 per share. Our commonshares are listed on the New York StockExchange, or the NYSE under the ticker symbol “BORR.” On July 2, 2025, the last reported sale price of our common shares onthe NYSE was $2.11 per share. We intend to use the net proceeds from this offering for general corporate purposes, which mayinclude debt service, capital expenditures and funding of our working capital. See “Use of Proceeds.” We currently do not have sufficient authorized share capital for all of the common shares being offered pursuant to this prospectussupplement. We have called a special general meeting of shareholders to be held on August 6, 2025 (the “SGM”) to approve theauthorization of 50,000,000 additional shares. The completion of the sale of the shares in the second settlement offering isconditioned on obtaining shareholder approval at the SGM (the “SGM Condition”). We are authorized and intend to deliverapproximately 30,000,000 shares (the “First Settlement Amount”) in the offering on July7, 2025 (such issuance, the “FirstSettlement”). We plan to issue shares to settle the remainder of the shares offered hereby on the trading day following the SGM,provided that the SGM Condition is met (such issuance, the “Second Settlement”). If we do not receive shareholder approval to increase our authorized share capital at the SGM, no shares will be delivered in theSecond Settlement of this offering, but the shares delivered in the First Settlement will not be impacted. You should carefully read this prospectus supplement and the accompanying prospectus, together with the documents weincorporate by reference, before you invest in our common shares. We also encourage you to read the documents we have referredyou to in the “Where You Can Find More Information” section of this prospectus supplement. Investing in our common shares involves risks. Before making an investment decision, please read the informationcontained in and incorporated by reference under the heading “Risk Factors” on page S-10of this prospectus supplementand on page8of the accompanying prospectus, and beginning on page 7 of our Annual Report on Form 20-F for the yearended December31, 2024, and under similar headings in the other documents that we have filed or that are filed after thedate hereof and incorporated by reference into this prospectus supplement and the accompanying prospectus. Neitherthe Securities and Exchange Commission(“SEC”)nor any state securities commission has approved ordisapprovedof these securities or passed upon the adequacy or accuracy of this prospectus supplement or theaccompanying prospectus. Any representation to the contrary is a criminal offense. (1)In addition, the Company may at its election and in its absolute discretion pay to certain of the Underwriters a discretionary cash fee of up to 1% of theaggregate gross proceeds received by the Company from the sale of the 50,000,000 shares. The underwriters expect to deliver the common shares up to the First Settlement Amount to purchasers on or about July 7, 2025 forthe First Settlement (the “First Settlement Date”) and assuming the SGM Condition is met, the remaining common shares to bedelivered in the offering on or about August 7, 2025 for the Second Settlement (the “Second Settlement Date” and, together withthe First Settlement Date, the “Settlement Dates”). Joint Bookrunners DNB CarnegieCitigroup Clarksons SecuritiesGoldman Sachs & Co. LLC Prospectus Supplement, dated July 3, 2025 TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-3PROSPECTUS SUPPLEMENT SUMMARYS-5RISK FACTORSS-10USE OF PROCEEDSS-14CAPITALIZATIONS-14UNDERWRITINGS-15EXPENSES RELATED TO THIS OFFERINGS-20LEGAL MATTERSS-21EXPERTSS-22WHERE YOU CAN FIND MORE INFORMATION ABOUT USS-23INCORPORATION OF DOCUMENTS BY REFERENCES-24 Prospectus PageABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION ABOUT US2INCORPORATION OF DOCUMENTS BY REFERENCE3SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS4OUR COMPANY7RISK FACTORS8USE OF PROCEEDS9DESCRIPTION OF COMMON SHARES10DESCRIPTION OF PREFERENCE SHARES14DESCRIPTION OF DEBT SECURITIES15DESCRIPTION OF WARRANTS21DESCRIPTION OF RIGHTS23DESCRIPTION OF UNITS24SELLING SECURITY HOLDERS25PLAN OF DISTRIBUTION26EXPENSES28TAXATION29ENFORCEABILITY OF CIVIL LIABILITIES30LEGAL MATTERS31EXPERTS32 It is expected that delivery of the common shares offered in the offering will be made against payment therefor on orabout: (i)for 30,000,000 shares to be issued in the First Settlement, the First Settlement Date, being July 7, 2025,and (ii)for the remaining 20,000,000 shares to be issued in the Second Settlement, the Second Settlement Date,being the first trading day following the SGM, provided that the SGM Condition is met. Under Rule 15(c)6-l underthe U.S. Exchange Act of 1934 (the “Exchange Act”), trades in the seco