Registration
No. 333-
As filed
with the Securities and Exchange Commission May 29, 2026
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
F-6
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
For
American Depositary Shares Evidenced by American Depositary Receipts
KONGSBERG
MARITIME ASA
(Exact
name of issuer of deposited securities as specified in its charter)
Norway
(Jurisdiction
of Incorporation or organization of Issuer)
DEUTSCHE
BANK TRUST COMPANY AMERICAS
(Exact
name of depositary as specified in its charter)
1
Columbus Circle, New York, New York 10019
Tel.
No.: (212) 250-9100
(Address,
including zip code, and telephone number of depositary's principal offices)
DEUTSCHE
BANK TRUST COMPANY AMERICAS
1
Columbus Circle
New
York, New York 10019
(212)
250-9100
(Address,
including zip code, and telephone number of agent for service)
Copy
to:
DEUTSCHE
BANK TRUST COMPANY AMERICAS
1
Columbus Circle
New
York, New York 10019
It
is proposed that this filing become effective under Rule 466
¨ immediately
upon filing x on June 4, 2026, at
9 a.m. (Eastern time)
If
a separate registration statement has been filed to register the deposited shares, check the following box. ¨
CALCULATION
OF REGISTRATION FEE
Title
of Each Class of
Securities
to be Registered |
Amount
to be
Registered |
Proposed
Maximum
Offering
Price
Per Unit (1) |
Proposed
Maximum
Aggregate
Offering
Price
(2) |
Amount
of
Registration
Fee |
| American
Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing two (2) ordinary shares
of Kongsberg Maritime ASA |
10,000,000
American Depositary Shares |
$0.05 |
$500,000 |
$69.05 |
(1)Each
unit represents one American Depositary Share.
(2)Estimated
solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum
aggregate fees or charges to be imposed in connection with the issuance of such Receipts evidencing such American Depositary Shares.
PART
I
INFORMATION
REQUIRED IN PROSPECTUS
Item
1. DESCRIPTION OF SECURITIES TO BE REGISTERED
| Required
Information |
|
Location
in Form of Receipt Filed Herewith as Prospectus |
| |
|
|
|
|
| 1. |
Name
of depositary and address of its principal executive office |
|
Face of Receipt – introductory paragraph |
| |
|
|
|
|
| 2. |
Title
of Receipts and identity of deposited securities |
|
Face
of Receipt – top center |
| |
|
|
|
|
| Terms
of Deposit: |
|
|
| |
(i) |
The
amount of deposited securities represented by one American Depositary Share (“ADS”) |
|
Face
of Receipt – upper right corner |
| |
|
|
|
|
| |
(ii) |
The
procedure for voting the deposited securities |
|
Reverse
of Receipt – Articles 11 and 13 |
| |
|
|
|
|
| |
(iii) |
The
procedure for collecting and distributing dividends |
|
Reverse
of Receipt – Articles 12 and 18 |
| |
|
|
|
|
| |
(iv) |
The
procedures for transmitting notices, reports and proxy soliciting material |
|
Reverse
of Receipt – Articles 11 and 15 |
| |
|
|
|
|
| |
(v) |
The
sale or exercise of rights |
|
Reverse
of Receipt – Articles 12 and 13 |
| |
|
|
|
|
| |
(vi) |
The
deposit or sale of securities resulting from dividends, splits or plans of reorganization |
|
Reverse
of Receipt – Articles 12 and 15 |
| |
|
|
|
|
| |
(vii) |
Amendment,
extension or termination of the deposit arrangements |
|
Reverse
of Receipt – Articles 17 and 18 (no provision for extension) |
| |
|
|
|
|
| |
(viii) |
The
rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts |
|
Face
of Receipt – Article 3 |
| |
|
|
|
|
| |
(ix) |
Restrictions
upon the right to transfer or withdraw the underlying securities |
|
Face of Receipt – Article 1, 2, 4 and 6; Reverse of Receipt –
Articles 14, 15 and 18 |
| |
|
|
|
|
| |
(x) |
Limitation
on the depositary’s liability |
|
Face of Receipt – Article 1, 2, 4 and 7; Reverse of Receipt –
Articles 11, 12, 14, 15, 16, 18 and 21 |
| |
|
|
|
|
| 3. |
Fees
and charges that a holder of Receipts may have to pay, either directly or indirectly |
|
Reverse
of Receipt – Article 19 |
Item
2. AVAILABLE INFORMATION
| Required
Information |
|
Location
in Form of Receipt Filed Herewith as Prospectus |
| |
|
|
|
|
| (a) |
Statement
that as of the date of the establishment of the program for issuance of Receipts by the Depositary, the Depositary has a good faith
belief (after limited investigation), that the issuer of the Deposited Securities publishes information in English required to maintain
the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its internet website or through
an electronic information delivery system generally available to the public in its primary trading market. |
|
Face
of Receipt – Article 8 |
Prospectus
THIS
PAGE AND THE FORM OF AMERICAN DEPOSITARY RECEIPT ATTACHED HERETO AS EXHIBIT (A) CONSTITUTE THE PROSPECTUS RELATING TO SUCH AMERICAN DEPOSITARY
RECEIPTS, IN ACCORDANCE WITH GENERAL INSTRUCTION III.B OF FORM F-6 OF THE SECURITIES AND EXCHANGE COMMISSION
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
3. EXHIBITS
(a) Copy
of Agreement - The Agreement between Deutsche Bank Trust Company Americas, as depositary (the "Depositary"), and all holders
from time to time of American Depositary Receipts evidencing American Depositary Shares registered hereunder is contained in the form
of the American Depositary Receipt itself, constituting the Prospectus filed as a part of this Registration Statement.
(b) Any
other agreement, to which the Depositary is a party, relating to the issuance of the Depositary Shares registered hereby or custody of
the deposited securities represented thereby. - None.
(c) Any
material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at
any time within the last three years. - None.
(d) Opinion
of counsel to the Depositary as to the legality of the securities to be registered.
(e) Certification
under Rule 466.
Item
4. UNDERTAKINGS
(a) The
Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders
of the Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the
Depositary as the holder of the deposited securities; and (2) made generally available to the holders of the underlying securities by
the issuer.
(b) If
the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount
of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge
to anyone upon request. The Depositary undertakes to notify each registered holder of a Receipt thirty days before any change in the
fee schedule.
SIGNATURE
Pursuant
to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created
by the agreement for the issuance of American Depositary Shares, certifies that it has reasonable grounds to believe that all of the
requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, as of May 28, 2026.
| |
Legal
entity created by the agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares representing
the right to receive ordinary shares of Kongsberg Maritime ASA |
| |
|
| |
By: |
DEUTSCHE
BANK TRUST COMPANY AMERICAS, Depositary |
| |
|
| |
By: |
/s/
Michael Tompkins |
| |
|
Name: |
Michael
Tompkins |
| |
|
Title: |
Director |
| |
|
|
| |
By: |
/s/ Michael Curran |
| |
|
Name: |
Michael
Curran |
| |
|
Title: |
Vice
President |
Exhibit
Number |
|
| (a) |
Form
of ADR |
| (d) |
Opinion
of counsel to the Depositary as to the legality of the securities to be registered. |
| (e) |
Rule
466 Certification |
