NVGS Navigator Holdings Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

Amendment No. 1

OR

For the fiscal year ended December 31, 2019

OR

For the transition period from                      to                     

OR

Date of event requiring this shell company report                     

Commission file number: 001-36202

NAVIGATOR HOLDINGS LTD.

(Exact Name of Registrant as Specified in Its Charter)

Republic of the Marshall Islands

(Jurisdiction of Incorporation or Organization)

c/o NGT Services (UK) Ltd

10 Bressenden Place

London, SW1E 5DH, United Kingdom

Telephone: +44 20 7340 4850

(Address of Principal Executive Offices)

Niall Nolan

Chief Financial Officer

10 Bressenden Place

London, SW1E 5DH, United Kingdom

Telephone: +44 20 7340 4850 Facsimile: +44 20 7340 4858

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

55,826,644 Shares of Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ☐    No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” and emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17  ☐             Item 18   ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

EXPLANATORY NOTE

This Amendment No. 1 on Form 20-F/A (the “Amendment”) is being filed by Navigator Holdings Ltd. (the “Company”, “our”, “we”, “us”) to amend the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2019, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 11, 2020 (the “Original Filing”). The Company is filing this Amendment solely to state that the Original Filing was delayed in reliance on the SEC’s Order under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions From Reporting and Proxy Delivery Requirements For Public Companies (Release No. 34-88465 / March 25, 2020) (the “Order”), due to circumstances related to COVID-19, and to state the reasons why the Company could not file its Annual Report on Form 20-F for the fiscal year ended December 31, 2019 on a timely basis.

As previously disclosed on a Form 6-K filed by the Company on April 30, 2020, beginning with the fiscal year ended December 31, 2019, the Company’s independent public accounting firm is Ernst & Young LLP, whereas prior to that, the Company’s independent public accounting firm was KPMG LLP. Since it was the first year of the new independent public accounting firm auditing the Company, this resulted in a relatively more lengthy audit process, which, in turn, resulted in less time being available for the Company to address unexpected events, such as events and circumstancing arising from the COVID-19 pandemic. Further, due to the outbreak and spread of COVID-19, the Company’s management decided on March 18, 2020 to temporarily close all its representative offices and for all employees to work remotely from home for the foreseeable future, in accordance with authoritative advice, including from the government of the United Kingdom. Access restrictions, as well as the need for additional time to assess the current and potential future economic impact of COVID-19 on the Company’s business resulted in delays by the Company in the preparation of its financial statements, necessary for the completion of the audit procedures. In turn the Company was unable to complete its financial statements and prepare the Original Filing in time to be filed by the original due date of April 30, 2020.

Our considerations in assessing going concern include the negative impacts associated with our inability to undertake crew changes; potential delays in the loading and discharging operations of our vessels, vessel inspections and related certifications by class societies, oil majors or government agencies, drydocking of our vessels and construction delays at our terminal joint venture, due to worker health or quarantining or delays by key suppliers of goods or services; reduced cash flow and financial condition, including potential noncompliance with covenants in our bank and bond facilities; and potential deterioration in the financial condition of our customers or business partners, restricting their ability to fulfil their commitments to us or leading to them seeking to re-negotiate their commitments with us. The delays were further compounded by the closing of our offices and the logistical issues arising from our team working remotely due to the pandemic.

Except as described above, the Amendment does not amend any information set forth in the Original Filing or reflect any events that occurred subsequent to the filing of the Original Filing on May 11, 2020. Accordingly, the Amendment should be read in conjunction with the Original Filing and with the Company’s filings with the SEC subsequent to the Original Filing.