Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2024

Commission File Number: 001-42162

 

 

CROWN LNG HOLDINGS LIMITED

(Translation of registrant’s name into English)

 

 

3rd Floor, 44 Esplanade, St. Helier, Jersey, JE4 9WG

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒   Form 40-F ☐

 

 

 

---

DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K

Lock-Up Agreement – Waiver

Waiver of Lock-Up Agreement

Catcha Investment Corp. and Crown LNG Holdings Limited (the “Company”) executed that certain Lock Up Waiver (the “Waiver”), attached hereto as Exhibit 99.1, which amends that certain Lock Up Agreement dated July 9, 2024. The Waiver exempts the following parties from the lock-up restrictions: Black Kite AS, Kataria Capital Corporation, Raghava Corporate Pte Lte, and Catcha Holdings LLC.

Board of Directors – Resignation of Chairman; Appointment of New Chairman

Chairman

Jørn Husemoen

The board of directors of the Company (the “Board”) received a letter of resignation from Jørn Husemoen as Chairman, of the Company, effect on August 2, 2024, attached hereto as Exhibit 99.2. Mr. Husemoen’s resignation reflects a mutual agreement with the Board to step down as Chairman but continue as a member of the Board, and the resignation is not as a result of any disagreement with the Company relating to its operations, policies or practices. The Board extends its sincere appreciation for Mr. Husemoen’s contributions to the Company as Chairman and looks forward to him continuing as a member of the Board.

Andrew Judson

The Company issued a press release on August 8, 2024, attached hereto as Exhibit 99.3, in which the Company announced that it has appointed Andrew Judson, and independent director, to serve as the new Chairman of the Board, effective August 2, 2024.

Exercise of Options

GBTRON

The Company entered into that certain Agreement for Option for Sale and Purchase of Shares in Newco, dated August 3, 2023 by and among the Company, GBTRON Lands Limited, and Crown LNG Holding AS (the “GBTRON Agreement”). Pursuant to the GBTRON Agreement, Crown LNG AS was granted an option to acquire all of the shares of NewCo, a limited liability company incorporated under the laws of Scotland or England and Wales and wholly-owned subsidiary of the Company, to whom the rights and obligations of the Grangemouth Project have been transferred as further described in the GBTRON Agreement. The Company has exercised its option under the GBTRON Agreement and has issued promissory notes to be used as contributions in kind to the Company against shares to be issued.

KGLNG

The Company entered into that certain Agreement for (i) Future Payment Right and (ii) Option for the Sale and Purchase of Shares in Krishna Godavari LNG Terminal Pvt. Ltd., dated August 3, 2023, by and among the Company, East LNG Pte. Ltd. (“East LNG”), Crown Holding AS, and Crown LNG India AS, a wholly owned subsidiary of the Company (the “KGLNG Agreement”). The Company has exercised its option under the KGLNG Agreement and has issued promissory notes to be used as contributions in kind to the Company against shares to be issued.

See the Exhibits listed below.

---

Exhibits

 

Exhibit No.		Description
10.1		Agreement for Option for Sale and Purchase of Shares in Newco, dated August  3, 2023 by and among the Company, GBTRON Lands Limited, and Crown LNG Holding AS (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form F-4 (File No. 333-274832) filed with the SEC on October 2, 2023).
10.2		Agreement for (i) Future Payment Right and (ii)  Option for the Sale and Purchase of Shares in Krishna Godavari LNG Terminal Pvt. Ltd., dated August  3, 2023, by and among the Company, East LNG Pte. Ltd. (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form F-4 (File No.  333-274832) filed with the SEC on October 2, 2023).
99.1		Lock Up Waiver, dated August 2, 2024
99.2		Resignation Letter, dated August 2, 2024
99.3		Press Release, dated August 2, 2024.

 

1

---

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

CROWN LNG HOLDINGS LTD.
By:		/s/ Jørn Husemoen
		Name:		Jørn Husemoen
		Title:		Chairman

Date: August 8, 2024

 

 

2

Exhibit 99.1

Execution Version

Via E-mail ([e-mail])

July 23, 2024

Catcha Holdings LLC

c/o Catcha Investment Corp

Attention: Luke Elliott

Email: [e-mail]

 

Re:	Lock-Up Waiver

Mr. Elliott:

This letter (this “Letter”) is delivered in connection with that certain Lock-Up Agreement, dated August 3, 2023 (the “Agreement”), by and among Crown LNG Holdings Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (“PubCo”), Crown LNG Holding AS (the “Company”), Catcha Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”), and the other parties thereto. Capitalized terms used by not defined herein shall have the meanings ascribed thereto in the Agreement.

Pursuant to Section 5(b) of the Agreement, the purpose of this Letter is for PubCo to, and PubCo hereby does, irrevocably consent to the waiver of Sections 2(a) and 2(b) of the Agreement to permit transfers of the Lock-Up Shares by Kataria Capital Corporation, Raghava Corporate Pte Lte, and Black Kite AS, as Company Holders, and Catcha Holdings LLC, as a Sponsor Holder.

This Letter, and any claim, controversy or dispute arising under or related to this letter, shall be governed by and construed in accordance with the laws of the State of New York without reference to principles of conflicts of law. The Agreement remains in full force and effect, and no other rights are waived or amended by this Letter. For the avoidance of doubt, this Letter is in addition to, and not in substitution of, any other fully executed and delivered waivers or amendments relating to Lock-Up Shares.

Please acknowledge your receipt of this Letter by signing where indicated below, and emailing a .PDF copy to [e-mail] at your earliest convenience.

****

---

Regards,
CROWN LNG HOLDINGS LIMITED
By:		/s/ Jørn Skule Husemoen
Name: Jørn Skule Husemoen
Title: Director

Acknowledged, agreed, and consented to

as of the date of this Letter:

SPONSOR:

Catcha Holdings LLC

 

By:
Name:
Title:

[Signature Page to Lock-Up Waiver]

Exhibit 99.2

Execution Version

August 2, 2024

Crown LNG Holdings Limited

3rd Floor, 44 Esplanade

St. Helier, Jersey

JE4 9WG

 

Re:	Resignation from Chairman position held at Crown LNG Holdings Limited (the “Company”)

Dear Sir or Madam:

It is with optimism that I write to formally resign from my position as Chairman of the Company, effective immediately.

After thoughtful consideration, the Nomination Committee and I have agreed that it is in the best interest of the Company for the position of Chairman to be filled by an independent director. I confirm that I have no disagreement or claim against the Company, and this was not a result of any disagreement with the Company relating to its operations, policies or practices. My transition from Chairman to Director will improve the governance and efficiency of the Company. I look forward to continuing to work alongside you all in my ongoing role and as a Director.

Thank you and let me know how I can assist during this transition period and beyond.

 

Sincerely,

/s/ Jørn Husemoen

Name: Jørn Husemoen

Exhibit 99.3

 

Source: Crown LNG

August 08, 2024 08:00 ET

Crown LNG Appoints Andrew Judson as Chairman of the Board

ST HELIER, Jersey, Aug. 08, 2024 (GLOBE NEWSWIRE) -- Crown LNG Holdings Limited (NASDAQ: CGBS) (“Crown” or “Crown LNG”), a leading provider of LNG liquefaction and regasification terminal technologies for harsh weather locations, today announced that its Board of Directors has appointed Andrew Judson to serve as Chairman of the Board, effective August 2, 2024. Mr. Judson takes over the role previously held by Jørn Husemoen, who will continue to serve as a member of the Board and Crown LNG’s Chief Financial Officer.

Mr. Judson, who has served as an independent director of Crown’s Board since July 2024, possesses a wealth of experience in the finance and energy sectors. He currently serves as a Senior Advisor at Fort Capital, one of Canada’s leading independent investment banking advisory firms. Prior to joining Fort Capital, Mr. Judson was Managing Director at Camcor Partners, a Calgary based boutique Private Equity firm investing in upstream companies active in the Western Canadian Sedimentary Basin on behalf of Institutional and private LPs., from 2013 – 2018. From 2007 – 2013, Mr. Judson served as Managing Director of FirstEnergy Capital, an investment bank focused on the energy sector. In addition, Mr. Judson has served as a director of Pieridae Energy Limited since 2015 and lead director of Condor Energies Inc. since 2019.

“As we begin our new chapter as a public company, I’m pleased to pass the baton to Andrew. He has provided tremendous insight as we undertook the effort to bring Crown to the public markets, and he has the expertise necessary to help navigate the company within a complex financial and geopolitical landscape,” said Jørn Husemoen, Chief Financial Officer and outgoing Board chair. “On behalf of the Board and management team, we look forward to Andrew’s seasoned leadership as we continue to execute our growth strategy.”

About Crown LNG Holdings Limited

Crown LNG is a leading provider of offshore LNG liquefaction and regasification terminal infrastructure solutions for harsh weather locations, which represent a significant addressable market for bottom-fixed, gravity based (“GBS”) liquefaction and floating storage regasification units, as well as associated green and blue hydrogen, ammonia and power projects. Through this approach, Crown aims to provide lower carbon sources of energy securely to under-served markets across the globe. Visit www.crownlng.com/investors for more information.

Contacts

For Crown LNG

Investors

Caldwell Bailey

ICR, Inc.

[e-mail]

Media

Zach Gorin

ICR, Inc.

[e-mail]

---