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 October 2024

Commission File Number: 001-42162

CROWN LNG HOLDINGS LIMITED

(Translation of registrant’s name into English)

37th Floor, 1 Canada Square, Canary Wharf, London,

Greater London E14 5AA, United Kingdom

(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 ☐

EXPLANATORY NOTE

On October 16, 2024, Crown LNG Holding AS, a wholly owned subsidiary of Crown LNG Holdings Limited (“Crown”), a private limited company incorporated under the laws of Jersey, Channel Islands, issued unaudited condensed consolidated interim financial statements for the six months ended June 30, 2024, and management’s discussion and analysis of financial condition and results of operations (the “MD&A”) for the six months ended June 30, 2024. A copy of such unaudited condensed consolidated interim financial statements is attached hereto as Exhibit 99.1. A copy of the MD&A is attached hereto as Exhibit 99.2.

On October 16, 2024, Crown issued a press release in which Crown reported Crown LNG Holding AS’ financial results for the six months ended June 30, 2024. A copy of such press release is furnished as Exhibit 99.3 hereto.

The information furnished in Exhibit 99.1 and Exhibit 99.2 to this Report of Foreign Private Issuer on Form 6-K (this “Report”) shall be deemed to be filed with the U.S. Securities and Exchange Commission (the “SEC”) and incorporated by reference into Crown’s registration statements on Form F-1 (File No. 333-282396), and any related prospectuses, as such registration statements and prospectuses may be amended from time to time, and to be a part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

APPLICATION OF HOME COUNTRY PRACTICE RULES

Crown is a “foreign private issuer” (as such term is defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and Crown’s ordinary shares are listed on the Nasdaq Capital Market (“Nasdaq”). As a foreign private issuer, Crown is permitted under Nasdaq rules to follow home country governance practices instead of certain Nasdaq requirements pursuant to Nasdaq Rule 5615(a)(3). As disclosed in Crown’s Registration Statement on Form F-4, as filed with the SEC on February 2, 2024, and declared effective by the SEC on February 14, 2024, Crown follows home country corporate governance practices instead of certain Nasdaq corporate governance requirements, as described in more detail therein. Crown has also informed Nasdaq that it intends to follow home country governance practices in lieu of shareholder approval requirements in Nasdaq Rule 5635, and that it will disclose in its annual report on Form 20-F for the fiscal year ended December 31, 2024, each requirement that it does not follow and describe the home country practices it follows in lieu of such requirements.


Exhibits

Exhibit No.		Description

99.1		Unaudited Condensed Consolidated Interim Financial Statements for the Six Months Ended June 30, 2024 and December 31, 2023

99.2		Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended June 30, 2024 and 2023

99.3		Press Release dated as of October 16, 2024

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:	Authorized Signatory

Date: October 16, 2024

Exhibit 99.1

Crown LNG Holding AS

Half-year report as of June 30, 2024

Table of Contents

Unaudited interim condensed consolidated financial statements

Interim condensed consolidated statements of comprehensive income (loss)

Interim condensed consolidated statements of financial position

Interim condensed consolidated statements of changes in equity

Interim condensed consolidated statements of cash flows

Notes to the unaudited interim condensed consolidated financial statements


1 - Corporate information				6 - Other disclosures
				6.1 Related party transactions
				6.2 Share-based payments
				6.3 Events after the reporting period

2 - Basis of preparation and changes to the Group’s accounting policies
2.1 Basis of preparation
2.2 Summary of selected significant accounting policies
2.3 Use of accounting judgements, estimates and assumptions
2.4 New standards, interpretations and amendments adopted by the Group

3 - Profit or loss items
3.1 Other operating expenses
3.2 Finance income and expense

4 - Other operating activities
4.1 Provisions

5 - Financial instruments and equity
5.1 Overview of financial instruments
5.2 Interest-bearing liabilities
5.3 Aging of financial liabilities
5.4 Fair value measurement
5.5 Share capital and shareholders information
5.6 Earnings per share

Interim condensed consolidated statements of comprehensive income (loss)

(unaudited; in thousands of U.S. dollars, except per share amounts)


		For the six months ended June 30,
	Notes	2024			2023
Revenue		$	—		$	—

Total revenue			—			—

Employee benefit expenses			(928	)		(477	)
Other operating expenses	3.1		(4,501	)		(4,143	)
Total operating expenses			(5,429	)		(4,620	)

Operating profit/(loss)			(5,429	)		(4,620	)

Finance income	3.2		708			7,862
Finance expenses	3.2		(12,171	)		(965	)

Net financial items			(11,463	)		6,897

Profit/(loss) before tax			(16,892	)		2,277

Income tax (expense)/benefit			—			—

Profit/(loss)		$	(16,892	)	$	2,277

*Other comprehensive income:*
Items that subsequently may be reclassified to profit or loss:
Foreign currency translation			(106	)		784

Total items that may be reclassified to profit or loss			(106	)		784

Other comprehensive income/(loss)			(106	)		784

Total comprehensive income/(loss)		$	(16,998	)	$	3,061

Profit/(loss) attributable to:
Equity holders of the parent company			(16,560	)		2,057
Non-controlling interests			(332	)		220
Total comprehensive profit/(loss) attributable to:
Equity holders of the parent company			(16,993	)		2,685
Non-controlling interests			(5	)		376
Earnings per share
Basic profit/(loss) per share	5.6		(0.17	)		0.04
Diluted profit/(loss) per share	5.6		(0.17	)		0.04

Interim condensed consolidated statements of financial position

(unaudited; in thousands of U.S. dollars)


	Notes		June 30, 2024			December 31, 2023
ASSETS
Non-current assets
Non-current financial assets		5.4	$	231,787		$	242,360

Total non-current assets				231,787			242,360

Current assets
Other current assets				446			417
Current financial assets				4,610			4,228
Cash and cash equivalents				76			88

Total current assets				5,132			4,733

TOTAL ASSETS			$	236,919		$	247,094

EQUITY AND LIABILITIES
Equity
Share capital		5.5	$	193		$	190
Share premium				237,497			231,891
Other capital reserves				8,484			12,341
Other equity		5.5		(38,391	)		(21,731	)
Non-controlling interests				(392	)		(88	)

Total equity				207,391			222,603

Non-current liabilities
Non-current interest-bearing liabilities		5.2		2,291			1,223
Non-current lease liabilities				12			32
Provisions		4.1		4,069			4,758

Total non-current liabilities				6,372			6,013

Current liabilities
Current Interest-bearing liabilities		5.2		4,994			2,166
Current lease liabilities				13			13
Trade payables				6,388			5,038
Provisions		4.1		11,392			10,511
Other current liabilities				369			750

Total current liabilities				23,156			18,479

Total liabilities				29,528			24,491

TOTAL EQUITY AND LIABILITIES			$	236,919		$	247,094

Interim condensed consolidated statements of changes in equity

(unaudited; in thousands of U.S. dollars)


								Other equity
	Share capital		Share premium		Other capital reserves			Cumulative translation differences		Retained Earnings / (accumulated deficit)			Non-controlling interest			Total equity
Equity as of January 1, 2023	$	58	$	26,202	$	4,498		$	1,717	$	(19,245	)	$	1,659		$	14,889

Profit or loss for the period		—		—		—			—		2,057			220			2,277
Other comprehensive loss		—		—		—			628		—			156			784

Total comprehensive loss		—		—		—			628		2,057			376			3,061

Contingent consideration related to warrant exercise (Note 5.5)		—		—		3,722			—		—			—			3,722
Capital increase (Note 5.5)		8		123		—			—		—			—			131
Non-registered capital increase (Note 5.5)		—		—		670			—		—			—			670
Share-based expenses (Note 6.2)		—		—		1,266			—		—			373			1,639

Equity as of June 30, 2023	$	66	$	26,325	$	10,156		$	2,345	$	(17,188	)	$	2,408		$	24,112


Equity as of January 1, 2024	$	190	$	231,891	$	12,341		$	1,684	$	(23,415	)	$	(88	)	$	222,603

Profit or loss for the period		—		—		—			—		(16,560	)		(332	)		(16,892	)
Other comprehensive income		—		—		—			101		—			(5	)		(106	)

Total comprehensive income		—		—		—			101		(16,560	)		(337	)		(16,998	)

Capital increase (Note 5.5)		3		5,606		(5,609	)		—		—			—			—
Non-registered capital increase (Note 5.5)		—		—		150			—		—			—			150
Share-based expenses (Note 6.2)		—		—		1,603			—		—			34			1,636

Equity as of June 30, 2024	$	193	$	237,497	$	8,484		$	1,583	$	(39,975	)	$	(392	)	$	207,391

Interim condensed consolidated statements of cash flows

(unaudited; in thousands of U.S. dollars)


			For the six months ended June 30,
Cash flows from operating activities	Notes		2024			2023
Profit/(loss) before tax			$	(16,892	)	$	2,277
Adjustments to reconcile loss before tax to net cash flows:
Finance income		3.2		(708	)		(7,862	)
Finance expenses		3.2		12,171			965
Share-based payments		6.2		1,636			1,640
Working capital adjustments:
Changes in other current assets				(29	)		(11	)
Changes in trade and other payables				1,350			679
Changes in provisions		4.1		192			1,388
Other items
Taxes paid				—			—
Interest paid				(55	)		(61	)

Net cash outflows from operating activities			$	(2,335	)	$	(985	)

Net cash flow from investing activities				—			—

Cash flow from financing activities
Proceeds from issuance of shares (non-registered capital increase)				—			670
Proceeds from issuance of shares				—			123
Proceeds from short-term loan		5.2		1,369			197
Proceeds from long-term loan		5.2		1,022			—
Proceeds from conversion of warrants				—			8
Payment of lease liabilities				(16	)		(6	)

Net cash inflows from financing activities				2,375			984

Net decrease in cash and cash equivalents				40			1
Cash and cash equivalents at the beginning of the period				36			36
Net foreign exchange difference				0			(1	)

Cash and cash equivalents as of June 30,			$	76		$	34

1.	Corporate information

Crown LNG Holding AS (the “Company” or “Crown”) is incorporated and domiciled in Norway. The Company’s principal offices are located at Skøyen Atrium, Drammensveien 147, 0277 Oslo, Norway.

Crown LNG Holding AS and its subsidiaries (collectively “the Group”, or “Crown LNG”) invest in companies to develop, build, own and operate offshore infrastructures for the processing of Liquid Natural Gas (LNG). Crown LNG specializes in projects exposed to harsh weather conditions, where traditional floating solutions cannot be used. With a proven Gravity Based Solution Technology, developed in Norway for the North Sea requirements to withstand extremely high waves, Crown LNG expects to deliver concrete infrastructures in waters exposed to hurricanes, cyclones, and generally tough conditions all over the world.

Crown LNG has a project pipeline consisting of four projects. The projects are in different development stages, where the Kakinada Terminal Project in India is fully licensed and approved by government and on a fast track to final investment decision (FID).

After various amendments to the August 3, 2023 agreement, the Company entered into a definitive business combination agreement (“BCA”) to go public in the United States through a merger with a special purpose acquisition company (“SPAC”), Catcha Investment Corp (“Catcha”), and certain other affiliated entities through a series of transactions. Through these series of transactions, Crown LNG Holdings Limited (“PubCo”) was established and became the public company trading on the Nasdaq under the ticker symbol “CGBS”. PubCo was formed solely for the purpose of effecting the business combination and had not carried out any activities other than those in connection with the business combination. On July 9, 2024, the Company consummated the business combination contemplated by the BCA. As a result of the business combination, Catcha became a wholly owned subsidiary of PubCo. Following the transaction, subject to the terms and procedures as set forth under the BCA, the Company shareholders transferred to PubCo, and PubCo acquired from the Crown shareholders, all of the ordinary shares in Crown held by the shareholders in exchange for the issuance of PubCo Ordinary Shares.

As this transaction occurred after June 30, 2024, these financial statements do not show the effects of the BCA and the series of transactions that occurred related to the transaction.

The interim condensed consolidated financial statements of the Group for the six months ended June 30, 2024 and 2023, were authorized for issue in accordance with a resolution of the directors on October 16, 2024.

2.	Basis of preparation and changes to the Group’s accounting policies

2.1.

Basis of preparation

The unaudited interim condensed consolidated financial statements of the Group comprise the statements of comprehensive loss, financial position, cash flows, changes in equity and related notes.

These interim financial statements as of June 30, 2024 and for the six months ended June 30, 2024 and 2023, have been prepared in accordance with IAS 34 Interim Financial Reporting, and should be read in conjunction with the Group’s annual consolidated financial statements as of December 31, 2023 and 2022 and for the three years ended December 31, 2023. They do not include all of the information required for a complete set of financial statements prepared in accordance with IFRS Accounting Standards. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since annual financial statements.

Going concern

The financial statements of the Group have been prepared on the going concern basis which contemplates the continuity of normal business activities and the realization of assets and the discharge of liabilities in the normal course of business.

Crown LNG is a development stage company and we do not have any projects in our pipeline generating revenue currently and have not recognized any revenue to date. We anticipate that our current projects to be operational at the earliest in 2027 for the Grangemouth Project and 2029 for the Kakinada Terminal Project, and to begin generating revenues around that period. The Group had a net loss of $16.9 million and a net profit of $2.3 million for the six months ended June 30, 2024 and 2023, respectively. The net profit per June 30, 2023 is solely driven by the change in the fair value of the Group’s option to purchase a 15% ownership in EAST. Further, the Group has used net cash in operating activities of $2.3 million and $994 thousand for the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024, the Group had $76 thousand in cash and cash equivalents and negative working capital of $18.0 million.

The Group is forecasting that it will continue to incur significant operating cash outflows to fund the Kakinada Terminal and Grangemouth Projects, as well support the Group’s growth, including but not limited to terminal operation expenses, operating insurance costs, land and port charges, general and administrative, other costs, and costs of being a listed entity. The Group will require additional financing to support the operations of the business. Further, since the listing of the Company’s shares on the Nasdaq, the share price has decreased significantly, and the Nasdaq has issued a Notice to the Company that it does not meet the minimum bid price of $1 per share. Both of these considerations will make it difficult for the Company to raise sufficient capital on favorable terms. The forecast and financial conditions raise substantial doubt about the Group’s ability to continue to operate as a going concern. Crown LNG’s ability to operate as a going concern is principally dependent on (1) the ability of the Group to secure financing or enter into private placement agreements, subscription agreements, investment agreements, forward purchase agreements or any other forms of agreements with investors to secure additional financing, (2) the ability of the Group to reach the designated FID dates for the projects, and (3) the ability of the Group comply with the listing requirements of the Nasdaq.

As a result of the above, there is material uncertainty related to the events or conditions that may cast substantial doubt of the Crown LNG’s ability to continue as a going concern, and therefore, the Group may be unable to realize its assets and discharge its liabilities in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Management believes it will be successful in obtaining sufficient funding through fund-raising activities and will be able to work on the key projects in order to reach the FID dates. For these reasons, the financial statements have been prepared on the basis that the Group is a going concern. Should sufficient funding not be secured from such sources or otherwise or should there be a delay in the timing of securing funds through these funding initiatives, this would have adverse implications for the Group and its shareholders. In these scenarios, the Group will need to seek other options, including delaying or reducing operating and capital expenditures, the possibility of an alternative transaction or fundraising, and in the event that none of these are available, voluntary bankruptcy, liquidation, administration, or dissolution.

2.2.

Use of accounting judgments, estimates and assumptions

The preparation of the unaudited interim condensed consolidated financial statements in accordance with IFRS and applying the chosen accounting policies requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. The estimates and the underlying assumptions, described below, are reviewed by the Group on an ongoing basis. Actual results may differ from these estimates

Estimates and assumptions:

•

FID date and probability of reaching FID: The estimated fair value of the Group’s cash-settled share-based payments is dependent on the probability of reaching FID and the expected FID date of the Kakinada Terminal project. The probability of reaching FID is set based on key milestones achieved, which represents de-risking of the project for the investors. As of June 30, 2024, the probability of reaching FID was 55% (December 31, 2023: 65%) and the date on which FID is expected to be reached is July 30, 2026 (December 31, 2023: April 30, 2026). The extension of the FID date is due to the timing of the closing of the BCA which closed later than anticipated as well as significantly lower capital contribution received compared to the estimate made as of December 31, 2023. Raising sufficient funds on favorable terms has proven difficult for the Company to achieve.

•

Fair value of instruments related to EAST and KGLNG (together the Future payment right): The fair value of the call-option to purchase 15% ownership in EAST, an option to acquire 99.81% of the shares in KGLNG, and a future payment right are all derived from the estimated value of KGLNG, the sole asset of EAST, and are measured together as if they were one instrument and identified as the Future payment right. A valuation method was used based on an income-based approach, which takes into consideration the enterprise value of KGLNG based on a discounted cash flow model, adjusted for Crown’s ownership interest and a binomial risk factor. This valuation method is consistent with that applied as of December 31, 2023. The overall valuation approach is discussed in note 5.4. For the valuation derived from the income-based approach, the following assumptions are used in the calculation of fair value:

•

Terminal fee: As of June 30, 2024, the terminal fee is estimated to be $447 thousand (December 31, 2023: $447 thousand) in the operation period and is based on a memorandum of understanding in place for the lease of the terminal asset and the day rate fee to be paid. However, a contract will not be finalized until the Engineering, Procurement, and Construction contract has been entered into and may therefore be subject to change.

•

Regasification price: As of June 30, 2024, the regasification price is estimated to be $0.91/MMBtu (December 31, 2023: $0.91/MMBtu). This corresponds to the estimated fee that KGLNG will receive from the customer.

•

Capacity factor: As of June 30, 2024, the capacity factor is estimated at 93% (December 31, 2023: 93%) which takes into consideration items such as downtime for maintenance and other production-stop events.

•

Discount rate (WACC): As of June 30, 2024, a WACC of 9.5% (December 31, 2023: 10%) was applied. In estimating the WACC, the risk-free rate is based on a 10-year U.S. government bond.

•

Venture Capital (VC) discount rate: As of June 30, 2024, the fair value is computed using a discount rate of 40% (December 31, 2023: 35%), increase in discount rate reflects the increased risk related to the reduction in Probability of reaching FID. The discount rate represent the return a VC fund would require given the current state of the Group, adjusted upwards to reflect the fact that a large share of VC funds yield negative returns.

•

Probability of reaching FID: As of June 30, 2024, the overall probability for success (reaching FID) was estimated to be 55% (December 31, 2023: 65%). Reduction in probability is related to the fact that as of December 31, 2023 it was expected that BCA would generate sufficient proceeds to finance FID for the project, however, based on current assumptions and market conditions, the initial BCA proceeds expected to be received would not be sufficient to reach FID. Raising sufficient funds on favorable terms has proven difficult for the Company to achieve making it more difficult to complete the required activities to reach FID for the project.

Sensitivity analysis is carried out in note 5.4 for each of the significant unobservable inputs in the calculation including the terminal fee, regasification price, capacity factor, WACC, VC discount rate, and probability of reaching FID.

•

Fair value of contingent consideration related to the warrant exercise: The fair value is computed using two methods, where the first approach utilizes an early-stage company discount rate and the second approach uses a probability weighted approach based on a probability of achieving an IPO, discounted using a risk-free rate. The fair value is estimated as the mid-point value of the two calculated values. Key assumptions used in the calculation of fair value include the anticipated IPO date, probability of FID and the early-stage discount rate.

•

IPO date: As of June 30, 2024, the estimated IPO date was July 9, 2024 (December 31, 2023: February 16, 2024). Due to various delays in closing the BCA, including obtaining funding and meeting certain listing requirements, the BCA and subsequent listing of Crown on the Nasdaq was completed July 9, 2024.

•

Probability of IPO: As of June 30, 2024, the probability of achieving IPO was estimated at 90% (December 31, 2023: 70%). This probability increased due to the milestones met as of June 30, 2024 to achieve the completion of the BCA. Even though the BCA closed shortly after June 30, 2024, there remained uncertainty around the Company meeting certain listing requirements of Nasdaq and the ability to raise the required capital; therefore, the probability was adjusted to reflect these uncertainties at that time.

•

Early-stage company discount rate: As of June 30, 2024, the net present value is computed using a discount rate of 40% (December 31, 2023: 35%), increase in discount rate reflects the increased risk related to the reduction in Probability of reaching FID. The discount rate represent the return an early-stage investor would require given the current state of the Group.

Sensitivity analysis is carried out in note 5.4 for each of the significant unobservable inputs in the calculation, including the probability of IPO and the early-stage company discount rate.

•

Fair value of the Catcha Loan: The fair value of the Catcha Loan is calculated using the discounted cash flow analysis, and the significant assumptions applied in the computation of the fair value are the IPO date and the probability of IPO. The assumptions used for the IPO date and the Probability of IPO are the same as those documented above used to calculate the fair value of the contingent consideration related to the warrant exercise. Sensitivity analysis is carried out in note 5.4 for the probability of IPO.

The Group based its assumptions and estimates on parameters available as of the dates of the financial position. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

2.3.

New standards, interpretations and amendments adopted by the Group

The accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended December 31, 2023. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

3 - Profit or loss items

3.1 Other operating expenses

Other operating expenses mainly consist of consulting fees and project costs related to the Group’s project development and IPO process, and audit and audit related fees. The Chairman of the Board of Directors and other board members have provided services to the Group via their respective consulting companies. For further information about related parties, see note 6.1.


(in thousands of U.S. dollars)		For the six months June 30,
Other operating expenses	Notes	2024			2023
Consulting fees		$	(3,348	)	$	(3,037	)
Project costs			(960	)		—
Audit and audit related services			(554	)		(146	)
Cash-settled share-based (expense)/reversal			689			—
Other operating expenses			(328	)		(961	)

Total other operating expenses		$	(4,501	)	$	(4,144	)

3.2 Finance income and expense


(in thousands of U.S. dollars)			For the six months June 30,
Finance income	Notes		2024			2023
Fair value adjustment financial instruments		5.4	$	704		$	7,861
Other finance income		4.1		—			1
Foreign exchange gain				4			—

Total finance income			$	708		$	7,862


(in thousands of U.S. dollars)			For the six months June 30,
Finance expenses	Notes		2024			2023
Fair value adjustment financial instruments		5.4	$	(11,726	)	$	—
Interest expense on lease liabilities				—			(2	)
Other interest expense		5.2		(418	)		(153	)
Foreign exchange loss				(25	)		(810	)
Other finance expense				(2	)		—

Total finance expenses			$	(12,171	)	$	(965	)

Fair value adjustment on financial instruments

‘Fair value adjustment financial instruments expenses’ represents changes in the fair value of the instruments associated with KGLNG future payment rights of $10,573 thousand (note 5.4) and with the new shareholder loan of $1,153 thousand (note 5.4) for the period ended June 30, 2024.

‘Fair value adjustment financial instruments income’ represents an increase in the fair value of contingent consideration related to the warrant exercise of $571 thousand and the recognition of $134 thousand as a result of the difference between the transaction price initially recorded and the fair value of the Catcha Loan for the period ended June 30, 2024. The corresponding ‘Fair value adjustment financial instruments income’ for the period ended June 30, 2023 represents changes in the fair value of the call-option to purchase 15% ownership in EAST of $7,317 thousand and the change in the fair value of contingent consideration related to the warrant exercise of $544 thousand.

Refer to note 2.1 and note 5.4 for further details on the fair value measurement of the Group’s financial instruments.

4 - Other operating activities

4.1 Provisions

A provision is made and calculated based on management assumptions at the time the provision is made and is updated as and when new information becomes available. All provisions are reviewed at the end of the financial year.

The Group classifies provisions in the following categories:

•

Board Remuneration includes provisions related to compensation of the Board of Directors.

•

Provisions for Management-for-Hire (MFH): contains provisions related to accrued fees for consultants acting in roles such as CEO, CFO and CIO on behalf of the Group, which will be payable only at the time Crown LNG has secured the development funding for the Kakinada Terminal Project (FID funding). These provisions are accounted for under IAS 19 Employee Benefits.

•

Cash-settled share-based payment includes

•

provisions related to a management-for-hire agreement with Lars Mårdalen (Director of Finance & Business Development)

•

provisions for consultant fees which are incurred when specific milestones are delivered, and where the fixed fees may be settled in shares or cash, at the discretion of Crown LNG. The fees will be payable contingent on a successful FID for the Kakinada Terminal project. Provisions are recorded at the time the underlying service is delivered, i.e., when a milestone has been met.

•

Exclusivity agreement with GBTRON includes provisions related to exclusivity fees for the exclusive right to develop, own, operate and lease to GBTRON a Floating Storage Regasification Unit (FSRU).

•

Other provisions: The balance as of June 30, 2024 mainly comprises the fixed retainer fees related to the Joint Development Agreement (JDA) with LNG-9 PTE LTD for delivered consultancy services until December 31, 2021. During 2023, the parties agreed to terminate the JDA.

Reconciliation of provisions and other liabilities:


	Board			Cash-settled share-based			Provisions for						Exclusivity agreement
(in thousands of U.S. dollars)	Remuneration			payments			MFH			Other			with GBTRON		Total
As of December 31, 2023	$	504			4,778			3,471			1,516			5,000		15,269

Current provisions		504			20			3,471			1,516			5,000		10,511
Non-current provisions		—			4,758			—			—			—		4,758
Additional provisions made/(reversal)		256			(689	)		802			—			—		369
Adjustment on cash-settled share-based pay liabilities		—			—			—			—			—		—
Amounts paid		—			—			—			—			—		—
Reclassifications		—			—			—			—			—		—
Forgiven retainer fee		—			—			—			—			—		—
Currency translation effects		(18	)		—			(159	)		(1	)		—		(178	)

As of June 30, 2024	$	742			4,089			4,114			1,515			5,000		15,461

Current provisions	$	742			20			4,114			1,515			5,000		11,391
Non-current provisions	$	—			4,069			—			—			—		4,069

5 - Financial instruments and equity

5.1 Overview of financial instruments

The carrying amount of the Group’s financial assets and liabilities are presented in the tables below:

(in thousands of U.S. dollars)


As of June 30, 2024	Notes		Financial instruments at amortized cost		Fair value through profit or loss		Total
Assets
Receivables
Other current assets			$	446		—		446
Cash and cash equivalents				76		—		76
Current financial assets		5.4		—		4,610		4,610
Other non-current financial assets		5.4		—		231,787		231,787

Total financial assets			$	522		236,397		236,919

Liabilities
Interest-bearing loans and borrowings including trade payables and other non-current liabilities
Non-current interest-bearing liabilities		5.2	$	2,291		—		2,291
Non-current lease liabilities				12		—		12
Current lease liabilities				13		—		13
Other current liabilities				369		—		369
Current interest-bearing liabilities		5.2		1,644		3,350		4,994
Trade payables				6,388		—		6,388

Total financial liabilities			$	10,717		3,350		14,067

Finance income and finance expense arising from the Group’s financial instruments are disclosed separately in note 3.2.



(in thousands of U.S. dollars)
			Financial instruments		Fair value through
As of 31 December 2023	Notes		at amortized cost		profit or loss		Total
Assets
Receivables
Other current assets			$	417		—		417
Cash and cash equivalents				88		—		88
Current financial assets		5.4		—		4,228		4,228
Non-current financial assets		5.4		—		242,360		242,360

Total financial assets			$	505		246,588		247,093

Liabilities
Interest-bearing loans and borrowings including trade payables and other non-current liabilities
Non-current interest-bearing liabilities		5.2	$	1,223		—		1,223
Non-current lease liabilities				32		—		32
Current lease liabilities				13		—		13
Other current liabilities				750		—		750
Current interest-bearing liabilities		5.2		1,212		954		2,166
Trade payables				5,038		—		5,038

Total financial liabilities			$	8,268		954		9,222

Finance income and finance expense arising from the Group’s financial instruments are disclosed separately in note 3.2.

5.2 Interest-bearing liabilities

Specification of the Group’s interest-bearing liabilities

(in thousands of U.S. dollars)

Interest rate

June 30,

December 31,

Non-current interest-bearing liabilities

(annual)

Maturity

2024

2023

Shareholder Loan

%**

At FID

1,269

1,223

Convertible Loan

12.04.2026

1,022

—

Total non-current interest-bearing liabilities

2,291

1,223

*	At June 30, 2024, Final Investment Decision (FID) related to the Kakinada Terminal Project is estimated to occur in Q3 2026.

**	The loan has a zero nominal rate, however upon initial recognition it is discounted with an applicable market rate giving an effective annual interest rate of 20%.

Shareholder Loan comprises the redemption amount on the 2021 convertible loans which were partially settled in 2022. The principal portion of the loan was settled against shares in a subsidiary entity. Additionally, the Group granted the lenders put options and cash consideration, contingent on the Group achieving FID and IPO by June 30, 2024 respectively. These are not recognized as financial liabilities as it is considered within the Group’s control not to complete the IPO and FID. As IPO was not reached before June 30, 2024, and FID has been delayed and is estimated to be reached in Q3 2026, the criteria to meet IPO and FID within June 30, 2024 has not been met.

Convertible loan was subscribed on April 12, 2024. The principal portion of the loan is $1 000 thousand and includes a share option element. For accounting purposes, the Group has separated the share option element as embedded derivatives and measures the host contract at amortized cost. The share option element has however been assessed insignificant. The Group capitalized interest of $22 thousand on the principle amount in the period. The loan is payable on the one year anniversary of the closing (April 12, 2025) but the Group has right to extend the payment of the loan until April 12, 2026.

5.2 Interest-bearing liabilities (Continued)


(in thousands of U.S. dollars)
	Interest rate		June 30,		December 31,
Current interest-bearing liabilities	(annual)	Maturity	2024		2023
Debt to Board of Directors	15%	At pre-FID funding	$	278	$	284
Short-term loan from LNG-9	24%	November 30, 2024		824		400
New shareholder loan	0%	At BCA		2,530		—
Promissory notes	12% and 15%	At pre-FID funding		542		529
Catcha Loan	0%	At BCA		820		954

Total current interest-bearing liabilities			$	4,994	$	2,167

Debt to Board of Directors consists of shareholder loan from Black Kite, in which Black Kite has delivered services related to an Export Terminal Project in the US Gulf of Mexico, which becomes payable at pre-FID funding, which will occur approximately 18-24 months prior to FID for the project. The loan has an interest payable on the unpaid principal at the rate of 15% per annum.

Short-term loan from LNG-9 comprise a loan of $360 thousand subject to 24% annual interest rate, invoiced and payable on a monthly basis. The loan had an initial maturity on November 23, 2023 but was deferred until November 30, 2024 and has increased in 2024 with $464 thousand including $44 thousand in unpaid interests as per the agreement dated November 30, 2023.

Promissory notes includes loans to other shareholders. The loans have an interest payable on the unpaid principal at the rate of 12% and 15% per annum, and will mature when the Group achieves pre-FID funding, which is estimated to occur around 18 to 24 months prior to FID.

On February 5, 2024, Crown entered into a loan agreement whereby the shareholders of the Company agreed to provide a loan in the principal amount of $1.4 million to Crown to fund working capital until the closing of the BCA (the “Shareholder Loan”). The Shareholder Loan is repayable within five days of the BCA closing. Further, each shareholder lender is entitled to its pro rata distribution of 2,000,000 shares in PubCo. In the event that the BCA is terminated does not close, the Shareholder Loan will be repaid and each shareholder has the option to be repaid either (i) its pro rata portion of the cash amount in NOK, or (ii) its pro rata portion of the cash amount in NOK plus 3.9% of the shares in Crown at the time of the termination. The fair value of the Shareholder Loan reflects the cash amount to be repaid plus the value 3.9% of the shares in Crown as of June 30, 2024. Refer to note 6.3 for further information.

5.3 Aging of financial liabilities

Contractual undiscounted cash flows from financial liabilities are presented below:


(in thousands of U.S. dollars)
			Less than 6		6 to 12		1 to 3		3 to 5		Over 5
As of June 30, 2024	Note		months		months		years		years		years		Total
Financial liabilities
Non-current interest-bearing liabilities		5.2	$	—		—		1,022		1,269		—		2,291
Current interest-bearing liabilities		5.2		4,174		820		—		—		—		4,994
Trade payables				6,388		—		—		—		—		6,388
Non-current lease liabilities				—		—		12		—		—		12
Current lease liabilities				7		7		—		—		—		14
Other current liabilities				369		—		—		—		—		369

Total financial liabilities			$	10,938		827		1,034		1,269		—		14,068


(in thousands of U.S. dollars)
			Less than 6		6 to 12		1 to 3		3 to 5		Over 5
As of December 31, 2023	Note		months		months		years		years		years		Total
Financial liabilities
Non-current interest-bearing liabilities		5.2	$	—		—		—		1,223		—		1,223
Current interest-bearing liabilities		5.2		954		1,212		—		—		—		2,166
Trade payables				5,038		—		—		—		—		5,038
Non-current lease liabilities				—		—		15		17		—		32
Current lease liabilities				7		6		—		—		—		13
Other current liabilities				750		—		—		—		—		750

Total financial liabilities			$	6,749		1,218		15		1,240		—		9,222

5.4 Fair value measurement

Set out below, is a comparison of the carrying amounts and fair values of financial assets and financial liabilities and the fair value measurement hierarchy of the instrument as of June 30, 2024 and December 31, 2023:

(in thousands of U.S. dollars)

Note

Carrying amount

Fair value

Level 1

Level 2

Level 3

Financial assets as of June 30, 2024

Future payment right

231,778

Contingent consideration related to warrant exercise

6.3

4,610

Total

236,388

(in thousands of U.S. dollars)

Note

Carrying amount

Fair value

Level 1

Level 2

Level 3

Financial liabilities as of June 30, 2024

Shareholder Loans

5.2

1,269

New shareholder loan

5.2

2,530

Debt to Board of Directors

5.2

278

Catcha Loan

5.2

820

Short-term loan from LNG-9

5.2

824

Convertible Loan

5.2

1,022

Promissory notes

5.2

542

Total

7,285

(in thousands of U.S. dollars)

Note

Carrying amount

Fair value

Level 1

Level 2

Level 3

Financial assets as of December 31, 2023

Future payment right

242,351

Contingent consideration related to warrants exercise

4,228

Total

246,579

(in thousands of U.S. dollars)

Note

Carrying amount

Fair value

Level 1

Level 2

Level 3

Financial liabilities as of December 31, 2023

Shareholder Loans

5.2

1,223

Debt to Board of Directors

5.2

284

Catcha Loan

5.2

954

Short-term loan from LNG-9

5.2

400

Promissory notes

5.2

529

Total

3,390

There were no transfers between Level 1 and Level 2 fair value measurements during the period.

5.4 Fair value measurement (Continued)

Future payment right

For the period ending June 30, 2024, the fair value of the call option to purchase 15% ownership in EAST, the option to acquire 99.81% of KGLNG, and the future payment right (together, valued as one instrument and identified as the Future payment right herein) was calculated using two approaches for which the mid-point of the two calculated values was used. The first approach utilized a discount rate on the fair value of KGLNG using an early stage required return of 40%, assumed to represent the required rate of return for an investor, e.g., a VC fund, given the state of the group at that time (“VC discount rate”). The second approach utilized an overall probability-weighted best estimate applying a reduction of 45% to the post-money FID valuation, which is reflective of the risk of not reaching FID (“Probability of reaching FID”). This valuation was subject to uncertainty because it is measured based on significant unobservable inputs and was designated as a Level 3 fair value measurement.

This valuation approach is consistent with the approach applied to calculating the fair value of the Future payment right as of December 31, 2023. As discussed in note 2.1, all assumptions used in the calculation at June 30, 2023 remain consistent with those used in the December 31, 2023 calculation except for the probability of reaching FID which is 55% as of June 30, 2024 (December 31, 2023: 65%).

New shareholder loan

The inputs used in this calculation of fair value include the cash amount to be repaid to the shareholders plus 3.9% of the shares of Crown. The market capitalization of the Company was used to calculate the fair value of the shares to be granted to the shareholders if the BCA is terminated or does not close. Since the valuation uses observable market data, the New shareholder loan is classified in Level 2 of the fair value hierarchy.

Option to acquire GBTRON

Management has reassessed the fair value of the GBTRON option and believes that the fair value of this option continues to be assessed as $0. The primary factor influencing this value is the decreased likelihood of reaching FID. Given that the BCA did not provide as much funding as anticipated, as discussed above, there has not been a change in the amount of progress towards FID from when the assessment was made as of December 31, 2023. Further, there have not been any other significant changes in the underlying business case or the probability of executing the project which would change the fair value.

5.4 Fair value measurement (Continued)

Set out below are the significant unobservable inputs to the valuation as of June 30, 2024:


	Valuation technique	Significant unobservable inputs	Inputs	Sensitivity of the input to fair value
		Probability of IPO	90%	5% increase / (decrease) in the probability of IPO would result in an increase / (decrease) in fair value by $122 thousand.

Contingent consideration related to warrant exercise	DCF Method	Early-stage company discount rate	40%	5% increase / (decrease) in the early-stage company discount rate would result in an increase / (decrease) in fair value by $2 thousand.

Catcha Loan	DCF Method	Probability of IPO	90%	5% increase / (decrease) in the probability of IPO would result in an increase / (decrease) in fair value by $35 thousand.

		Terminal fee	$477	5% increase / (decrease) in the terminal fee would result in an increase / (decrease) in fair value by $23.6 million

		Regasification price	$0.91/ MMBtu	5% increase / (decrease) in the regasificaiton price would result in an increase / (decrease) in fair value by $39.4 million

Future payment right	DCF Method	Capacity factor	93%	5% increase / (decrease) in the capacity factor would result in an increase / (decrease) in fair value by $42.3 million

		WACC	9.5%	2% increase / (decrease) in the WACC would result in an increase / (decrease) in fair value by $55.1 million and $76.0 million respectively

		Approach 1: VC discount rate *	40%	5% increase / (decrease) in the VC discount rate would result in an increase / (decrease) in fair value by $20.4 million and $22.8 million respectively

		Approach 2: Probability of reaching FID *	55%	10% increase / (decrease) in the probability of reaching FID would result in an increase / (decrease) in fair value by $53.4 million

*	In the sensitivities for the two approaches to risk adjustment presented above, the sensitized value is calculated based on the isolated impact of a change in the assumption for each approach – assuming a corresponding change in value from the alternative approach.

The sensitivity analysis is based on a change in a significant assumption, keeping all other assumptions constant. Furthermore, these intervals are determined based on a high-level assessment to illustrate the sensitivity of the Future payment right to the most significant value drivers. However, the intervals applied in this sensitivity and the estimated output values must not be read as a limitation of possible outer intervals. The sensitivity analysis may not be representative of an actual change in the valuation as it is unlikely that changes in assumptions would occur in isolation from one another.

5.5 Share capital and shareholders information


Issued capital and reserves:
Share capital in Crown LNG Holding AS	Number of shares authorized and fully paid		Par value per share (NOK)		Financial Position (NOK thousands)		Financial Position (USD thousands)
As of December 31, 2023		195,370,911				1,954		189

Capital increase, 30.01.2024		1,172,538		0.01		12		1
Capital increase, 13.03.2024		323,733		0.01		3		1
Capital increase, 13.03.2024		1,650,039		0.01		17		2
Capital increase, 06.04.2024		32,181		0.01		0		0

As of June 30, 2024		198,549,402				1,986		193

On December 1, 2023, Board of Directors has based on the Authorisation given December 17, 2021 resolved to carry out a share capital increase directed towards existing shareholders and specific third-party investors by conversion of claims against the Company into shares. The offer to replace the claims with new shares included the issuance of shares at a nominal amount/subscription price of NOK 28. The share capital was increased by NOK 11,725.38 by issuance of 1,172,538 shares, each at a face value of NOK 0.01. The total contribution is NOK 5,657,645 ($541,199), of which NOK 5,645,919 ($540,077.82) is share premium. The capital increase was registered in the Norwegian Corporate Register on January 31, 2024.

EACP agreement

In November 2023, EACP converted its claim as of September 30, 2023 towards the Group into shares at the strike value of NOK 21. The share capital was increased by NOK 3,237.33 by issuance of 323,733 shares, each at a face value of NOK 0.01. The total contribution is NOK 6,798,393 ($657,775), of which NOK 6,795,156 ($647,466.67) is share premium. The capital increase was registered in the Norwegian Corporate Register on March 13, 2024.

Market representatives

In November 2023, the Company completed a capital increase directed towards market representatives (third-party advisors), whereby the market representatives convert their respective claims towards the Group into shares at the strike value agreed in the respective agreements. The share capital was increased by NOK 16,500.39 by issuance of 1,650,039 shares, each at a face value of NOK 0.01. The consideration per share is NOK 28 (rounded), which entails a share premium per share of NOK 27.99. The total contribution is NOK 46,201,092 ($4,402,201.91), of which NOK 46,184,591.61 ($4,400,629.7) is share premium. The capital increase was registered in the Norwegian Corporate Register on March 13, 2024.


Share premium (in thousands of U.S. dollars)
At December 31, 2023	$	231,891

Capital increase, 31.01.2024		540
Capital increase, 13.03.2024		647
Capital increase, 13.03.2024		4 401
Capital increase, 06.04.2024		18

At June 30, 2024	$	237,497


Other capital reserves (in thousands of U.S. dollars)
At December 31, 2023	$	12,341

Registered capital increase		(5,609	)
Share-based expenses (exl. non-controlling interests)		1,602
Shareholders equity subscription		150

At June 30, 2024	$	8,484

5.5 Share capital and shareholders information (Continued)

Nature and purpose of reserves

Registered capital increase

The decrease in other capital reserves of $5,609 million relates to funds received in 2023 that was registered in the Norwegian Corporate Register in 2024 and therefore reclassified to Share capital as of 30 June, 2024.

Share-based payments (Non-registered capital increases)

EACP agreement

In June 2024, the agreement with EACP was terminated and EACP converted its claim as of May 30, 2024 towards the Group into shares at the strike value of NOK 21. The share capital was increased by NOK 3,196.73 by issuance of 319,673 shares, each at a face value of NOK 0.01. The total contribution is NOK 6,713,152 ($631,854), of which NOK 6,709,955.27 is share premium.

Market representatives

In June 2024, the Company completed a capital increase directed towards market representatives (third-party advisors), whereby the market representatives convert their respective claims towards the Group into shares at the strike value agreed in the respective agreements. The share capital was increased by NOK 5,456.63 by issuance of 545,663 shares, each at a face value of NOK 0.01. The consideration per share is NOK 28 (rounded), which entails a share premium per share of NOK 27.99. The total contribution is NOK 15,278,704 ($1,473,388), of which NOK 15,273,247.37 is share premium.

Further, the agreements continue to run following the debt conversion. The shares issued relate to a share-based payments arrangement originally accounted for as equity settled share-based payments under IFRS 2. Hence, the historical claims were in the consolidated financial statements historically recognized as equity and not as payables.

A reconciliation of the Group’s equity is presented in the statement of changes in equity.

The Group’s shareholders:


Shareholders in Crown LNG Holding AS as of June 30, 2024	Total number of shares		Ownership/ Voting rights
KATARIA CAPITAL CORPORATION *		58,293,000		29.36	%
RAGHAVA CORPORATE PTE LTE		22,786,000		11.48	%
WEALINS S.A.		11,887,962		5.99	%
GBTRON LIMITED		10,388,425		5.23	%
Other shareholder less than 5%		95,194,015		48	%

Total		198,549,402		100.00	%

*	Citibank, NA is the registered owner and nominee shareholder on behalf of Kataria Capital Corporation.


Shareholders in Crown LNG Holding AS as of December 31, 2023	Total number of shares		Ownership/ Voting rights
Kataria Capital Corporation (CA)*		58,293,000		29.84	%
Raghava Corporate PTE (SG)		22,786,000		11.66	%
ASHA GUPTA		10,090,450		5.16	%
Other shareholder less than 5%		104,201,461		53.34	%

Total		195,370,911		100.00	%

*	Citibank, NA is the registered owner and nominee shareholder on behalf of Kataria Capital Corporation.

5.6 Earnings per share

The following table reflects the income and share data used in the Earnings per Share (EPS) calculations:


(in thousands of U.S. dollars)	For the six months ended June 30,
	2024			2023
Profit/(loss) attributable to ordinary equity holders of the parent - for basic EPS	$	(16,560	)	$	2,057
Profit/(loss) attributable to ordinary equity holders of the parent - adjusted for the effect of dilution		(16,560	)		2,057
Weighted average number of ordinary shares - for basic EPS (in thousand shares)		98,503			51,789
Weighted average number of ordinary shares adjusted for the effect of dilution		98,503			52,186

Basic EPS - profit or loss attributable to equity holders of the parent	$	(0.17	)	$	0.04

Diluted EPS - profit or loss attributable to equity holders of the parent	$	(0.17	)	$	0.04

The EPS computation is not affected by convertible shareholder loans or equity-settled instruments as these were anti-dilutive in the financial periods ended June 30, 2024 and December 31 2023 due to the reported losses in the periods.

6 - Other disclosures

6.1 Related party transactions

Related parties are members of the Board of Directors and any shareholder owning more than 5% of outstanding shares, including an immediate family member of any such person. Furthermore, a related party transaction is defined as any transaction, arrangement, or relationship, or any series of similar transactions, arrangements or relationships, in which (i) the Company or any of its subsidiaries is or will be a participant, and (ii) any related party has or will have a direct or indirect interest. This also includes any material amendment or modification to an existing related party transaction.

The following tables provide the total amount of transactions that have been entered into with related parties (outside the Group) for the relevant financial periods:

Related party transactions during 2024 and balances as of June 30, 2024


(in thousand of U.S. dollars)	Executive Management		Board Members		Other Shareholders		Total
Non-current provisions for contingent fees to related parties	$	—		4,069		—		4,069
Current provisions to related parties		3,994		7,257		—		11,251
Non-current loans to related parties		—		—		2,291		2,291
Current loans to related parties		—		1,101		3,072		4,173
Purchases from related parties		57		—		—		57
Interest paid to related parties		—		63		—		63

The non-current provisions for contingent fees to relevant parties as of June 30, 2024 were $4.1 million to LNG-9 PTE LTD controlled by board member Swapan Kataria, and the Company. The amount is contingent upon FID for the Kakinada Terminal Project. Refer to note 4.1 for more details on the cash-settled share-based payment liabilities.

Current provision to related parties of $11.3 million includes a fee of $5.0 million related to the Exclusivity Agreement with GBTRON Lands Limited, a company controlled by board member Swapan Kataria, for the exclusive right to develop, own, operate and lease to GBTRON an FSRU on a day-rate to be agreed in a future lease agreement. The remaining $6.3 million relates to recognized, but not paid board remuneration and MFH arrangements with Black Kite, Gantt Consulting and Mr. Kataria and the fixed retainer fees related to the JDA with LNG-9 PTE LTD.

Non-current loans to related parties comprise of other shareholder loans. Refer to not 5.2 and 5.3 for more details on the Group’s interest-bearing and non-interest-bearing liabilities.

Current loans to related parties comprise of a loan to LNG-9, short-term shareholder loan and promissory notes to other shareholders. Refer to note 5.2 for more details on the Group’s other current liabilities.

6.1 Related party transactions (Continued)

Related party transactions during 2023 and balances as of December 31, 2023


(in thousand of U.S. dollars)	Executive Management		Board Members		Other Shareholders		Total
Non-current provisions for contingent fees to related parties	$	—		4,758		—		4,758
Current provisions to related parties		2,339		8,202		—		10,541
Non-current loans to related parties		—		—		1,223		1,223
Current loans to related parties		—		400		529		929
Prepayment of shareholder loans		—		—		526		526
Purchases from related parties		248		—		—		248
Interest paid to related parties		—		28		—		28
Shares issued to EAST as consideration for FPR	$	—		203,785		—		203,785

The non-current provisions for contingent fees to related parties as of December 31, 2023 were $4.8 million to LNG-9 PTE LTD controlled by board member Swapan Kataria, and the Company. The amount is contingent upon FID for the Kakinada Terminal Project. Refer to note 4.1 for more details on the cash-settled share-based payment liabilities.

Current provision to related parties of $10.5 million includes a fee of $5.0 million related to the Exclusivity Agreement with GBTRON Lands Limited, a company controlled by board member Swapan Kataria, for the exclusive right to develop, own, operate and lease to GBTRON an FSRU on a day-rate to be agreed in a future lease agreement. The remaining $5.5 million relates to recognized, but not paid board remuneration and MFH arrangements with Black Kite, Gantt Consulting and Mr. Kataria and the fixed retainer fees related to the JDA with LNG-9 PTE LTD.

Non-current loans to related parties comprise debt to Board of Directors and convertible loans and other shareholder loans. Refer to not 5.2 and 5.3 for more detail on the Group’s interest-bearing and non-interest-bearing liabilities. Prepayment of shareholder loans relates to shareholder loans, partly prepaid in 2023, although not signed before December 31, 2023. Refer to note 5.2 for more details on the shareholder loans.

Current loans to related parties comprise of a loan to LNG-9 and promissory notes to other shareholders. Refer to note 5.2 for more detail on the Group’s other current liabilities.

6.2 Share-based payments

The expenses recognized for services received during the year under equity-settled share-based arrangements are presented in the table below.


(in thousands of U.S. dollars)	For the six months ended June 30,
Expenses arising from share-based payment transactions	2024		2023
Expenses arising from equity-settled share-based payment transactions	$	1,636	$	1,640

Total expenses arising from share-based payment transactions		1,636		1,640

The expenses relate to consideration paid in-kind with shares in Crown LNG Holding AS for services provided by third party suppliers. The services are of a “stand ready” nature, in which the Group pays a monthly retainer fee in the form of share issuance. These expenses are recongnized as ‘other operation expenses’ in profit or loss. For cash-settled share-based payments arrangements, reference is made to note 4.1.

6.3 Events after the reporting period

Business Combination Agreement

On July 8 and 9, 2024 (the “Closing Date”), the Company consummated the series of transactions in the previously announced business combination pursuant to the Business Combination Agreement dated as of August 3, 2023 (as amended, the “BCA”) with Catcha Investment Corp (“Catcha”) and certain other affiliated entities. Through this series of transactions, Crown LNG Holdings Limited (“PubCo”) became the public listed company trading on the Nasdaq under the ticker symbol “CGBS”. In connection with the closing of the BCA, PubCo completed the issuance of securities pursuant to the financing agreements as described below and received aggregate gross proceeds of approximately $7.9 million therefrom on or around the Closing Date. As a result of Business Combination, Catcha became a wholly owned subsidiary of PubCo.

In connection with the transaction, each (a) issued and outstanding Class A ordinary share, par value $0.0001 per share of Catcha was converted into the right to receive one newly issued ordinary share, no par value, of PubCo, (together, the “PubCo Ordinary Shares”), (b) issued and outstanding Class B ordinary share, par value of $0.0001 per share, of Catcha was converted into the right to receive one newly issued PubCo Ordinary Share, (c) outstanding and unexercised public and private placement warrant of Catcha was converted into one warrant of PubCo that entitles the holders to purchase one PubCo Ordinary Share in lieu of one Catcha Class A Ordinary Share and otherwise upon substantially the same terms. Further, subject to the terms and procedures set forth under the BCA, the Crown shareholders transferred to PubCo, and PubCo acquired from the Crown shareholders, all of the ordinary shares of Crown held by the shareholders in exchange for the issuance of PubCo Ordinary Shares.

As previously concluded, the Business Combination will be accounted for as a capital reorganization in accordance with IFRS. This determination was primarily based on that Crown Shareholders held the majority of the voting power of PubCo, Crown’s operations substantially comprise the ongoing operations of PubCo, Crown’s designees comprise a majority of the governing body of PubCo, and Crown’s senior management comprises the senior management of PubCo. Further, Catcha does not meet the definition of a “business” pursuant to IFRS 3 Business Combinations. Under this method of accounting, Catcha will be treated as the “acquired” company for financial reporting purposes, and Crown will be the accounting “acquirer.” The net assets of Catcha will be recorded at historical cost with no goodwill or other intangible assets recorded. The deemed cost of the shares issued by Crown, which represent the fair value of the shares that Crown would have had to issue for the ratio of ownership interest in PubCo to be the same as if the business combination had taken the legal form of Crown acquiring shares of Catcha, in excess of the net assets of Catcha will be accounted for as share-based compensation under IFRS 2 Share-based payments. As a result of the transaction, shareholders of Catcha received 7.5 million of the shares in PubCo at a share price of $10, as specified in the BCA, while legacy shareholders of Crown received 60 million shares. On July 10, 2024, the market price of the shares was $3.08.

As of June 30, 2024, Catcha had not commenced any operations and all activity for the six months ended June 30, 2024 relate to activities in connection with the business combination with Crown. For the six months ended June 30, 2024, Catcha had no revenue and incurred a net loss of $3.3 million. Upon the completion of the BCA, the combined company will have immediate cash of approximately $7.9 million; however, much of this cash will be used to settle the trade and other liabilities incurred through the Closing Date. Other than the accounts payable, the remaining liabilities to be assumed by Crown include $1.7 million related to Catcha’s warrant liability, and amounts due to related party of $301 thousand. Catcha has few assets that will be acquired as a part of the transaction, namely, other assets of approximately $7 thousand.

At the time of preparation of these half-year financial statements, the accounting for the transaction is incomplete, and further disclosures cannot be made at this time.

Business Combination Financing Agreements

April 2024 Notes

On April 30, 2024, the Company entered into subscription agreements with certain investors with respect to convertible promissory notes that were to be issued upon the closing of the business combination (the “April 2024 Notes”) with an aggregate original principal amount of $1.05 million for an aggregate purchase price of $1.0 million, reflecting a 5% original issue discount. $1.0 million was received upon the closing of the BCA , and the April 2024 Notes have not yet been converted under the conditions stipulated in the agreement.

PIPE

On May 6, 2024, PubCo and Catcha entered into a subscription agreement (the “PIPE Subscription Agreement”) for a private placement (the “PIPE”) with certain accredited investor (the “Purchaser”). Pursuant to the PIPE Subscription Agreement, the Purchaser agreed to purchase an aggregate of 176,470 PubCo Ordinary Shares, at a price per share of $8.50, representing aggregate gross proceeds of $1.5 million. Crown received these gross proceeds upon the consummation of the BCA and issued the shares in PubCo.

On May 14, 2024, PubCo and Catcha entered into additional subscription agreements (together with the PIPE Subscription Agreement above, the “PIPE Subscription Agreements”) for a private placements with certain accredited investor who are existing shareholders of Crown (the “Existing Shareholder Purchasers”). Pursuant to the PIPE Subscription Agreement, the Existing Shareholder Purchasers have agreed to purchase an aggregate of 26,393 PubCo Ordinary Shares (together with the PubCo Ordinary Shares to be purchased by the Purchaser, the “PIPE Shares”), at a price per share of $10.00, representing aggregate gross proceeds of $263.9 thousand. Crown received these gross proceeds upon the consummation of the BCA and issued the shares in PubCo.

Securities Lending Agreement

On May 22, 2024, the Company entered into a securities lending agreement (the “Securities Lending Agreement”) with Millennia Capital Partners Limited (the “Lender”) pursuant to which the Lender agreed to loan the Company up to $4.0 million (the “Loan”) at 55% Loan to Value of the current market rate of 730,000 shares of Crown pledged to the Lender. In July 2024, the Company drew down $450 thousand, gross and received $430 thousand, net of fees, the $4 million facility from Millenia. The facility is currently paused due to the low valuation of the Company, and the next drawdown is dependent on an increase in the valuation.

Securities Purchase Agreement

On June 4, 2024, PubCo entered into a definitive securities purchase agreement (the “Securities Purchase Agreement”; together with the April 2024 Notes, the PIPE and the Securities Lending Agreement, the “Financing Agreements”) with Helena Special Opportunities LLC (the “Investor”), an affiliate of Helena Partners Inc., a Cayman-Islands based advisor and investor, providing for up to approximately $20.7 million in funding through a private placement for the issuance of convertible notes (the “SPA Notes”). On July 8, 2024, Crown received a drawdown of $2.9 million from the convertible loan. The net cash received was $2.5 million after the issuance discount was applied. The second tranche of this Financing Agreement of $2.5 million, net, will be available upon the effectiveness of the F-1 filed by the Company and when Crown’s market capitalization exceeds $100 million.

6.3 Events after the reporting period (Continued)

Shareholder Loans

New Shareholder Loan

As discussed in Note 5.4, the Company entered into the New shareholder loan with its shareholders on February 6, 2024. The loan was to be repaid within 5 days following the closing of the business combination. On August 8, 2024, the shareholder loan was settled by paying $600 thousand in cash at closing. The shareholders, except two, have agreed to settle the remaining principal amount by issuing 1.7 million shares at $0.40 per share. The shares have not yet been issued.

Convertible Shareholder Promissory Note

On July 26, 2024, the Company entered into a Convertible Promissory Notes for a total of $194 thousand and NOK 3,643,094, with interest accruing at a fixed rate of 10% per annum commencing on July 31, 2024 with certain shareholders. The shareholders are entitled to convert any portion of any amounts outstanding into Ordinary Shares of the Company. This promissory note has been converted into 15,503 shares at $10.00 per share, but the shares have not yet been issued

Vendor Promissory Notes for Fees Deferral

On July 9, 2024, the Company issued promissory notes in an aggregate principal amount of $3.5 million to another service provider to Crown and Catcha, with such amounts representing deferrals of fees owed. The Promissory Notes bear interest at a rate of 12% per annum, payable quarterly, subject to Crown’s option to defer 50% as paid-in-kind, with principal due thereunder payable at maturity on the 18-month anniversary of the issuance. There is no conversion feature provided for the Promissory Notes.

Polar Multi-Strategy Master Fund (previously known as the Catcha Loan)

In March 2023 and October 2023, Catcha, Catcha Holdings LLC (the “Sponsor”) and Polar Multi-Strategy Master Fund (“Polar”) entered into the March 2023 Subscription Agreement and the October 2023 Subscription Agreement, respectively pursuant to which Polar provided $300 thousand and $750 thousand (total of $1,050 thousand) to Catcha for working capital purposes. On October 27, 2023, Crown and Catcha entered into a separate promissory note whereby Catcha agreed to provide a loan in the principal amount of $750 thousand (the “Catcha Loan”) to Crown to fund working capital. The terms of these agreements originally stipulated that the amounts would be repaid upon the closing of the BCA.

On July 8, 2024, Crown, Catcha, the Sponsor and Polar entered into a Securities Purchase Agreement which restructured the March 2023 Subscription Agreement, the October 2023 Subscription Agreement and the Catcha Loan. Under this agreement, 50% of the $1,050 thousand is settled in cash ($525 thousand) and the Company shall issue Promissory Notes for an aggregate purchase price of up $525 thousand divided into two separate notes, with an aggregate principal amount of $583 thousand, reflecting original issue discount of 10%. The issuance of such Promissory Notes was in satisfaction of 50% of the payment due upon the closing of the business combination.

Contingent consideration related to the February 2023 warrant exercise

On August 22, 2024, the board of directors decided in agreement with the Company’s shareholders owning additional consideration to the Company to reduce the claim against the holders of the warrants from NOK 6.09 per share to $0.161 per share ultimately reducing the claim from $4.8 million (fair value of $4.6 million) to $212 thousand due to the decline in share price after the completion of the BCA and public listing of the Company. Refer to notes 2.2 and 5.4 for further discussion around the accounting and calculation of fair value for the contingent consideration related to warrant exercise as of June 30, 2024.

Settlement of accounts payable

On September 4, 2024, Crown settled accounts payable valued at $200 thousand, including interest by issuing 551,633 shares.

KGLNG Agreement

On August 2, 2024, Crown LNG India AS delivered to EAST a Share Purchase Option Exercise Notice, pursuant to which Crown LNG India AS could exercise the Option under the KGLNG Agreement to purchase all shares in KGLNG held by EAST at an exercise price of $60 million. Under the terms of the KGLNG Agreement, a promissory note to the Company in consideration for the issuance of the Company’s ordinary shares for an aggregate amount of $60 million will be based on a per share price equal to 95% of the closing price of the ordinary shares on the business day prior to the option exercise. Based on the value-weighted average share price of $0.30 per share, it is estimated that Crown will issue approximately 200 million shares for this option. The promissory note, final calculations, and related shares for the exercise of this option has not yet been issued and the closing has not yet occurred.

6.3 Events after the reporting period (Continued)

GBTRON Agreement

On August 2, 2024, Crown delivered to GBTRON a Share Purchase Option Exercise Notice, pursuant to which Crown could exercise the Option under the GBTRON Agreement, contingent on the preparation of the NewCo Transfer Implementation Plan under the GBTRON Agreement. Under the terms of the GBTRON Agreement, the promissory note for an aggregate amount of $25 million will be based on a per share price equal to 95% of the closing price of the Company’s ordinary shares on the business day prior to the option exercise. Based on the value weighted average share price of $0.30 per share, it is estimated that Crown will issue approximately 83 million shares for this option. The promissory note, final calculations, and related shares for the exercise of this option has not yet been issued and the closing has not yet occurred.

On September 17, 2024, Crown issued a promissory note to GBTRON Lands Limited valued at GBP 260 thousand for cash provided to Crown . The Note carries an interest of 1% per month and a commitment fee of 5%. The purpose of this cash was to provide funds to support the working capital of the Company. The Note matures on October 31, 2024.

Third amendment to Exclusivity Agreement between Crown and GBTRON

On September 10, 2024, Crown and GBTRON entered into the Third Amendment to Exclusivity Agreement, pursuant to which the parties agreed that the Second Instalment, remaining Annual Exclusivity Fees, and any Monthly Extension Fees will be settled by a promissory note from Crown to GBTRON of $2.5 million plus an interest at 12%, accruing as of January 1, 2023, for a total of $3.025 million. After executing this amendment and issuing the promissory note, the total outstanding amount is settled.

Buyback of CIO Investment AS shares

In August of 2024, the Company entered into certain Contract Notes wherein certain shareholders exchanged their shares in CIO Investment AS for shares in the Company. Pursuant to these Contract Notes, the purchase price was $9.8 million and will be settled by issuing 22.2 million shares. The shares have not yet been issued. As a result, Crown indirectly and directly owns 100% of CIO Investments AS.

Nasdaq Notice

On September 3, 2024, Crown received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company no longer complies with Nasdaq Listing Rule 5550(a)(2) (the “Rule”) requiring that listed securities maintain a minimum bid price of $1 per share (the “Minimum Bid Price”) based upon the Company’s closing bid price for 30-day trading period of July 22 to August 30, 2024. Additionally, the Notice confirms that the Rule grants the Company 180 calendar days, or until March 3, 2025 to regain compliance (the “Compliance Period”). Further, the Notice states that Nasdaq will provide confirmation of compliance and close the matter if the Company’s listed securities maintain the Minimum Bid Price for ten consecutive days at any time during the Compliance Period. The Notice serves only as a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities. The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider available options to regain compliance with the Bid Price Rule, which could include effecting a reverse stock split. However, there can be no assurance that the Company will be able to regain compliance with the Bid Price Rule.

Registration Statement

On September 30, 2024, Crown LNG Holdings Ltd, filed on Form F-1 a Preliminary Prospectus, subject to completion, for the Primary Offering of 17,346,632 Pubco Ordinary Shares and Secondary Offering of 31,120,801 Pubco Ordinary Shares and 7,346,632 Pubco Warrants to Purchase Pubco Ordinary Shares.

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the financial condition and results of operations of Crown LNG Holding AS should be read together with the unaudited condensed consolidated interim financial statements and the related notes to those statements included as Exhibit 99.1 to this Report on Form 6-K submitted to the Securities and Exchange Commission, or the SEC, on October 16, 2024.

The following discussion contains forward-looking statements based on Crown LNG Holdings Limited’s current expectation that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. In this section, unless otherwise indicated or the context otherwise requires, the terms “we,” “our,” “us,” the “Company,” and “its” refer to Crown LNG Holdings Limited and its consolidated subsidiaries. All dollar amounts are expressed in thousands of United States dollars (“$”), unless otherwise indicated.

Overview

Crown LNG Holdings AS, a private limited liability company incorporated under the laws of Norway, our wholly owned subsidiary, was founded in 2016 in Oslo, Norway, with the mission of providing offshore LNG critical infrastructure suitable for year-round operations in harsh weather locations. We design and seek to own and operate all-weather liquefied natural gas (“LNG”) liquefaction and re-gasification terminals, utilizing bottom-fixed, gravity-based structures. While floating technology solutions are not part of our core business, we will also seek to develop, own and operate floating storage and re-gasification units (“FSRU”) where we possess a competitive advantage for doing so.

We believe there is a market opportunity for our LNG infrastructure, which is expected to grow along with the growth in LNG supply and demand. Morgan Stanley projects that global LNG demand will reach 570 million ton per annum (“MTPA”) in 2030 compared to 400 MTPA in 2022. We believe we are well positioned to take advantage of this growth in LNG demand given the key advantages of offshore LNG import and export facilities over onshore technology. These advantages relate to regulatory demands, environmental impact, land acquisition, security requirements and overall cost.

We plan to be active in two critical parts of the LNG value chain: (1) liquefaction, where natural gas from producers is supercooled to a liquid for transport by ship as LNG, and (2) re-gasification (or “re-gas”), where the LNG is turned back into gas and delivered to consumers and businesses. We seek to provide stable, secure, year- round LNG production and gas supplies to growing markets and locations exposed to harsh weather conditions. We aim to expand the global market for LNG (particularly LNG supplied from the U.S.) and contribute to lower carbon emissions in the markets we serve by replacing coal and oil with LNG.

Our Revenue Model

We seek to avoid commodity price and volume risk. We do not intend to buy or sell LNG. Rather, we seek to build, own, and operate the terminals in exchange for take-or-pay style fixed-price contracts. In the case of the regasification terminals, our customers will buy LNG from the global LNG market and pay us to store the LNG and re-gasify it. In the case of liquefaction terminals, we expect that our customers will be gas producers and aggregators seeking to sell their gas in the form of LNG to domestic and overseas markets. These liquefaction customers will pay on a liquefaction fee per one million British Thermal Units (“MMBtu”) basis coupled with a minimum use-or-pay arrangement to assure bankability of our liquefaction terminals.

The Business Combination

On July 8 and 9, 2024, the Company consummated the series of transactions contemplated in the Business Combination Agreement, dated August 3, 2023 (as amended, the “Business Combination Agreement”), by and among Catcha Investment Corp, a Cayman Islands exempted company limited by shares (“Catcha”), Crown, and CGT Merge II Limited, a Cayman Islands exempted company limited by shares (“Merger Sub”), pursuant to which (i) Merger Sub merged with and into Catcha, with Catcha as the surviving company and becoming a wholly owned subsidiary of the Company (the “Merger”) and (ii) following the Merger, subject to the terms and procedures set forth under the Business Combination Agreement, the shareholders of Crown transferred to the Company, and the Company acquired from the shareholders of Crown, all of the ordinary shares of Crown held by such shareholders in exchange for the issuance of the number of newly issued Company Ordinary Shares equal to (x) a transaction value of $600 million divided by (y) a per share price of $10.00.

The business combination will be accounted for as a capital reorganization in accordance with IFRS. Under this method of accounting, Catcha will be treated as the “acquired” company for financial reporting purposes, and Crown will be the accounting “acquirer.”

As a result of the business combination, the Company became a publicly traded company with its stock trading on Nasdaq. As a newly publicly traded company, the Company will be required to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. the Company expects to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees, and additional internal and external accounting, legal and administrative resources, including personnel costs, audit, and other professional services fees.

In connection with the business combination, the Company consummated several financing transactions, as described under “—Liquidity and Capital Resources—Sources of Liquidity—Subsequent Financing Arrangements” below, generating $7.9 million of aggregate gross proceeds therefrom. the Company also entered into a series of agreements with Service Providers, resulting in the reduction of transaction expenses payable at closing of the business combination, in exchange for certain transfers of founder shares held by Catcha Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”) and the issuance of promissory notes for the deferred payment of expenses.

Key Factors Affecting Our Prospectus and Future Results

Our operations to date have been limited to business planning, raising capital, and development activities relating to the LNG terminals in our pipeline. We do not have any project in our pipeline generating revenue currently and have not recognized any revenue to date. Our net losses were $(4.7) million, $(27.9) million, and $(4.2) million for the years ended December 31, 2021, 2022, and 2023 respectively, and $2.3 million and $(16.9) million, for the first six months ending June 30, 2023, and June 30, 2024, respectively.

We believe that our performance and future success depend on a number of factors that present significant opportunities, but also pose risks and challenges; these include our ability to develop, construct, finance and secure commercial contracts for the LNG terminals in our pipeline, and the other factors discussed under the section titled “Risk Factors” of our Registration Statement on Form F-1, filed with the SEC on September 30, 2024, which are incorporated by reference. We expect to continue to incur significant expenses and operating losses for at least the next several years associated with our ongoing activities, until we successfully complete our LNG terminals, secure commercial contracts, and commence operations.

We anticipate the Kakinada and Grangemouth Projects to be operational at the earliest in 2029 and 2027, respectively, and to begin generating revenues around that period, if at all. Major remaining development activities relating to the commencement of operations for these terminals are similar to other large-scale infrastructure projects in the oil and gas sector. They include, but are not limited to, conducting a Front End Engineering Design study, securing and signing all required terminal usage agreements with customers, securing all required regulatory approvals from relevant authorities, structuring the projects to attract any required equity and debt financing, achieving FID, initiating the engineering, procurement, construction, installation & commissioning process, and working with partners to construct and commission the terminals.

Key Components of Results of Operations

We are a development stage company, and our historical results may not be indicative of our future results. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical or future results of operations.

Revenue

We do not have any project in our pipeline generating revenue and have not recognized any revenue to date.

We are currently developing the Kakinada and Grangemouth Projects. The Kakinada Project is expected to have a capacity of 3 billion cubic feet per day (“Bcf/d,”) following a 33-month EPCIC period. The Grangemouth Project will have a capacity of 5 MTPA; however, the FID will require only 2 MTPA capacity booked. Upon completion of the terminals and commencement of operations, we expect the Kakinada and Grangemouth Projects to generate revenues of over $280 million and $160 million per year respectively, assuming a contracted utilization rate of 7.2 MTPA and 3.0 MTPA respectively.

Operating Expenses

Operating expenses consist of employee benefit expenses, other operating expenses, and depreciation and impairment expenses. Consulting fees and project costs related to our project development, audit, and accounting fees are the most significant component of our other operating expenses, which includes seabed surveys expense and payments to consultants.

We expect to continue to invest substantial resources to support our growth and anticipate that each of the following categories of operating expenses will increase in absolute dollar amounts for the foreseeable future.

Upon completion of the Kakinada and Grangemouth Projects and commencement of operations, we also expect to incur significant additional related expenses, including but not limited to terminal operation expenses, operating insurance costs, land and port charges, general and administrative, and other costs.

Employee Benefit Expenses

Employee benefit expenses comprise all types of remuneration to personnel employed by the company and are expensed when earned. Employee benefit expenses generally consist of management-for-hire and remuneration to our board of directors. We present fees related to management-for-hire as employee benefit expenses, as such fees are paid to individuals working for the company under our discretion in the same way as individuals who are regarded as employees for legal or tax purposes and where the services rendered are similar to services typically rendered by employees.

We expect that employee benefit expenses will increase in the future in connection with the projects advancing with funding, where headcount is expected to expand for development of the projects and for other general and administrative purposes, as well as in connection with increased fees for directors and management for hire.

Other Operating Expenses

Other operating expenses are recognized when they occur and represent a broad range of operating expenses incurred by us in our day-to-day activities. Other operating expenses mainly consist of consulting fees related to our project development, GBTRON exclusivity fee, audit, and accounting fees. Certain board members have provided services to us via their respective consulting companies.

We expect to incur additional other expenses as a result of operating as a public company, including expenses related to compliance with the rules and regulations of the SEC and stock exchange listing standards, additional insurance expenses (including directors’ and officers’ insurance), investor relations activities and other administrative and professional services.

We expect to incur increased costs associated with establishing sales, such as sales and administrative expenses, marketing expenses, and commercialization expenses prior to the Company reaching first-gas. Upon completion of the terminals and commencement of operations, we also expect to incur additional related expenses, including but not limited to terminal operation expenses, operating insurance costs, land and port charges, general and administrative, and other costs.

Depreciation and Impairment

Depreciation and impairment expenses consist primarily of depreciation of our right-of-use assets, which are our lease of office space and lease of office equipment. The lease of office space was terminated in June 2022, after signing a settlement agreement with the lessor. As a result, the right-of-use asset for the lease of office equipment has been impaired and no depreciation expense has been recorded for the six-month periods ending June 30, 2024.

We do not expect to incur significant depreciation or impairment expenses in the near future.

With respect to the Kakinada and Grangemouth Projects, we are currently in the development stage and plan to make significant investments in the future relating to our terminals currently under development. If and when such investments are made, we may incur material depreciation expenses and may also be required to record impairment, depending on the circumstances.

Finance Income and Finance Expense

Interest income and interest expenses are calculated using the effective interest method. The interest expenses are related to shareholder loans. The loans have been provided during year 2020 and 2021 and settled in September of 2022. A new shareholder loan of $200,000 was issued and drawn down in May 2023, and a further $160,000 was issued and drawn down by December 2023. Promissory Notes with vendors are interest bearing at twelve (12) per cent per annum.

Foreign currency gains or losses are reported as foreign exchange gain or foreign exchange loss in finance income or finance expense, respectively, except for currency translation effects from translation of foreign subsidiaries and the parent company which are presented within Other Comprehensive Income (“OCI”).

Finance income and finance expense also include fair value adjustments of the options held by us, the future payment right, the contingent consideration related to warrant exercise, the new shareholder loan, and the Catcha Loan. These various instruments are measured at fair value through profit or loss. The instruments are re-measured at each reporting date, and any movements in the fair value are recorded as either a finance income or a finance expense.

Income Tax Benefit

The operations of the Company are subject only to income tax in Norway. Current income tax is measured at the amount expected to be recovered from or paid to the tax authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where we operate and generates taxable income.

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits can be utilized.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

As of June 30, 2023, June 30, 2024, December 31, 2023, and December 31, 2022, we have not recognized any tax assets based on the uncertainty related to utilization as a result of cumulative losses.

Foreign Currency Translation

The consolidated financial statements are prepared in United States Dollars (“USD”). The functional currency of each of our entities is principally determined based on the primary currency of the company’s operating expenses and country of residence, which results in the Norwegian krone (“NOK”) being the functional currency of all entities. Upon consolidation, the statements of financial position and statements of operation of all companies with a functional currency other than USD are translated from their functional currencies to the USD. The company’s presentation of our currency is determined as follows:

•

All assets and liabilities are translated at the rate of exchange at the statement of financial position date.

•

All items of income and expense are translated at the average rate of exchange in the month the transaction occurred.

Results of Operations

The results of operations presented below should be reviewed in conjunction with our consolidated financial statements and notes included elsewhere in this Report.

For a detailed discussion of our financial performance and condition for the first six months ending June 30, 2024 and 2023, respectively, please refer to our Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Registration Statement on Form F-4 (File No. 333-274832), as amended (the “Registration Statement”), that was declared effective by the Securities and Exchange Commission on February 14, 2024.

Comparison of the first six month ending June 30, 2024, and June 30, 2023

The following table sets forth our consolidated results of operations data for the periods presented (in thousands of USD):

Consolidated statements of comprehensive loss


	First six months ended June 30;
(in thousands of U.S. dollars, except per share amounts)	2024			2023
Revenue	$	—		$	—

Total revenue		—			—

Employee benefit expenses		(928	)		(477	)
Other operating expenses		(4,501	)		(4,143	)

Total operating expenses		(5,429	)		(4,620	)

Operating loss		(5,429	)		(4,620	)

Finance income		708			7,862
Finance expenses		(12,171	)		(965	)

Net financial items		(11,463	)		6,897

Loss before tax		(16,892	)		2,277

Loss	$	(16,892	)		2,277


*Other comprehensive income:*
Items that subsequently may be reclassified to profit or loss:
Foreign currency translation		(106	)		784
Total items that may be reclassified to profit or loss		(106	)		784

Total comprehensive loss	$	(16,998	)	$	3,061

Loss attributable to:
Equity holders of the parent company		(16,560	)		2,057
Non-controlling interests		(332	)		220
Total comprehensive loss attributable to:
Equity holders of the parent company		(16,993	)		2,685
Non-controlling interests		(5	)		376
Loss per share
Basic loss per share		(1.17	)		0.04
Diluted loss per share		(1.17	)		0.04

Employee Benefit Expenses

Employee benefit expenses increased by $451 thousand, or 95%, for the first six months ending June 30, 2024, as compared to June 30, 2023. The increase was primarily attributable to increased contracted staff to strengthen the capacity and competence as a public company.

Other Operating Expenses

The following table summarizes the other operating expenses for the periods indicated:


(in thousands of U.S. dollars)	For the six months June 30
Other operating expenses	2024			2023
Consulting fees	$	(3,348	)	$	(3,037	)
Project costs		(960	)		—
Audit and audit related services		(554	)		(146	)
Cash-settled share-based payment		689			—
Other operating expenses		(328	)		(961	)

Total other operating expenses		(4,501	)		(4,144	)

Total other operating expenses increased by $0.4 million, or 9%, for the first six months ending June 30, 2024, as compared to the first six months ending June 30, 2023. The increase was primarily attributable to a $0.3 million, or 10% increase in consulting fees, a $0.4M increase, or 279% increase in Audit and audit-related fees, and $0.9M increase in project cost. The increase in the operating expenses has been set off by the reversal of $0.9M in cash-settled operating expenses and a $ 0.6M reduction in other operating expenses. The increase in consulting fees and Audit Fees for the first six months ending June 30, 2024, was primarily attributable to expenses related to the business combination with Catcha and preparation to become a listed entity. The increase in project expenses is related to extra cost for keeping the projects in good standing during the extended time it takes to arrange financing.

Project costs increased by $960 thousand, for the first six months ending June 30, 2024, as compared to zero for the first six months ended June 30, 2023. The Increase was primarily attributable to project activities being increased to keep the projects in good standing with authorities and stakeholders. Audit and audit-related services increased by $408 thousand, or 279%, for the first six months ending June 30, 2024, as compared to the same period in 2023. The increase in audit and audit-related services in the first six months ending June 30, 2024, was primarily attributable to an increase in expenses incurred in preparation for becoming a listed entity. The GBTRON agreement exclusivity fee increased by $960 thousand, from Nil, for first six months ending June 30, 2024, as compared to the same period in 2023. The increase of the exclusivity fee was due to the extension fee payable for extending the validity beyond the year ended December 31, 2023, to keep the agreement current and in good standing.

There was a reversal of $689 thousand cash-settled share-based payment expense for the first six months ending June 30, 2024, and a reduction in other operating expenses of $633 thousand for the first six months ending June 30, 2024, as compared to the same period in 2023. The reversal of Cash-settled-share based payment and the lower other operating cost is mainly due to revaluation of provisions for cost, due to changes in assumptions.

Depreciation and Impairment

There is no impairment or depreciation accounted for during the first six months ending June 30, 2024.

Finance Income

Finance income decreased by $7.2 million, or 91%, for the first six months ending June 30, 2024, as compared to the same period, 2023. Increase in the fair value of contingent consideration related to the warrant exercise of $571 thousand and the recognition of $134 thousand as a result of the difference between the transaction price initially recorded and the fair value of the Catcha Loan for the period ended June 30, 2024. The corresponding ‘Fair value adjustment financial instruments income’ for the period ended June 30, 2023, represents changes in the fair value of the call-option to purchase 15% ownership in EAST of $7,317 thousand and the change in the fair value of contingent consideration related to the warrant exercise of $544 thousand.

Finance Expense

Finance expense increased by $11.2 million, or 1161%, for the first six months ending June 30, 2024, as compared to the same period last year. The increase was primarily attributable to a fair value adjustment of financial instrument expense from future payment rights agreed with East LNG PTE LTD for the first six months ending June 30, 2024, while for the first six months ending June 30, 2023, there was no gain or loss reflected in finance income.

Income Tax Benefit

Income tax benefit was zero, for the first six months ending June 30, 2024, similar to the same period in 2023.

Foreign Currency Translation

Foreign currency translation gain in OCI decreased by $0.9 million to a loss of $0.1 million for the first six months ending June 30, 2024, as compared to same period in 2023. The decrease was primarily attributable to the relative depreciation of the NOK against the USD during the period, which resulted in net translation loss upon translation of balance sheet items into USD.

Liquidity and Capital Resources

Funding Requirements and Going Concern

We have incurred operating losses since inception, including net losses of $4.7 million, $27.9 million, and $4.2 million, for the years ended 2021, 2022, and 2023, respectively. For the first six months ending June 30, 2024, the net loss is $5.4 million, an increase of 17% compared to the same period in 2023, of $4.6 million.

We are still in the early stages of development of our projects, and we expect to continue to incur significant expenses including capital expenditures required to develop our operating assets to reach FID, sales and marketing efforts, expansion of our project pipeline, and any delays or encounter issues with any of the above. We also expect to incur additional capital expenditures in the future as we continue to develop and construct our operating assets. We intend to fund such significant capital expenditures via project financing through a mix of debt and equity issuance at the project level, as is common industry practice for such infrastructure projects. Furthermore, we expect to incur additional expenses operating as a public company. Until such time as we can generate substantial revenue and cash flows after our projects commence operations, if ever, we expect to finance our cash needs through a combination of equity and debt financing (including with related parties) and other capital sources.

We do not have any projects in our pipeline currently generating revenue and have not recognized any revenue to date. We expect to become operational on our projects between 30 and 37 months after FID has been reached for the projects, and we anticipate our current projects to be operational at the earliest in 2027 for the Grangemouth Project and 2029 for the Kakinada Terminal Project. Once the projects are operational, we expect to begin generating revenues around that period.

The Company forecasts that it will continue to incur significant operating cash outflows to fund the Kakinada Terminal and Grangemouth Projects, as well support the Company’s growth, including but not limited to terminal operation expenses, operating insurance costs, land and port charges, general and administrative and other costs. We will also have long-term debt obligations under the Promissory Notes issued by the Company to vendors agreeing to defer payment for services provided and under certain of the other financing arrangements described therein, the up-front amount of $1.01 million. We will require additional financing to support the operations of the business. The forecast and financial conditions raise substantial doubt about the Company’s ability to continue to operate as a going concern. Crown LNG’s ability to operate as a going concern is principally dependent on the (1) ability of the Company to secure financing or enter into private placement agreements, subscription agreements, investment agreements, forward purchase agreements or any other forms of agreements with investors to secure additional financing to support the Company’s anchor projects to FID, (2) the ability of the Company to reach the designated FID dates for the projects, (3) the ability of the Company to comply with the listing requirements of the NASDAQ, and (4) that the significant decrease in the stock price which makes raising capital on favorable terms more challenging.

As a result of the above, there is material uncertainty related to the events or conditions that may cast substantial doubt of the Crown LNG’s ability to continue as a going concern, and therefore, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Management believes that it will be able to secure sufficient funding or enter into other financing arrangements in order to finance its projects to reach FID by the designated FID dates. For these reasons, the financial statements have been prepared on the basis that the Company is a going concern. Should sufficient funding not be secured from such sources or otherwise or should there be a delay in the timing of securing funds through these funding initiatives, this would have adverse implications for the Company and its shareholders. In these scenarios, the Company will need to seek other options, including delaying or reducing operating and capital expenditures, the possibility of an alternative transaction or fundraising, and in the event that none of these are available, voluntary bankruptcy, liquidation, administration, or dissolution.

Sources of Liquidity

To date, we have funded our operations primarily with the proceeds from shareholder loans, share based compensation agreements, issuance of debt, shares and warrants, and sales of shares in CIO Investments AS. As of December 31, 2023, we had cash and cash equivalents of $88,000, and as June 30, 2024, we had cash and cash equivalents of $75,739. In the future, we expect to finance our cash needs through a combination of equity and debt financings, including with related parties.

Shareholder Loans

On April 19, 2021, we issued an unsecured loan directed towards shareholders of NOK 8.6 million, which is equivalent to $975,000. The loan was fully subscribed and paid in on April 21, 2021. The loan was fully settled on September 9, 2021. The principal portion of the loan was settled against shares in a subsidiary entity.

On June 21, 2021, we issued an unsecured loan directed towards shareholders of NOK 4.205 million, which is equivalent to $477,000. The loan was fully subscribed and paid in on July 21, 2021. The loan was fully settled on September 9, 2022.

On December 21, 2021, we issued an unsecured loan directed towards shareholders of NOK 9.3 million, which is equivalent to $1.1 million. The loan was fully subscribed and paid in on January 11, 2022. The loan was fully settled on September 9, 2022.

On May 16, 2023, we entered into a short-term loan agreement with LNG-9 Pte Ltd for $200,000. The loan was drawn down on May 23, 2023. The agreement was amended on June 16, 2023, and increased by an additional $160 thousand. The loan remained outstanding as of June 30, 2024.

On September 27, 2023, Crown entered into short-term Loan Agreements with Black Kite AS, A A Holding AS, Service Invest AS and LNG-9 PTE LTD for the purpose of securing interim funding until the bridge loan was facilitated. The loans amounted to $62,675, with an interest rate of 2% per month. In addition, Crown paid a one-time 2% commitment fee payable together with the first payment of Interest. The loan was settled on October 30, 2023.

Promissory note

On October 27, 2023, Catcha and Crown entered into a promissory note whereby Catcha agreed to provide a loan in the principal amount of $750,000 to Crown to fund working capital until the closing of the business combination (the “Catcha Loan”). On October 30, 2023, the $750,000 loan was provided by Catcha to Crown. Crown repaid Catcha the $750,000. , the loan agreement regulates how the loan is settled at the discretion of the lender (i.e., Catcha): (1) 50% in shares and (2) 50% as a convertible note towards the outstanding common shares of stock.

The Catcha Loan is measured at fair value based on significant unobservable inputs and has a carrying amount of $954 thousand as of December 31, 2023. The loan remained outstanding as of June 30, 2024.

Issuance of Warrants

In April 2021, we issued a total of 9,390,200 warrants to our shareholders at a subscription price of NOK 0.25, or $0.03, with an exercise price of NOK 6.10, or $0.69, and a final maturity date of April 29, 2024. The purpose of the issuance was to incentivize existing shareholders to purchase shares of our common stock.

In February 2023, we agreed with holders of 8,512,070 warrants to convert such warrants into shares for a value of NOK 51.8 million, which is equivalent to $5.2 million. At December 31, 2023, the carrying amount of the warrants was $4.2 million and remain outstanding. As of June 30, 2024, there were no private warrants outstanding.

Reference is made to contingent consideration related to warrant exercise from the sub events in the Notes to the Financial Statements as of June 30, 2024.

Sale of Treasury Shares

In 2021, Crown sold treasury shares for proceeds of $1.4 million, for the purpose of securing continued funding of activities related to the Kakinada Project. The shares were sold to both new and existing shareholders, who were primarily based in Norway.

Sale of Shares

In the first quarter of 2023, we raised NOK 7.1 million, or $0.8 million, in cash against issuance of 1,475,569 shares. The issuance of shares became void due to statutory deadlines for registration of share issuance being exceeded. The capital increase was executed, and the shares were registered on January 30, 2024.

In July 2023, we raised NOK 5.3 million, or $0.5 million, by selling 2,525,902 shares in our subsidiary CIO Investments AS. CIO Investments AS is a special investment vehicle holding shares in Crown LNG India AS.

Buyback of shares

On September 13, 2024, Crown closed the transaction to acquire 52% of the shares in CIO Investment AS. CIO investment AS owns 8% of the Kakinada project. After the acquisition Crown owns 100% of the Kakinada project. The purchase price was $9.8 million, and it was settled by issuing 22.2 million new shares in Crown.

Share-Based Compensation Agreements

We have entered into service agreements with third party suppliers where the consideration is paid in-kind with shares of our common stock. The service agreements were entered into in January 2022 and will continue until either of the parties terminate the agreement. Fees for services are paid by issuing shares using a conversion rate of NOK 28 per share, or $3.18 per share. The arrangement is accounted for as equity-settled transactions, as the advisors do not have the option to settle in cash.

Liability-to-Equity Conversions

In April 2021, we entered into agreements with entities controlled by Mr. Swapan Kataria (“Mr. Kataria”) to convert liabilities totaling $15.5 million into 9,868,000 new shares. These liabilities due to Mr. Kataria are related to the costs incurred on our behalf for the approval, licensing and other costs associated with the Kakinada Project, as well as other costs incurred for other projects in our pipeline.

Further, in April 2021, we converted an additional $5.6 million of liabilities due to Crown’s senior management team, including Mr. Kataria, Mr. Jørn Husemoen and Mr. Gunnar Knutsen into 4,811,900 new shares, and we converted shareholders loans from external shareholders valued at $500,000 into 907,100 new shares.

In September 2022, we settled outstanding shareholder loans valued at NOK 14.3 million, or $1.6 million, by transferring shares without voting rights in our subsidiary, CIO Investments AS. CIO Investments AS is a special investment vehicle holding shares in Crown LNG India AS. In connection with the settlement, we have an obligation to pay an additional NOK 0.68 per share, or $0.08 per share, issued to the lenders under the CIO Loan. In addition, the settlement contains a put-option, pursuant to which each lender may require that Crown acquire the shares in CIO Investments at a strike of NOK 2.444, or $0.28, conditional on final investment decision relating to construction of Kakinada LNG project by June 30, 2024.

In February 2023, we converted a liability of $123,000, owed towards a service provider, to equity by issuing 147,483 new shares.

In July 19, 2023, Crown LNG Holding AS and Crown LNG India AS entered into an amendment agreement with Emerging Asia Capital Partners Company Limited (EACP), pursuant to which the retainer fees to be paid for financial advisory services is amended to increase from $20 thousand to $80 thousand per month paid in Crown common shares. Additionally, Crown issued a promissory note for the outstanding cash payments due under the original agreement and will issue a promissory note for every month going forward for the services provided under the agreement. The promissory notes are not subject to any interest as per the amended agreement, however, Crown has agreed to pay to EACP a Financing Success Fee equal to 3% on the Equity Financing raised if the source of introduction is from EACP, Crown LNG India AS, Crown LNG Holding AS, Mr. Kataria, LNG-9 PTE LTD or KGLNG and 1% on the Equity Financing raised if the source is from another party In November 2023, EACP converted its claim as of September 30, 2023 towards the Company into shares at the strike value of NOK 21. The share capital was increased by NOK 3,237.33 by issuance of 323,733 shares, each at a face value of NOK0.01. The total contribution is NOK 6,798,400 ($658 thousand), of which NOK 6,795,163 is share premium.

In November 2023, the Company completed a capital increase directed towards market representatives (third-party advisors), whereby the market representatives convert their respective claims towards the Company into shares at the strike value agreed in the respective agreements. The share capital was increased by NOK 16,416.91 by issuance of 1,641,691 shares, each at a face value of NOK 0.01. The consideration per share is NOK 28 (rounded), which entails a share premium per share of NOK 27.99. The total contribution is NOK 45,967,358, of which NOK 45,950,941 is share premium. Further, the agreements continue to run following the debt conversion.

Share capital increase

On October 24, 2023, the Board of Directors agreed to increase share capital of Crown by NOK 1,375,000 ($123 thousand) by the issuance of new shares, each with a face value of NOK 0.01. The aggregate nominal subscription amount in the share capital increase was NOK 2,887,500,000, or $260 million, of which NOK 1,375,000 is share capital and of which NOK 2,886,125,000 is share premium. The share capital increase was carried out by EAST upon subscription. EAST settled its obligation to pay the subscription amount of NOK 2,887,500,000 by set-off of the claim EAST had toward Crown LNG Holdings Promissory Note. Pursuant to the KGLNG Agreement and the KGLNG Conversation Agreement, the Crown Holdings AS Promissory Note shall be converted to shares in the Company. Both the issuance of the promissory note with a face value of NOK 2,887,500,000 as payment for obtaining the future payment right and the subsequent conversion to shares happened on the same date, October 24, 2023.

Subsequent Financing Arrangements

Shareholder Loan

On November 22, 2023, the Board resolved to offer each shareholder in the Company to participate in a shareholder loan, for the purpose of funding the Company’s operational short-term liquidity needs. The loan was made on February 5, 2024, and the subscribed amount totaled $1.4 million. The loan is not subject to any interest unless the Company defaults on its obligations to repay the loan, in which case interest shall accrue on the outstanding amount from the default date until the Company has satisfied its obligation at a rate of 40% of the nominal amount, such interest to be compounded on a monthly basis. The loans to the shareholders are settled and settlement agreements are sign with all, but two lenders, for the other lenders shares are to be issued. Amount not settled as of June 30, 2024, is $37,000.

On July 26, 2024, the Company entered into additional Convertible Promissory Notes for a total of $194 thousand and NOK 3,643,094, with interest accruing at a fixed rate of 10% per annum commencing on July 31, 2024. As of July 26, 2024, the shareholders are entitled to convert any portion of any amounts outstanding into Ordinary Shares of the Company.

On August 8, 2024, a shareholder loan valued at $1.2 million was settled by paying $600 thousand in cash and issuing 1.7 million new shares against the conversion of the remaining principal amount.

April 2024 Notes

On April 30, 2024, the Company entered into subscription agreements with certain investors with respect to convertible promissory notes that were issued upon closing of the business combination (the “April 2024 Notes”) with an aggregate original principal amount of $1.05 million for an aggregate purchase price of $1.0 million, reflecting a 5% original issue discount.

The April 2024 Notes bear interest at an annual rate of 10% and mature on the first anniversary of the issuance of the applicable note (the date of such issuance, the “Issuance Date”). Interest on the April 2024 Notes is payable in cash or in-kind through the issuance of additional April 2024 Notes, at the option of the Company.

The April 2024 Notes are convertible into the Company Ordinary Shares at the option of the holder. The number of the Company Ordinary Shares issuable upon conversion of the April 2024 Notes is determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”). “Conversion Amount” means the sum of (A) the portion of the principal of a note to be converted, redeemed or otherwise with respect to which this determination is being made, (B) accrued and unpaid interest with respect to such principal of the applicable note, and (C) any other unpaid amounts, if any. “Conversion Price” means $10.00 initially at the date of issuance of the April 2024 Notes. The Conversion Price will reset to 95% of the lowest closing volume weighted average price observed over the 5 trading days immediately preceding the 180th calendar day following the Issuance Date, subject to a minimum price of $2.50.

At the closing of the BCA on July 9, 2024, Crown accepted the private investment in public entity subscriptions from legacy shareholders valued at $260 thousand by issuing 26,393 shares ($10 per share).”

As of June 30, 2024, the abovementioned Notes are outstanding, and none have been converted.

PIPE

On May 6, 2024, the Company and Catcha entered into a subscription agreement (the “PIPE Subscription Agreement”) for a private placement (the “PIPE”) with a certain accredited investor (the “Purchaser”). Pursuant to the PIPE Subscription Agreement, upon closing of the business combination, the Purchaser a purchased an aggregate of 176,470 the Company Ordinary Shares, at a price per share of $8.50, representing aggregate gross proceeds of $1.5 million.

On May 14, 2024, the Company and Catcha entered into additional subscription agreements (together with the PIPE Subscription Agreement above, the “PIPE Subscription Agreements”) for a private placement with certain accredited investors who are existing shareholders of Crown (the “Existing Shareholder Purchasers”). Pursuant to the PIPE Subscription Agreement, upon closing of the business combination, the Existing Shareholder Purchasers purchased an aggregate of 26,393 the Company Ordinary Shares (together with the Company Ordinary Shares to be purchased by the Purchaser, the “PIPE Shares”), at a price per share of $10.00, representing aggregate gross proceeds of $263.9 thousand.

Securities Lending Agreement

On May 22, 2024, the Company entered into a securities lending agreement (the “Securities Lending Agreement”) with Millennia Capital Partners Limited (the “Lender”) pursuant to which the Lender agreed to loan the Company up to $4.0 million (the “Loan”) at fifty-five (55%) Loan to Value of the current market value of 730,000 shares of Crown pledged to the Lender (“Transferred Collateral”). “Loan to Value” means the ratio of the Loan to the value of the Transferred Collateral, calculated by dividing the amount borrowed by the fair market value of the Transferred Collateral. The Loan matures thirty-six (36) months after the Closing Date (as defined in the Securities Lending Agreement) and bears interest at an annual rate of 6.0% to be paid quarterly. Crown has drawn $430 thousands on this facility. The facility has been paused pending higher Market Capitalisation.

Securities Purchase Agreement

On June 4, 2024, the Company entered into a definitive securities purchase agreement (the “Securities Purchase Agreement”) with Helena Special Opportunities LLC (the “Investor”), an affiliate of Helena Partners Inc., a Cayman-Islands based advisor and investor, providing for up to approximately $20.7 million in funding through a private placement for the issuance of convertible notes (the “SPA Notes”). Capitalized terms used but not defined in the description below shall have the meanings ascribed thereto in the Securities Purchase Agreement.

Pursuant to the Securities Purchase Agreement, the Company will issue the SPA Notes and warrants (the “Warrants”) to the Investor across multiple tranches (the “Tranches”) consisting of an initial tranche (the “Initial Tranche”) of (i) an aggregate principal amount of $2.95 million and including an original issue discount (“OID”) of up to an aggregate of $442,500, plus Warrants to purchase a number of the Company Ordinary Shares equal to the applicable Warrant Share Amounts (defined as 50% of the principal amount of each issued Tranche, divided by $10). The second tranche (the “Second Tranche”) consists of an aggregate principal amount of SPA Notes of up to $2.95 million and including an OID of up to $442,500 and Warrants to purchase a number of the Company Ordinary Shares equal to the applicable Warrant Share Amounts with respect to such Tranche. The Securities Purchase Agreement contemplates up to five subsequent Tranches, each of which will be in an aggregate principal amount of SPA Notes of $2.95 million each and each including an OID of $442,500 and Warrants to purchase a number of the Company Ordinary Shares equal to the applicable Warrant Share Amounts with respect to such Tranches. The purchase price of an SPA Note and its accompanying Warrant will be computed by subtracting the portion of the OID represented by such SPA Note from the portion of the principal amount represented by such SPA Note (a “Purchase Price”).

The Closing of the purchase of each Tranche shall be subject to certain terms and conditions, including but not limited to:

(a)

Initial Tranche. Closing of the Initial Tranche occurred on closing of the business combination.

(b)

The Second Tranche. Closing of the Second Tranche shall not occur prior to the date that is the earlier of (i) the date that is 90 days following the Closing Date of the Initial Tranche and (ii) such date as the Notes and Warrants issuable in such Tranche may be resold pursuant to an effective registration statement pursuant to Rule 144 under the 1933 Act.

(c)

Third and Fourth Tranches.

Closing of each such Tranche shall be for only one Tranche of Notes having an initial aggregate Principal Amount equal to the greater of (i) $50,000 and (ii) the lesser of (x) two- and one-half times the median of the value of shares traded over each of the thirty (30) Trading Days preceding the Closing Day for such Tranche, and (y) $2.95 million, and

the Closing Date of such Tranche shall not occur prior to the date that is the earlier of (i) the date that is 90 days following the Closing Date of the previous Tranche and (ii) such date as the Company and the Investor shall mutually agree.

(d)

Fifth, Sixth and Seventh Tranches. Closing of any subsequent Tranche shall occur on such date as the Company and the Investor shall mutually agree, if at all; provided that the Closing of any subsequent Tranche shall be for only one Tranche of Notes having an initial aggregate Principal Amount equal to the greater of (i) $50,000 and (ii) the lesser of (x) two and one half times the median of the value of shares traded over each of the 30 Trading Days preceding the Closing Date for such Tranche, and (y) $2.95 million.

Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC. acted as placement agent to the Company for the facility described above.

Convertible Equity

The Company entered into Subscription Agreements for the placement of convertible equity with certain current shareholders and investors in the Company in the amount of $150 thousand to support the Company’s operational needs through the signing of the BCA. On June 12, 2024, the placement of convertible equity in Crown was converted to shares in the Company for the amount subscribed.

Share Capital Increases

On June 20, 2024, under the EACP Agreement, EACP converted its claim for the period from October 2023 through May 2024 towards the Company into shares at the strike value of NOK 21. The share capital was increased by NOK 3,196.73 by issuance of 319,673 shares, each at a face value of NOK 0.01. The total contribution is NOK 6,713,152 ($660 thousand), of which NOK 6,709,955 is share premium.

On June 20, 2024, the Company completed a capital increase directed towards market representatives (third-party advisors), whereby the market representatives convert their respective claims towards the Company into shares for the period October 2023 through May 2024. The share capital was increased by NOK 5,456.63 by issuance of 545,663 shares each at a face value of NOK 0.01. The consideration per share is NOK 28.00 (rounded) which entails a share premium per share of NOK 27.99. The total contribution is NOK 15,278,704 ($1.5 million) of which NOK 15,273,247 is share premium.

Non-Redemption Agreements

On June 20, 2024, Catcha entered into non-redemption agreements (the “Non-Redemption Agreements”) with one or more investors (each, a “Backstop Investor”), each acting on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by each such Backstop Investor or its affiliates. Pursuant to the Non-Redemption Agreements, the Backstop Investors agreed that, on or prior to closing of the business combination, the Backstop Investors will rescind or reverse their previous election to redeem an aggregate of up to approximately 800,000 Catcha ordinary shares (the “Backstop Shares”), which redemption requests were made in connection with Catcha’s extraordinary general meeting of shareholders held on June 12, 2024. Upon consummation of the business combination, Catcha paid or caused to be paid to each Backstop Investor a payment in respect of its respective Backstop Shares in cash released from Catcha’s trust account in an amount equal to the product of (x) the number of Backstop Shares and (y) $2.075, which is equal to (A) the price per share for a pro rata portion of the amount on deposit in the trust account, less (B) $9.50.

Vendor Promissory Notes for Fees Deferral

From June 18, 2024, to June 26, 2024, we issued five convertible promissory notes to the vendors agreeing to defer payment for services provided (the “Convertible Vendor Notes”). The aggregate principal amount for all the Convertible Vendor Notes is approximately $5.0 million, bearing interest at 12% per annum. The Convertible Vendor Notes provides that twenty to fifty percent of the principal amount is payable within 30 days after the Closing Date, depending on Vendor. The remaining unpaid principal amount for each Convertible Vendor Note shall be increased by 20%, and payable in equal installments each quarter ending date subsequent to the Closing Date, from between one year and up to five years, depending on Vendor. If we raise additional capital after Close, we will use best endeavors to pay any outstanding principal under the Convertible Vendor Notes.

All the Convertible Vendor Notes provides that upon occurrence of a default, at the option of the Vendor any amounts outstanding under the Convertible Vendor Note may be converted into the Company Ordinary Shares of at a conversion price equal to the VWAP Price: (i) on the date that is one hundred fifty (150) days following the Closing Date (the “Initial Election Date”), up to an amount equal to fifty percent (50%) of the then outstanding principal amount of this Note; and (ii) on each thirty (30) day anniversary following the Initial Election Date (each such anniversary together with the Initial Election Date, each, an “Election Date”) up to an additional ten percent (10%) of the then outstanding principal amount of the Convertible Vendor Note (collectively, the “Conversion Rights”); provided that (i) the foregoing calculation of the aggregate amount available to be converted into Shares pursuant to the Conversion Rights assumes that there has been no prior payment of the principal of the Convertible Vendor Note and (ii) any amounts that were otherwise available to be converted pursuant to the Conversion Rights on an Election Date that were not so converted shall remain available for conversion pursuant to the Conversion Rights on subsequent Election Dates until so converted. A default is constituted in the event of (i) failure by the Company to pay any portions of the principal amount within five (5) business days after the dates specified in the Convertible Vendor Notes or issue shares pursuant to the Vendor Notes, if so, elected by the Vendor; (ii) voluntary bankruptcy; and (iii) involuntary bankruptcy.

In addition, on July 9, 2024, we also issued promissory notes (the “Promissory Notes”) in an aggregate principal amount of $3.5 million to another service provider to Crown and Catcha, with such amounts representing deferrals of fees owed. Such Promissory Notes bear interest at a rate of 12% per annum, payable quarterly, subject to Crown’s option to defer 50% as paid-in-kind, with principal due thereunder payable at maturity on the 18-month anniversary of the issuance. There is no conversion feature provided for under such Promissory Notes.

CCM Amendment Agreement

On June 25, 2024, Cohen & Company Capital Markets division (“CCM”), Catcha and the Company entered into an Amendment (“CCM Amendment”) to the Engagement Letter, which was originally entered into between CCM and Catcha on May 18, 2023. Nothing was recorded by Catcha yet on its historical audited financials statements for the year ended December 31, 2023, under the original Engagement Letter. Pursuant to the CCM Amendment, the fees contemplated in the Engagement Letter were amended as follows:

•

$100,000 paid in full in U.S. dollars simultaneously with the closing of the business combination;

•

$100,000 paid in full in U.S. dollars simultaneously with the funding of the second tranche of funding pursuant to the Securities Purchase Agreement with Helena Special Opportunities LLC described above;

•

350,000 ordinary shares of the Company, which was satisfied by Sponsor on behalf of the Company within the aggregate of 1,900,000 of such transfers to Service Providers described above; and

•

Issuance by the Company to CCM at the closing of the business combination of a Promissory Note in the principal amount of $1,000,000, which shall be convertible at CCM’s election beginning six months following closing of the business combination. The conversion price shall equal the lessor of (x) the 5 VWAP trading days ending on the VWAP trading day immediately preceding the applicable conversion and (y) 95% of the previous trading day closing price of the Company Ordinary Shares. Upon the second anniversary of issuance, all remaining amounts due under the note shall convert into the Company Ordinary Shares.

Polar Convertible Promissory Notes

On July 8, 2024, the Company, Catcha, Sponsor and Polar Multi-Strategy Master Fund (“Polar”) entered into an Amendment (the “March Amendment”) to the March 2023 Subscription Agreement, which was originally entered into between Catcha, Sponsor and Polar, pursuant to which Polar provided $300,000 to Catcha (the “March Capital Contribution”) for working capital purposes.

Pursuant to this Amendment, the Company, Catcha and the Sponsor jointly and severally, agreed to promptly repay, as a return of capital, an amount equal to the March Capital Contribution funded by Polar to Catcha within five (5) business days of the closing of the business combination, by:

Issuance of a convertible promissory note by the Company in favor of Polar or its nominee, with consideration for such note equal to 50% of the March Capital Contribution; and

Payment in cash in U.S. Dollars equal to 50% of the March Capital Contribution.

On July 8, 2024, the Company, Catcha, Sponsor and Polar entered into an Amendment (the “October Amendment”) to the October 2023 Subscription Agreement, which was originally entered into between Catcha, Sponsor and Polar, pursuant to which Polar provided $750,000 to Catcha (the “October Capital Contribution”) for working capital purposes.

Pursuant to this Amendment, the Company, Catcha and the Sponsor jointly and severally, agreed to promptly repay, as a return of capital, an amount equal to the October Capital Contribution funded by Polar to Catcha within five (5) business days of the closing of the business combination, by:

Issuance of a convertible promissory note by the Company in favor of Polar or its nominee, with consideration for such note equal to 50% of the October Capital Contribution; and

Payment in cash in U.S. Dollars equal to 50% of the October Capital Contribution.

On July 8, 2024, the Company and Polar entered into a Securities Purchase Agreement, pursuant to which the Company shall issue Promissory Notes for an aggregate purchase price of up to $525,000, divided into two separate notes, with an aggregate principal amount of $583,334, reflecting original issue discount of 10%. The issuance of such Promissory Notes was in satisfaction of 50% of the payment due upon the closing of the business combination under the March Amendment and the October Amendment, as described above, with no additional amount paid by Polar.

Founder Share Transfers

On July 8, 2024, Sponsor transferred an aggregate of 6,511,627 Catcha Class A Ordinary Shares to third parties who provided financing in connection with the business combination, Transaction Expense Reduction as well as settlement of liabilities, including on behalf of Crown. This includes 1,500,000 Catcha Class A Ordinary Shares as commitment shares to the Investor in consideration for its entry into the Securities Purchase Agreement described above, 1,900,000 Catcha Class A Ordinary Shares to Service Providers to Catcha in partial consideration for the Transaction Expense Reduction, including fee deferrals, and 3,111,627 Catcha Class A Ordinary Shares to certain investors in consideration for providing financing to Crown and Catcha, including providing the Transferred Collateral securing the Securities Lending Agreement described above, and settlement of certain liabilities. The Catcha Class A Ordinary Shares were exchanged for the Company Ordinary Shares in the business combination, in a transaction registered under the Securities Act of 1933, as amended pursuant to the Company’s Registration Statement on Form F-4 declared effective by the Securities and Exchange Commission on February 14, 2024 (File No. 333-274832) and, accordingly, may be freely transferred without restrictions under the Securities Act by the recipients thereof. The agreements with certain of the Service Providers provide that, if the Service Provider sells the Service Provider Shares for proceeds equal to or greater than an agreed upon amount, then such Service Provider shall return any remaining Service Provider Shares to Sponsor.

Cash Flow Summary

For a detailed discussion of our financial performance, for Crown LNG Holding AS, and condition for the years ended December 31, 2022, and December 31, 2021, please refer to our Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Registration Statement on Form F-4 (File No. 333-274832), as amended (the “Registration Statement”), that was declared effective by the Securities and Exchange Commission on February 14, 2024

The following is a summary of our cash flows for the first six month ended June 30, 2024, and 2023, respectively, and the years ended December 31, 2023, and 2022 (in thousands of U.S. dollars),


	For the six months ended June 30						For years ended December 31
(in thousands of US dollar)	2024			2023			2023			2022
Net cash used in operating activities		(2,335	)		(994	)		(2,923	)		(611	)
Net cash used in investing activities		—			—			—			—
Net cash provided by/(used in) financing activities		2,375			992			2,976			(47	)
Net increase / (decrease) in cash and cash equivalents		40			(2	)		53			(658	)

Net Cash Used in Operating Activities

Crown LNG Holding AS net cash used in operating activities for the six months ended June 30, 2024, increased by $1.3 million compared to the first six months ending June 30, 2023.

For the first six -month ending June 30, 2024, compared to the same period ending June 30, 2023, the increase in cash used in operating activities is attributable to $0.5 million increase in Employee benefit expenses, an increase of $0.3 million in consultant fees, and $0.4 million in audit and audit related fees, which is mainly expenses related to the business combination with Catcha and preparation to become a listed entity, and $0.1 million increase related to extra cost for keeping the projects in good standing during the extended time it takes to arrange financing.

Net Cash Used in Investing Activities

No net cash was used in our investing activities for the year ended December 31, 2022, and 2023, as Crown did not engage in any activities resulting in cash flow from investing activities in the year ended December 31, 2022, and 2023, as all project related costs in the periods were fully expensed in the consolidated statement of comprehensive income.

New Cash Provided by/(Used in) Financing Activities

Net cash provided by/(used in) financing activities changed from $(47) thousand in the year ended December 31, 2022 to $3.0 million in the year ended December 31, 2023. During the year ended December 31, 2023, net cash provided by financing activities primarily consisted of $1.2 million proceeds from short-term loans, $704 thousand proceeds from issuance of shares (non-registered capital increase), $526 thousand proceeds from issuance of shareholder loan, and $499 thousand proceeds from transactions with non-controlling interest.

KGLNG Agreement

On August 3, 2023, EAST, Crown LNG India AS, Crown, and the Company entered into the KGLNG Agreement. Prior to the execution of the KGLNG Agreement, (a) EAST owned 99.81% of KGLNG’s share capital and (b) Mr. Swapan Kataria, Crown’s Chief Executive Officer, in turn owned 50% of EAST’s share capital. Subject to the relevant conditions and terms contained therein, the parties agreed to affect the following:

Amendment of Exclusivity Agreement. Crown LNG India Limited (formerly known as Asia First Holdings Limited) (“Crown India Limited”), a private company with limited liability incorporated in Hong Kong and a subsidiary of Crown LNG India AS, and EAST amended the exclusivity agreement entered into between them dated June 3, 2020 (as later amended) relating to the development of the Kakinada Project, in order to extend the long stop date for achieving the FID of the Kakinada Project from December 31, 2022 to December 31, 2025;

ii.

Grant of Future Payment Right. KGLNG Seller granted to KGLNG Buyer the right to receive from KGLNG Seller an amount equal to all future distributions made by KGLNG to its shareholders until the aggregate amount of such distributions equals to $3.266 billion (the “KGLNG Future Payment Right”). In exchange, KGLNG Buyer shall issue a promissory note to KGLNG Seller in the principal amount of $275 million (the “KGLNG FP Promissory Note”). The KGLNG FP Promissory Note shall be transferred by the KGLNG Seller to Crown against the issuance of 137,500,000 new shares of Crown to KGLNG Seller; and

iii.

Grant of Option. KGLNG Seller granted to KGLNG Buyer an option (the “KGLNG Option”) to purchase all shares of KGLNG held by KGLNG Seller at an exercise price of $60 million. The KGLNG Option is exercisable by KGLNG Buyer at its discretion, at any time from the completion of the business combination to August 3, 2024. Upon the exercise of the KGLNG Option, the exercise price will be settled by the KGLNG Buyer by (a) the issuance of a promissory note in favor of KGLNG Seller in the principal amount of $60 million (“KGLNG Purchase Promissory Note”) and (b) an assumption of KGLNG Seller’s liability under the KGLNG Future Payment Right. Immediately thereafter, KGLNG Seller shall transfer the KGLNG Purchase Promissory Note to the Company in consideration for the issuance of the Company Ordinary Shares for an aggregate amount of $60 million based on a per share price equal to 95% of the closing price of the Company Ordinary Shares on the business day prior to the option exercise. In addition, upon the option exercise, Crown India Limited, EAST and KGLNG will enter into a novation agreement, whereby EAST will transfer all its rights and obligations under the amended Exclusivity Agreement between Crown India Limited and EAST dated August 27, 2020, to KGLNG. The business combination is not conditioned upon exercise of the KGLNG Option.

On August 2, 2024, Crown LNG India AS delivered to East a Share Purchase Option Exercise Notice, pursuant to which Crown LNG India AS to exercising the Option under Clause 5.2 of the KGLNG Agreement. Additionally, Crown LNG India AS notified East LNG of its nomination of an Affiliate to be the official buyer pursuant to Clause 18.5 of the KGLNG Agreement. We note that this Option has not yet been exercised but that an Affiliate is obligated to exercise the Option under the KGLNG Agreement. When the option is exercised, KGLNG will become a group company in Crown LNG. Management control will be with Crown LNG. This means it will be consolidated into the group financial statement by year-end. Crown will take over responsibility for developing the KGLNG Business going forward. The exercise of the option will be during October 2024.

GBTRON Agreement

On August 3, 2023, GBTRON, Crown, and the Company entered into the GBTRON Agreement. Prior to the execution of the GBTRON Agreement, Mr. Swapan Kataria, Crown’s Chief Executive Officer, indirectly owned 90% of GBTRON’s share capital. Subject to the relevant conditions and terms contained therein, the parties agreed to effect the following:

Amendment of Exclusivity Agreement. GBTRON and Crown amended the Exclusivity Agreement entered into between them dated August 27, 2020, relating to the development of the Grangemouth Project, in order to, among other things, extend the long stop date of the FID for the Grangemouth Project to December 31, 2025;

ii.

Asset Transfer. GBTRON will set up NewCo and will transfer certain rights, obligations and assets (“NewCo Assets”) in connection with development of the Grangemouth Project to NewCo (“NewCo Assets Transfer”) upon exercise of the GBTRON Option (as defined below) by Crown; and

iii.

Grant of Option. GBTRON granted to Crown an option (the “GBTRON Option”) to require that GBTRON (a) transfers the NewCo Assets to NewCo and (b) sells all the issued shares of NewCo to Crown at a nominal exercise price of £1 in aggregate. The GBTRON Option is exercisable by Crown, at its discretion, at any time from the completion of the business combination to August 3, 2024. Upon the exercise of the GBTRON Option, GBTRON will execute the NewCo Assets Transfer and NewCo will issue a promissory note in favor of GBTRON in the principal amount of $25 million (“NewCo Purchase Promissory Note”) as consideration for the transfer of the NewCo Assets. GBTRON will transfer the shares in NewCo to Crown for a cash consideration of $1.00. Immediately thereafter, the GBTRON shall transfer the NewCo Purchase Promissory Note to the Company in consideration for the issuance of the Company Ordinary Shares for an aggregate amount of $25 million based on a per share price equal to 95% of the closing price of the Company Ordinary Shares on the business day prior to the option exercise. The business combination is not conditioned upon exercise of the GBTRON Option.

On August 2, 2024, Crown delivered to GBTRON a Share Purchase Option Exercise Notice, pursuant to which Crown to exercising the Option under Clause 5.2 of the GBTRON Agreement, contingent on the preparation of the NewCo Transfer Implementation Plan under Clause 3 of the GBTRON Agreement.

When the option is exercised, a new company will be established (the “NewCo”) which will become a subsidiary in Crown LNG. Management control will be with Crown. This means it will be consolidated into the group financial statement by year-end. Crown will be responsible for developing the business of NewCo, and the exercise of the option will occur during October 2024.

On September 17, 2024, Crown issued a promissory note to GBTRON Lands Limited valued at GBP 260 thousand transferred in cash to Crown. The Note carries an interest of 1% per month and a commitment fee of 5%. The Note matures on October 31, 2024.

Exclusivity Agreement between Crown and GBTRON

Crown and GBTRON entered into an Exclusivity Agreement dated August 27, 2020 relating to the Grangemouth Project. Under this agreement, Crown was granted the exclusive rights to develop, own, and operate the lease of the FSRU to GBTRON. Per the Exclusivity Agreement, as amended by an amendment agreement entered into on August 3, 2023, Crown is obligated to pay (a) $1.5 million by September 30, 2023, (b) $2.5 million by December 31, 2023, and (c) an annual exclusivity fee of $1.0 million starting on December 31, 2023, and until FID of the FSRU.

On October 30, 2023, Crown LNG Holding AS and GBTRON entered into a second amendment agreement to the Exclusivity Agreement. The following amendments apply (i) the Exclusivity Agreement is valid until the expiry of the Lease Agreement for the FSRU unless terminated, (ii) Crown will pay the first instalment of the initial Exclusivity fee of $1.5 million due at December 31, 2023, (iii) Crown will pay the final instalment of the initial Exclusivity fee of $2.5 million due at December 31, 2023, (iv) Crown will thereafter and in addition pay an annual Exclusivity fee of $1.0 million due first time at December 31, 2023: and annually thereafter and until FID of the FSRU, and (v) Crown can extend payments until February 28, 2024, subject to payment of the monthly extension fee of $160 thousand. As of June 30, 2024, the amount payable to GBTRON is $5.0 million.

Exclusivity Agreement between Crown India Limited and EAST

Crown India Limited and EAST entered into an Exclusivity Agreement dated June 3, 2020, for the development of the Kakinada deepwater port. Pursuant to this agreement, EAST granted Crown India Limited the exclusive right to develop, operate, own, and lease to EAST the re-gas terminal and sub-sea pipeline being developed under the Kakinada Project, and EAST was obligated to maintain its shareholding of 525,000 shares of the total 526,000 shares in KGLNG. EAST and KGLNG were also restricted from entering any alternative solutions for the development of or relation to the license and/or deepwater port, including all connected licenses and sub-licenses. As per the last amendment, the parties shall endeavor to ensure FID is achieved no later than December 31, 2025. This agreement was amended first on September 9, 2020, then on March 31, 2021, and finally in conjunction with the KGLNG Agreement on August 3, 2023.

Engagement of Services of GBTRON Limited by Crown, dated January 10, 2022

On January 10, 2022, GBTRON Limited was engaged by Crown to perform services as an advisor in assisting the company in reaching out to off takers in the United Kingdom and other countries and tying up the sale of LNG from the project. In consideration for the services, Crown agreed to pay the advisor a sign-on fee of GBP 60,000 and a monthly retainer fee of GBP 20,000 invoiced and payable in kind in shares of the company by conversion of the fees. Additionally, the engagement letter provided that such fees should be paid in kind, using a conversion rate of NOK 28 per share.

Off-Balance Sheet Arrangements

As of June 30, 2024, we have not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Critical Accounting Policies and Estimates

Our consolidated financial statements are comprised of the consolidated statements of comprehensive loss, financial position, cash flows, changes in equity and related notes.

The consolidated financial statements have been prepared on a historical cost basis, except for an option to purchase 15% of the outstanding shares in EAST, the future payment right, the option to acquire 99.81% of KGLNG, the option to acquire GBTRON, the Catcha Loan, contingent consideration related to warrants exercise, and provisions for cash-settled share-based payments which are measured at fair value as described below.

Share-Based Payments

We have engaged third-party suppliers and related parties to deliver marketing and advisory services on a “stand-ready” basis in connection with the Kakinada Terminal Project. In consideration for the services received, we have agreed to pay the suppliers a fixed sign-on fee comprising three months service in addition to a monthly retainer fee. The consideration for the services is paid in-kind with shares of our common stock. The transaction is accounted for as an equity settled arrangement and recorded in other operating expenses at fair value of the services received with a corresponding entry directly in equity.

We have also entered into a consultancy service agreement with LNG-9, a related party of Crown, in which the delivery of set milestones related to signing of target contracts will entitle the advisor to a fixed fee contingent on the company reaching FID, and with settlement in either shares or cash. The arrangement is accounted for as a cash-settled liability transaction, as we have an intent and economic compulsion to settle in cash. For further information about the fair value measurement of cash-settled liabilities, refer to “Fair Value Measurement” below.

Fair Value Measurement

Management has assessed that the fair values of cash and short-term deposits, trade and other receivables, trade payables and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments and the current risk-free interest rates.

Instruments associated with EAST and KGLNG

Fair Value approach has been updated as of June 30 to be 50% the mid-point of VC discount rate and probability-weighted FID and 50% market capitalization. The fair values of the call-option to purchase 15% ownership in EAST, option to acquire 99.81% of KGLNG and a future payment right are derived from the estimated value of KGLNG as the sole asset of EAST. To estimate the fair value of KGLNG, the income approach was used, which takes into consideration the enterprise value based on a discounted cash flow model. Since the three instruments are linked and all relate to the same underlying value, the assessment and measurement was performed as if they were one instrument.

To appropriately adjust for the risk, two approaches have been applied for which the mid-point of the two calculated values has been used to determine the fair value. The first approach utilizes a discount rate on the fair value of KGLNG using an early stage required return of 40%, assumed to represent the required rate of return for an investor, e.g., a VC fund, given the current state of the Company. The second approach utilizes an overall probability-weighted best estimate by applying a reduction of 45% to the post-money FID valuation, which is reflective of the risk of not reaching FID.

The valuation is subject to uncertainty because it is measured based on significant unobservable inputs and is therefore designated as a Level 3 fair value instrument. The unobservable inputs include, but are not limited to, the terminal fee, the regasification price, capacity factor, the discount rate (WACC), Venture Capital discount rate, and probability of reaching FID. If factors change and different assumptions are used, other finance (expense)/income could be materially different.

Up until October 24, 2023, the fair value of only the call option to acquire 15% of EAST was considered with any changes in the fair value being recognized in finance income (expense) on the consolidated statement of comprehensive income. Upon the acquisition of the future payment rights and the option to acquire 99.81% of KGLNG, the call option to acquire 15% of EAST still exists, however management assesses the fair value of these three instruments as they were one instrument (labeled “future payments rights” in the consolidated financial statements), due to the fact that they are related to the same underlying value to avoid double counting and arbitrary allocations.

Fair value of Contingent Consideration related to Warrant Exercise on January 9, 2023

The fair value is calculated using two methods, where the first approach utilizes an early-stage company discount rate and the second approach utilizes a probability weighted approach based on a probability of achieving an IPO discounted using a risk-free rate. The fair value is estimated as the mid-point value of the two calculated values. The valuation is based on significant unobservable inputs and is therefore classified as a level 3 fair value instrument. Significant assumptions applied in the computation of the fair value include the probability of IPO and the early-stage discount rate of 40%.

Fair Value of Convertible Shareholder Loans

In September 2022, the Company underwent a debt restructuring in which part of the shareholder loans were settled against shares in a subsidiary entity of the Company. As compensation, the lenders were also offered put options and cash consideration, contingent upon the Company achieving FID and IPO by June 30, 2024. The fair value of this new loan is based on a discounted cash flow approach and measured using significant unobservable inputs such as own non-performance risk, hence, accordingly designated as Level 3. The computation of the gain or loss also takes into account the fair value of the put option and cash consideration, and the fair value of the issued shares.

Fair Value of Cash-Settled Liabilities

Our cash-settled liabilities are measured initially at their fair value, with any changes in fair value recognized in profit or loss. Management has assessed that if the transaction allows for the choice of settlement, the intent is to settle in cash and settlement in cash is often the preferred method for the counterparty. Currently, the Company does not have sufficient liquidity to settle in cash, however, the fees are payable only when the Company achieves certain milestones, at which point, the Company is expected to have adequate funds to settle in cash. To calculate the fair value, management applies a probability-weighted approach when estimating the fair value of the liability, by taking into account the probability, and timing, of FID into the calculation.

Fair value of contingent consideration related to warrants exercise

In 2023, the Company offered to replace all outstanding warrants with new shares. In order to subscribe to the shares, the warrant holders agreed to pay an additional consideration of NOK 6.09 per share contingent on the Company completing an IPO. The additional consideration receivable from the shareholders is accounted for as a financial asset at fair value through profit or loss. The fair value is computed using two methods, where the first approach utilizes an early-stage company discount rate and the second approach uses a probability weighted approach based on a probability of achieving an IPO, discounted using a risk-free rate. The fair value is estimated as the mid-point value of the two calculated values. Refer to note 2.2 in Crown’s consolidated financial statements as of December 31, 2023.

Fair Value of Catcha Loan

Crown and Catcha entered into a promissory note whereby Catcha agreed to provide the Catcha Loan in the principal amount of $750 thousand to Crown to fund the working capital until the closing of the BCA. The Catcha Loan of $750,000 is repayable within 10 business days after the closing of the BCA. In the event that the BCA is terminated or does not close, the loan agreement regulates how the loan should be repaid which is at the discretion of the lender (i.e., Catcha): (1) $1.75 million in cash, or (2) $1.0 million in cash and a number of shares of Crown’s stock equal to 1.5% of the outstanding common shares of stock. Each repayment option was assessed with a probability assigned to each potential outcome to calculate the fair value of the Catcha Loan. As there was no change in the probabilities assigned to each option no changes in the fundraising and market conditions of Crown from October 27, 2023, to December 31, 2023, and June 30, 2024, the same discount rate was then applied to calculate the fair value based on the probability-weighted outcomes as of December 31, 2023, and June 30, 2024. The valuation is based on significant unobservable inputs and is therefore classified as a Level 3 fair value instrument.

Recently Issued and Adopted Accounting Pronouncements

Certain new accounting standards, amendments to accounting standards and interpretations have been published that are not mandatory for the December 31, 2023, and June 30, 2024, reporting periods. We intend to adopt relevant new and amended accounting standards and interpretations when they become effective. We have not early adopted any standards, interpretations or amendments that have been issued but not yet effective. The standards, amendments or interpretations that are expected to have a material impact on us are discussed below.

Amendments to IAS 1 and IFRS Practice Statement 2 – Disclosure of accounting policies

Crown has adopted Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgments which were effective January 1, 2023. The amendments to IAS 1 require companies to disclose their material accounting policy information rather than their significant accounting policies. The amendments to IFRS Practice Statement 2 provide guidance on how to apply the concept of materiality to accounting policy disclosures. The amendments have had an impact on Crown’s disclosures of accounting policies, but not on the measurement, recognition or presentation of any items in Crown’s financial statements.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to a variety of market risks, including currency risk, liquidity risk, credit risk, and interest rate risk, as set out below. We manage and monitor these exposures to ensure appropriate measures are implemented in a timely and effective manner. Except as disclosed below, we did not hedge or consider it necessary to hedge any of these risks.

Currency Risk

Foreign currency risk is the risk that the fair value of future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. Our exposure to the risk of changes in foreign exchange rates relates primarily to the company’s provisions, of which 100% is set to be paid in USD. Payment of these provisions are dependent on FID-funding related to the Kakinada Project. We are also exposed to currency risk related to a contingent cash consideration and put option (contingent on IPO and FID before June 30, 2024, respectively), which are features included in the modified shareholder loan agreement entered into in 2022. These are, however, not yet recognized in the consolidated statement of financial position, but they may have an effect on cash flows in the future.

The following table demonstrate the sensitivity to a reasonable possible change in USD exchange rates with all other variables held constant.

Foreign currency sensitivity

Date

Change in
FX rate

Effect on
Profit
before tax

Effect on equity

Increase / decrease in NOK/USD

June 30, 2024

+/-10

(770)/770

Increase / decrease in NOK/USD

June 30, 2023

+/-10

(1,026)/1,026

The sensitivity analysis is based on booked amounts of financial instruments and does not include the consideration of contingent cash consideration and put options.

Liquidity Risk

Liquidity risk is the risk that we will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. We, being a start-up company in a highly capital-intensive market, are significantly exposed to liquidity risk. To reduce our liquidity risk, management has been working on raising capital for us. This process has included debt conversions and direct capital contributions from the existing shareholders during 2021, 2022, and 2023. We plan to use the proceeds from the financing arrangements described under “—Liquidity and Capital Resources—Sources of Liquidity—Subsequent Financing Arrangements” above to fund ongoing anchor projects to FID. We estimate that the remaining capital needs to reach FID for our anchor projects to be approximately $40 million.

In relation to vendors necessary to deliver services to the projects, management is focusing on a strategy to limit price risks, and therefore most of our significant contracts utilize fixed price arrangements to ensure satisfactory liquidity budgeting of our resources.

Credit Risk

Credit risk is the risk that a counterparty will not meet our obligations under a financial instrument or contract leading to a financial loss. We believe our exposure to credit risk is limited, as our receivables mainly relate to VAT receivables towards the Norwegian tax authorities and cash in large financial institutions.

Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Our exposure to the risk of changes in market interest rates are limited, as we have cash in low interest bank accounts and do not have any external financing with floating interest rates.

Exhibit 99.3

Crown LNG Announces Filing of First Half 2024 Financial Statements on Form 6-K

LONDON, October 16, 2024 (GLOBE NEWSWIRE) – Crown LNG Holdings Limited (“Crown” or “Crown LNG”), a leading provider of LNG liquefaction and regasification terminal technologies for harsh weather locations, today announced that on October 16, 2024, Crown filed the unaudited financial statements of Crown LNG Holding AS, a wholly owned subsidiary of Crown, for the six-month period ended June 30, 2024 on Form 6-K with the U.S. Securities and Exchange Commission (“SEC”). The filing is available online through the SEC’s website.

Crown LNG continues to execute against its strategic priorities – moving its India and Scotland projects toward Final Investment Decision, pursuing revenue generating M&A, and exploring possibilities for liquefied natural gas export facility development. These priorities were laid out and discussed in Crown’s Corporate Update, which is available on the Crown LNG Investor page here.

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.

Crown LNG Contacts

Investors

Caldwell Bailey

ICR, Inc.

CrownLNGIR@icrinc.com

Media

Zach Gorin

ICR, Inc.

CrownLNGPR@icrinc.com

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