挪威邮轮美股招股说明书(2025-09-09版)

3,313,868 Ordinary Shares NORWEGIAN CRUISE LINE HOLDINGS LTD. We are offering 3,313,868 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 aprice of $24.53 per share. Our ordinary shares are listed for trading on the New York Stock Exchange (“NYSE”) under thesymbol “NCLH.” On September8, 2025, the closing price of our ordinary shares on the NYSE was $24.53per 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” inthe accompanying prospectus. Investing in our ordinary shares involves a high degree of risk. See “Risk Factors” beginning on pageS-14of this prospectus supplement and the risk factors included in the information incorporated byreference in this prospectus supplement and the accompanying prospectus to read about certain factors youshould consider before buying our ordinary shares. In this offering, J.P. Morgan Securities LLC 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. See “Plan of Distribution”beginning on pageS-20 of this prospectus supplement for more information regarding these arrangements. We currently anticipate that the closing of the sale of such ordinary shares will take place on or aboutSeptember 11, 2025, which will be the second business day following the initial trade date for such ordinaryshares (this settlement cycle being referred to as “T+2”). Under Rule15c6-1 under the Securities ExchangeAct of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required tosettle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly,purchasers who wish to trade the ordinary shares more than one business day prior to the original issue datewill be required, by virtue of the fact that the ordinary shares will initially settle in T+2, to specify alternatesettlement arrangements at the time of any such trade to prevent a failed settlement. Purchasers of theordinary shares who wish to trade the ordinary shares prior to the business day preceding the settlement dateshould consult their own advisors. 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 istruthful or complete. Any representation to the contrary is a criminal offense. 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 whichwill permit the issue of the ordinary shares and the free transferability of such shares under the ECA so longas voting securities of the Company are admitted to trading on the NYSE or any other appointed stockexchange. Sole Placement Agent J.P. Morgan The date of this prospectus supplement is September 8, 2025. PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-2TERMS USED IN THIS PROSPECTUS SUPPLEMENTS-3WHERE YOU CAN FIND MORE INFORMATIONS-4INCORPORATION BY REFERENCES-5CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTSS-6PROSPECTUS SUPPLEMENT SUMMARYS-8RISK FACTORSS-14USE OF PROCEEDSS-15CAPITALIZATIONS-16CERTAIN BERMUDA TAX CONSIDERATIONSS-18PLAN OF DISTRIBUTIONS-19LEGAL MATTERSS-24EXPERTSS-24 PROSPECTUS ABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION2INCORPORATION BY REFERENCE3CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS4THE COMPANY6RISK FACTORS7USE OF PROCEEDS8DESCRIPTION OF SHARE CAPITAL9MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS20PLAN OF DISTRIBUTION25LEGAL MATTERS29EXPERTS29 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 automaticshelf registration statement that we filed with the U.S. Securities and Exchange Commission (the “SEC”) asa “