As filed with the Securities and Exchange Commission on September 23, 2021

Registration No. 333-259526

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

Form F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Navios Maritime Partners L.P.

(Exact name of registrant as specified in its charter)

With copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all conditions to the merger contemplated by the Agreement and Plan of Merger, dated as of August 25, 2021, described in the enclosed proxy statement/prospectus, have been satisfied or waived and the merger has been completed as described in the enclosed proxy statement/prospectus.

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

☐  Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐  Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  ☐

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 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document shall not constitute an offer to sell nor the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION — DATED SEPTEMBER 23, 2021

Dear Shareholders of Navios Maritime Acquisition Corporation:

We are pleased to inform you that on August 25, 2021, Navios Maritime Acquisition Corporation, which we refer to as “Navios Acquisition” or “NNA,” entered into a merger agreement with Navios Maritime Partners L.P., which we refer to as “Navios Partners” or “NMM,” and Navios Partners’ direct, wholly-owned subsidiary Navios Acquisition Merger Sub. Inc., which we refer to as “Merger Sub.” Pursuant to the merger agreement, Merger Sub will be merged with and into Navios Acquisition, with Navios Acquisition becoming a wholly-owned subsidiary of Navios Partners. The accompanying Notice of Special Meeting and this proxy statement/prospectus describe the merger in greater detail and provide specific information about the Special Meeting referenced below. Please read these materials carefully.

In the merger, each share of Navios Acquisition common stock, par value $0.0001 per share, which we refer to as the “Navios Acquisition Common Shares,” that is outstanding immediately before the merger (other than shares held by Navios Acquisition, Navios Partners and their respective subsidiaries) will be automatically converted into the right to receive 0.1275 of a common unit of Navios Partners, which we refer to as the “Merger Consideration.”

The market value of the Merger Consideration will fluctuate with the market price of Navios Partners’ common units. You should obtain current price quotations for the Navios Partners common units, which are listed on the New York Stock Exchange under the ticker symbol “NMM.” On August 26, 2021, the trading day immediately preceding the public announcement of the merger agreement, the closing price of Navios Partners’ common units on the NYSE was $25.67 and the Merger Consideration represented a value per Navios Acquisition Common Share of approximately $3.27, representing a premium to Navios Acquisition shareholders of 55.7% based on the August 26, 2021 closing price of the Navios Acquisition Common Shares and 13.1% based on the 60-day volume weighted average price of the Navios Acquisition common shares for the period ending August 26, 2021. Based on the closing price of Navios Partners common units on the NYSE of $30.96 on September 10, 2021, the latest practicable date before the date of this proxy statement/prospectus, the Merger Consideration represented a value per Navios Acquisition Common Share of approximately $3.95.

You are cordially invited to attend a special meeting of the shareholders of Navios Maritime Acquisition Corporation, which we refer to as the “Special Meeting,” to be held at the offices of Navios Maritime Acquisition Corporation, located at Strathvale House, 90 N Church Street, Grand Cayman, KY1-1104 Cayman Islands, on [●], 2021 at [●] a.m., local time, to vote on the approval of the Merger Agreement.

The Board of Directors of Navios Acquisition delegated to a special committee of the Navios Acquisition Board, comprised solely of independent directors of Navios Acquisition, referred to as the “Navios Acquisition Special Committee,” the authority to review, evaluate, negotiate, reject and/or recommend to the Board of Directors of Navios Acquisition the proposed merger, the merger agreement and the related transactions and documents. In addition, the Navios Acquisition Special Committee was granted the authority to select and retain independent legal and financial advisors to assist the Navios Acquisition Special Committee in carrying out its responsibilities.

Each of the Navios Acquisition Special Committee and the Board of Directors of Navios Acquisition unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are in the best interests of Navios Acquisition and the holders of Navios Acquisition Public Common Shares (as such term is defined in the proxy statement/prospectus), approved the merger agreement and the transactions contemplated thereby; and determined to recommend that the holders of Navios Acquisition Common Shares approve the merger agreement and the merger upon the terms and conditions set forth in the merger agreement.

The Navios Acquisition Special Committee and the Board of Directors of Navios Acquisition recommend that the holders of Navios Acquisition Common Shares vote “FOR” the approval of the merger agreement. Under applicable law, the merger requires approval of Navios Acquisition shareholders holding at least a majority of the outstanding Navios Acquisition Common Shares. Under the terms of the merger agreement, Navios Partners, which owns approximately 62.4% of the outstanding Navios Acquisition Common Shares, has agreed to vote all of its Navios Acquisition Common Shares in favor of the merger and the merger agreement at the Special Meeting. The affirmative vote of Navios Partners alone will be sufficient to approve the merger and the merger agreement.

The notice of the Special Meeting and the proxy statement/prospectus that accompany this letter provide you with detailed information about the Special Meeting, the merger agreement, the merger, the other transactions contemplated by the merger agreement and other related matters. Navios Partners and Navios Acquisition both encourage you to read the entire document carefully. In particular, please read the section entitled “Risk Factors,” on page 12 of this proxy statement/prospectus, for a discussion of risks relevant to the merger and the combined company.

Whether or not you plan to attend the Special Meeting, please read the enclosed proxy statement/prospectus and complete, sign, date, and return the enclosed proxy card as soon as possible to ensure your representation at the Special Meeting. We have provided a postage-paid envelope for your convenience. If you plan to attend the Special Meeting and prefer to vote in person, you may still do so even if you have already returned your proxy card.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE NAVIOS PARTNERS COMMON UNITS TO BE ISSUED IN THE MERGER OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this proxy statement/prospectus is [●], 2021 and is first being mailed to holders of Navios Acquisition Common Shares on or about [●], 2021.

ADDITIONAL INFORMATION

Navios Partners and Navios Acquisition file annual reports with and furnish other information to the U.S. Securities and Exchange Commission (the “SEC”). This proxy statement/prospectus incorporates by reference important business and financial information about Navios Partners and Navios Acquisition and their respective subsidiaries from documents that are not included in or delivered with this proxy statement/prospectus. You can obtain copies of the documents incorporated by reference into this proxy statement/prospectus, without charge, from the SEC’s website at http://www.sec.gov. You can also find information about Navios Partners and Navios Acquisition by visiting Navios Partners’ website at https://www.navios-mlp.com and Navios Acquisition’s website at https://www.navios-acquisition.com. Information contained on these websites does not constitute part of this proxy statement/prospectus.

You may also request copies of these documents, without charge, by writing or telephoning the appropriate company as follows:

Vasiliki (Villy) Papaefthymiou

Secretary

Navios Maritime Partners L.P.

Navios Maritime Acquisition Corporation

7 Avenue de Grande Bretagne, Office 11B2

Monte Carlo MC 98000 Monaco

(011) + (377) 9798-2140

In addition, if you have questions about the merger or the Special Meeting, need additional copies of this proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, you may contact Navios Acquisition as follows:

Vasiliki (Villy) Papaefthymiou

Secretary

Navios Maritime Acquisition Corporation

Strathvale House, 90 N Church Street

Grand Cayman

KY1-1104 Cayman Islands

+1 345 232 3066

You will not be charged for any of the documents that you request. If you would like to request documents, please do so by [●], 2021 (which is five (5) business days before the date of the Special Meeting) in order to receive them before the Special Meeting.

For additional information about documents incorporated by reference into this proxy statement/prospectus, please see the section entitled “Where You Can Find More Information” beginning on page [●] of this proxy statement/prospectus.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

References in this proxy statement/prospectus to “Excluded Shares” refer to (i) Navios Acquisition Common Shares held immediately prior to the effective time of the Merger by Navios Acquisition, Navios Partners and their respective subsidiaries (including the shares issued pursuant to the NMM Equity Issuance) and (ii) NNA Restricted Shares.

References to the “Merger Agreement” refer to the Agreement and Plan of Merger, dated August 25, 2021, by and among Navios Partners Navios Acquisition Merger Sub. Inc., a Republic of the Marshall Islands corporation and a wholly owned subsidiary of Navios Partners (“Merger Sub”), and Navios Acquisition, as it may be amended, pursuant to which Merger Sub will be merged with and into Navios Acquisition (the “Merger”), with Navios Acquisition surviving the Merger as a wholly-owned subsidiary of Navios Partners and each Navios Acquisition Common Shares that is outstanding immediately before the Merger (other than shares held by Navios Acquisition, Navios Partners and their respective subsidiaries) will be automatically converted into the right to receive 0.1275 of a Navios Partners Common Unit.

References to “Navios Acquisition” or “NNA” refer to Navios Maritime Acquisition Corporation and/or one or more of its subsidiaries, as the context requires.

References to “Navios Acquisition Common Shares” refer to common stock, par value $0.0001 per share, of Navios Acquisition.

References to “Navios Acquisition Public Common Shares” refer to outstanding Navios Acquisition Common Shares, other than Navios Acquisition Common Shares held by Navios Partners, Navios Acquisition and Navios Shipmanagement Holdings Corporation (“NSM”) or any of their affiliates.

References to “Navios Partners” or “NMM” refer to Navios Maritime Partners L.P. and/or one or more of its subsidiaries (other than Navios Acquisition and its subsidiaries), as the context requires.

References to “Navios Partners Common Units” refer to common units of Navios Partners. The holders of the Navios Partners Common Units are entitled to elect a majority of the Board of Directors of Navios Partners.

References to the “Navios Partners Subscription Consideration” refer to the aggregate subscription amount of $150.0 million in the NMM Equity Issuance.

References to the “NMM Equity Issuance” refer to the issuance and sale by Navios Acquisition as of August 25, 2021 of 44,117,647 newly issued Navios Acquisition Common Shares to Navios Partners at a price of $3.40 per share in cash or $150.0 million in accordance with the terms of the Merger Agreement as of 2021.

References to the “NMM Loan Agreement” refer to the Loan Agreement, dated as of August 24, 2021, between Navios Acquisition and Navios Partners under which Navios Partners made available to Navios Acquisition a working capital facility of up to $45.0 million.

References to “NNA Debt Financing” refer to the entry by Navios Acquisition and certain of its subsidiaries into financing arrangements with certain lenders pursuant to which Navios Acquisition and its subsidiaries borrowed from such lenders up to $291.4 million in the aggregate.

References to “NNA Restricted Shares” refer to Navios Acquisition Common Shares that are subject to vesting or other forfeiture conditions immediately prior to the effective time of the Merger.

References to the “NSM Equity Issuance” refer to the issuance of 8,823,529 newly issued Navios Acquisition Common Shares to NSM, as of August 25, 2021, in exchange the cancellation of $30.0 million ($3.40 per share) of the approximately $98.1 million outstanding balance of a loan from NSM to Navios Acquisition (the “NSM Loan”) in accordance with an amendment to the NSM Loan entered into as of August 25, 2021 by NSM and NNA (the “NSM Loan Amendment”) pursuant to which, among other things, NSM released all of the collateral

securing the NSM Loan (to allow the Ship Mortgage Notes released collateral to be included in the collateral securing Navios Acquisition’s newly arranged secured term loan financings) and surrendered its option to exchange all or a portion of the NSM Loan for equity of Navios Acquisition’s material subsidiary, Navios Maritime Midstream Partners L.P.

References to the “NSM Subscription Consideration” refer to the amount of the NSM Loan that is cancelled in connection with the NSM Equity Issuance of $30.0 million.

References to the “Ship Mortgage Notes” refer to all of Navios Acquisition’s outstanding 8.125% First Priority Ship Mortgage Notes due November 15, 2021, which NNA called for redemption on August 26, 2021 and in respect of which NNA remitted to the indenture trustee the aggregate redemption price payable to the holders of the Ship Mortgage Notes to satisfy and discharge Navios Acquisition’s obligations under the indenture relating to the Ship Mortgage Notes using net proceeds from (i) the NMM Equity Issuance described below, and (ii) the NNA Debt Financing.

References to the “Transaction” refer collectively to the Merger, the NMM Equity Issuance, the NNA Debt Financing, the redemption of the Ship Mortgage Notes and the satisfaction and discharge of Navios Acquisition’s obligations under the indenture relating to the Ship Mortgage Notes, the transactions contemplated by the NSM Loan Amendment and the NMM Loan Agreement.

Unless otherwise indicated, all references to “dollars,” “US dollars” and “$” in this proxy statement/prospectus are to United States dollars. This proxy statement/prospectus uses the term deadweight tons, or dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms, in describing the size of tankers.

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 (File No. 333-259526) filed with the SEC by Navios Partners, constitutes a prospectus of Navios Partners under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the Navios Partners Common Units to be issued to holders of Navios Acquisition Common Shares pursuant to the Merger.

This proxy statement/prospectus also constitutes a notice of meeting and a proxy statement of Navios Acquisition with respect to the Special Meeting of holders of Navios Acquisition Common Shares (the “Special Meeting”) at which holders of Navios Acquisition Common Shares will be asked to consider and vote on a proposal to approve the Merger Agreement and the transactions contemplated thereby, including the Merger. Please see the section entitled “Questions and Answers About the Merger and the Special Meeting.”

You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated [●], 2021. The information contained in this proxy statement/prospectus is accurate only as of that date, or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this proxy statement/prospectus to holders of Navios Acquisition Common Shares nor the issuance by Navios Partners of Navios Partners Common Units pursuant to the Merger will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which it is unlawful to make any such offer or solicitation.

The information concerning Navios Partners contained in, or incorporated by reference into, this proxy statement/prospectus has been provided by Navios Partners, and information concerning Navios Acquisition contained in, or incorporated by reference into, this proxy statement/prospectus has been provided by Navios Acquisition.

NOTICE OF SPECIAL MEETING

TO BE HELD ON [●], 2021

To the Shareholders of Navios Maritime Acquisition Corporation:

You are invited to attend a special meeting of the shareholders (the “Special Meeting”) of Navios Maritime Acquisition Corporation (“Navios Acquisition” or “NNA”) to be held at the offices of Navios Maritime Acquisition Corporation, located at Strathvale House, 90 N Church Street, Grand Cayman, KY1-1104 Cayman Islands, on [●], 2021, at [●] a.m., to consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of August 25, 2021 (as may be amended from time to time, the “Merger Agreement”), including the transactions contemplated therein, entered into with Navios Maritime Partners L.P. (“Navios Partners” or “NMM”) and Navios Acquisition Merger Sub. Inc., a wholly-owned subsidiary of Navios Partners (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into Navios Acquisition, and, following the Merger, Navios Acquisition will be a wholly-owned subsidiary of Navios Partners.

As described in the accompanying proxy statement/prospectus, a Special Committee of the Navios Acquisition Board of Directors and the Navios Acquisition Board of Directors unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby are in the best interests of Navios Acquisition and the holders of Navios Acquisition Public Common Shares; (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger; and (iii) determined to recommend that the holders of Navios Acquisition Common Shares approve the Merger Agreement and the Merger upon the terms and conditions set forth in the Merger Agreement. The Special Committee of the Navios Acquisition Board of Directors and the Navios Acquisition Board of Directors recommend that you vote “FOR” the approval of the Merger Agreement.

The proxy statement/prospectus that accompanies this notice provides extensive information about the Special Meeting, the Merger Agreement, the Merger, related transactions and other matters. You are urged to read the accompanying proxy statement/prospectus, including any documents incorporated by reference into the accompanying proxy statement/prospectus, and its annexes carefully and in their entirety. A copy of the Merger Agreement is included in the proxy statement/prospectus as Annex A.

Whether or not you plan to attend the Special Meeting, please read the enclosed proxy statement/prospectus and complete, sign, date, and return the enclosed proxy card as soon as possible to ensure your representation at the Special Meeting. We have provided a postage-paid envelope for your convenience. If you plan to attend the Special Meeting and prefer to vote in person, you may still do so even if you have already returned your proxy card. Your vote is very important, regardless of the number of Navios Acquisition Common Shares you own. Accordingly, please submit your proxy whether or not you plan to attend the Special Meeting in person. Proxies must be received by 11:59 p.m., local time, on [●], 2021.

Only holders of record of Navios Acquisition Common Shares at the close of business on [●], 2021, the record date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof. Under the terms of the Merger Agreement, Navios Partners has agreed to vote all of its Navios Acquisition Common Shares in favor of the Merger and the Merger Agreement at the Special Meeting. The affirmative vote of Navios Partners alone will be sufficient to approve the Merger and the Merger Agreement.

Please note, however, that if your Navios Acquisition Common Shares are held of record by a bank, broker or other nominee and you wish to vote at the Special Meeting, you must obtain a legal proxy in your name from your bank, broker or other nominee and present it to the inspector of election with your ballot when you vote at

the Special Meeting. Please also bring to the Special Meeting your account statement or letter from your bank, broker or other nominee evidencing your beneficial ownership of Navios Acquisition Common Shares as of the record date and valid government-issued photo identification.

If you have questions about the Merger or the Special Meeting, need additional copies of this proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, you may contact Navios Maritime Acquisition Corporation by writing to Vasiliki (Villy) Papaefthymiou, Secretary, Navios Maritime Acquisition Corporation, Strathvale House, 90 N Church Street, Grand Cayman, KY1-1104 Cayman Islands, or by telephone at +1 345 232 3066.

By Order of the Board of Directors,

Vasiliki Papaefthymiou

Secretary

TABLE OF CONTENTS

ANNEXES

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

i

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following section provides brief answers to certain questions that you may have regarding the Merger and the matters being considered at the Special Meeting. Please note that this section does not address all issues that may be important to you as a holder of Navios Acquisition Common Shares with respect to the Merger and Special Meeting. Accordingly, you should carefully read this entire proxy statement/prospectus, including each of the annexes, and the documents that have been incorporated by reference into this proxy statement/prospectus. For more information, see the section entitled “Where You Can Find More Information” beginning on page [●] of this proxy statement/prospectus.

Navios Acquisition is holding a Special Meeting to obtain the approval of the holders of Navios Acquisition Common Shares necessary to adopt the Merger Agreement.

This proxy statement/prospectus constitutes both a proxy statement of Navios Acquisition and a prospectus of Navios Partners. It is a proxy statement because the Navios Acquisition Board is soliciting proxies from its shareholders. It is a prospectus because Navios Partners will issue Navios Partners Common Units to holders of Navios Acquisition Common Shares (other than Excluded Shares) as consideration for the exchange of outstanding Navios Acquisition Common Shares in the Merger.

In connection with the execution of the Merger Agreement, Navios Acquisition also completed several other transactions, including the NMM Loan Agreement, the NMM Equity Issuance, the NNA Debt Financing, the redemption of all of its Ship Mortgage Notes, the NSM Equity Issuance and the other transactions contemplated by the NSM Loan Amendment. Other than the Merger, you are not being asked to approve any of these transactions. For more information on these transactions, see “The Merger—Transactions Related to the Merger.”

1

Any Navios Acquisition Common Shares that are owned immediately prior to the effective time of the Merger by Navios Acquisition, Navios Partners or any of their respective subsidiaries (including shares issued pursuant to the NMM Equity Issuance) will be cancelled, and no Merger Consideration or other consideration will be delivered for those cancelled shares. The Navios Acquisition Common Shares issued to NSM pursuant to the NSM Equity Issuance will be exchanged in the Merger for Navios Partners Common Units on the same terms applicable to the other Navios Acquisition shareholders.

Navios Partners will not issue any fractional Navios Partners Common Units to holders of Navios Acquisition Common Shares in the Merger. Instead, each holder of Navios Acquisition Common Shares otherwise entitled to a fraction of a Navios Partners Common Unit of 0.5 or above will be entitled to receive a full Navios Partners Common Unit. Any holder of Navios Acquisition Common Shares otherwise entitled to a fraction of a Navios Partners Common Unit of less than 0.5 will receive no consideration for such fractional share, which will be forfeited. See the section entitled “The Merger Agreement—Exchange of Units; Fractional Shares—Fractional Units.”

Following the completion of the Merger, it is anticipated that the former holders of Navios Acquisition Public Common Shares will own, by virtue of the exchange of their Navios Acquisition Common Shares for Navios Partners Common Units, approximately 11.4% of the total Navios Partners Common Units.

The aggregate number of Navios Partners Common Units to be issued as Merger Consideration will not be adjusted to reflect changes in the price of Navios Acquisition Common Shares or Navios Partners Common Units prior to the completion of the Merger.

2

The Navios Acquisition Common Shares beneficially owned by Navios Partners were issued to it as of August 25, 2021 by Navios Acquisition in the NMM Equity Issuance pursuant to the Merger Agreement at a price of $3.40 per share in cash, or $150.0 million, in the aggregate. Net proceeds from the NMM Equity Issuance and NNA Debt Financing were used to satisfy and discharge Navios Acquisition’s obligations under the indenture relating to the Ship Mortgage Notes due November 15, 2021. The Navios Acquisition Common Shares owned by Navios Partners will be cancelled in the Merger for no consideration.

The 4,865,147 Navios Acquisition Common Shares beneficially owned by Navios Holdings (through one of its wholly owned subsidiaries) will convert into Navios Partners Common Units in the Merger on the same terms as is applicable to the other shareholders of Navios Acquisition.

The 8,823,529 Navios Acquisition Common Shares that Ms. Frangou beneficially owns through NSM were issued to NSM by Navios Acquisition in the NSM Equity Issuance as of August 25, 2021 in exchange for the cancellation of $30.0 million ($3.40 per share) of the approximately $98.1 million of the then outstanding balance of the NSM Loan in accordance with the NSM Loan Amendment. Also, under the NSM Loan Amendment, NSM released all of the collateral securing the NSM Loan (to allow the Ship Mortgage Notes released collateral to be included in the collateral securing Navios Acquisition’s newly arranged secured term loan financings) and surrendered its option to exchange all or a portion of the NSM Loan for equity of Navios Acquisition’s material subsidiary, Navios Maritime Midstream Partners L.P., and NNA repaid on August 25, 2021, $35.0 million of the outstanding balance of the NSM Loan in cash and agreed to repay the remainder of the outstanding portion of the NSM Loan, of approximately $33.1 million, in cash on January 7, 2022.

The 9,284,633 Navios Acquisition Common Shares beneficially owned by Ms. Frangou (including the 8,823,529 Navios Acquisition Common Shares held by NSM, but excluding the 100,000 Navios Acquisition Common Shares subject to an option) will convert into Navios Partners Common Units in the Merger on the same terms as is applicable to the other shareholders of Navios Acquisition. The option held by Ms. Frangou

3

to purchase 100,000 Navios Acquisition Common Shares at an exercise price of $58.65 per share will as a result of the Merger become an exercise to purchase 12,750 Navios Partners Common Units at a price of $460 per unit.

Navios Acquisition is a party to a management agreement and an administrative services agreement with Navios Tankers Management Inc. (the “NNA Manager”), a company all of the equity of which is indirectly owned by Ms. Frangou. Pursuant to those agreements NNA Manager provides commercial and technical ship management services and administrative management services to Navios Acquisition in exchange for fees. As a result of the Merger, these agreements will be indirectly assumed by Navios Partners by reason of Navios Acquisition becoming a wholly owned subsidiary of Navios Partners in the Merger.

In connection with the execution of the Merger Agreement, on August 24, 2021, Navios Acquisition and Navios Partners entered into the NMM Loan Agreement under which Navios Partners provided Navios Acquisition with a $45.0 million interim working capital facility. As of the date of this proxy statement/prospectus, the full amount of the facility has been drawn. The full amounts borrowed, including accrued and unpaid interest are due and payable on the date that is one year following the date of the draw. The facility bears interest at the rate of 11.50% per annum.

In addition, certain members of the Navios Acquisition Board and Navios Acquisition executive officers have interests with respect to indemnification and insurance coverage. In particular, the Merger Agreement provides for director and officer indemnification arrangements for each of Navios Acquisition’s directors and officers and provides existing directors’ and officers’ liability insurance to the Navios Acquisition directors and officers that will continue for six years following completion of the Merger. Excluding Ms. Frangou, the directors and executive officers of Navios Acquisition collectively hold less than 1.0% of Navios Acquisition Common Shares.

Navios Partners and its affiliates are also parties to several agreements and transactions with Navios Acquisition. For additional information, see the section entitled “Related Party Transactions.”

The Navios Acquisition Special Committee was aware of these additional and/or differing interests and potential conflicts and considered them, among other matters, in evaluating, negotiating and approving the Merger Agreement.

For additional information, please read the section entitled “The Merger—Interests of Navios Acquisition’s Directors and Officers in the Merger.”

4

The affirmative vote of Navios Partners alone will be sufficient to approve the Merger Agreement and the Merger.

Some of the shareholders hold their shares through a bank, broker or other nominee rather than directly in their own names. As summarized below, there are some distinctions between shares held of record and those owned beneficially:

5

If you submit a proxy without specifying the manner in which you would like your Navios Acquisition Common Shares to be voted, such shares will be voted “FOR” approval of the Merger Agreement.

If you are a beneficial owner, you should instruct your bank, broker or other nominee to vote your Navios Acquisition Common Shares. If you do not instruct your bank, broker or other nominee, it will not be able to vote your Navios Acquisition Common Shares. Please check with your bank, broker or other nominee and follow the voting procedures it provides. Your bank, broker or other nominee will advise you whether you may submit voting instructions by telephone or via the Internet. See the section entitled “The Special Meeting—Voting; Proxies.”

Navios Maritime Acquisition Corporation

Attn: Secretary

Strathvale House, 90 N Church Street,

Grand Cayman,

KY1-1104 Cayman Islands

Or by email to legal_corp@navios.com

If your Navios Acquisition Common Shares are held in “street name” by a bank, broker or other nominee, you must follow the directions you receive from your bank, broker or other nominee in order to change or revoke your vote and any deadlines for the receipt of those instructions.

6

7

8

9

10

COMPARATIVE PER UNIT MARKET PRICE INFORMATION

The following table sets forth the closing sale prices for each Navios Partners Common Unit and each Navios Acquisition Common Share as reported on the NYSE as of August 26, 2021, the closing price on the trading day immediately preceding the public announcement of the execution of the Merger Agreement on August 26, 2021 and as of September 10, 2021, the latest practicable date before the date of this proxy statement/prospectus. The table also shows the equivalent implied value of a Navios Acquisition Common Share on each of the dates, which has been determined by multiplying the market price of a Navios Partners Common Unit on each of the dates by 0.1275, which represents the ratio of Navios Partners Common Units to be received for each Navios Acquisition Common Share (other than Excluded Shares) in the Merger.

The market prices of Navios Partners Common Units and Navios Acquisition Common Shares have fluctuated since the date of the announcement of the Merger Agreement and will continue to fluctuate from the date of this proxy statement/prospectus to the Closing Date and thereafter. No assurance can be given concerning the market prices of Navios Partners Common Units and Navios Acquisition Common Shares before completion of the Merger or the units of the combined company after completion of the Merger.

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RISK FACTORS

The Merger, the Navios Partners business, and owning Navios Partners Common Units involve a high degree of risk. In addition to the other information included in or incorporated by reference into this proxy statement/prospectus, including the matters under the section entitled “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider all of the following risk factors. The matters described below may not contain all of the information that is important to you in evaluating the Merger. Accordingly, we urge you to read this entire proxy statement/prospectus, including the appendices and the information included in or incorporated by reference into this document. Please also refer to the additional risk factors identified in the periodic reports and other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information.”

Risks Related to the Merger

Because the market price of Navios Partners Common Units may fluctuate, you cannot be certain of the precise value of the Merger Consideration that you will receive in the Merger.

The Exchange Ratio is fixed such that each Navios Acquisition Common Share (other than Excluded Shares) will be converted into the right to receive 0.1275 of a Navios Partners Common Unit in connection with the Merger. The Exchange Ratio will not be adjusted for changes in the market price of either Navios Acquisition Common Shares or Navios Partners Common Units between the date of signing the Merger Agreement and completion of the Merger. Accordingly, the value of the Merger Consideration to be received at closing will vary depending on the market price of Navios Partners Common Units on the date of the closing of the Merger.

In addition, the price of Navios Partners Common Units and the price of Navios Acquisition Common Shares at the Effective Time may vary from their respective prices on the date the Merger Agreement was executed and on the date of this proxy statement/prospectus. There is no “price protection” mechanism contained in the Merger Agreement that would adjust the number of Navios Partners Common Units that holders of Navios Acquisition Common Shares will receive based on any decreases in the trading price of Navios Partners Common Units.

These variations in Navios Partners Common Unit and Navios Acquisition Common Share prices may be the result of various factors, including:

The market price for Navios Partners Common Units may be affected by factors different from those affecting the Navios Acquisition Common Shares.

Upon completion of the Merger, holders of Navios Acquisition Common Shares (other than Excluded Shares) will become holders of Navios Partners Common Units. Navios Acquisition’s businesses differ from those of Navios Partners, and, accordingly, the results of operations of Navios Partners will be affected by some factors that are different from those currently affecting the results of operations of Navios Acquisition. For a discussion

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of the businesses of Navios Partners and Navios Acquisition and of other factors to consider in connection with those businesses, you should carefully review this document and the documents incorporated by reference into this document, including the risk factors described in Navios Partners’ annual report on Form 20-F for the fiscal year ended December 31, 2020, as filed with the SEC on March 31, 2021, Navios Acquisition’s annual report on Form 20-F for the fiscal year ended December 31, 2020, as filed with the SEC on April 28, 2021, and each of Navios Partners’ and Navios Acquisition’s other filings with the SEC, each of which is incorporated by reference into this proxy statement/prospectus.

The announcement and pendency of the Merger could adversely affect each of Navios Partners’ and Navios Acquisition’s business, results of operations and financial condition.

The announcement and pendency of the Merger could cause disruptions in and create uncertainty surrounding Navios Partners’ and Navios Acquisition’s business, including affecting Navios Partners’ and Navios Acquisition’s relationships with its existing and future customers and suppliers, which could have an adverse effect on Navios Partners’ or Navios Acquisition’s business, results of operations and financial condition, regardless of whether the Merger is completed. In particular, Navios Partners and Navios Acquisition could potentially lose customers or suppliers, and new customer or supplier contracts could be delayed or decreased. In addition, each of Navios Partners and Navios Acquisition has expended, and continues to expend, significant management resources, in an effort to complete the Merger, which are being diverted from Navios Partners’ and Navios Acquisition’s day-to-day operations.

If the Merger is not completed, the trading price of Navios Partners Common Units may fall to the extent that the current price of Navios Partners Common Units reflects a market assumption that the Merger will be completed. In addition, the failure to complete the Merger may result in negative publicity or a negative impression of Navios Partners in the investment community and may affect Navios Partners’ relationship with customers, suppliers and other partners in the business community.

The termination of the Merger Agreement could negatively impact Navios Acquisition and Navios Partners.

If the Merger is not completed for any reason, the ongoing business of Navios Acquisition and Navios Partners may be adversely affected and, without realizing any of the anticipated benefits of having completed the Merger, Navios Acquisition and Navios Partners may be subject to a number of risks, including the following:

In addition, upon termination of the Merger Agreement under specified circumstances, Navios Partners or Navios Acquisition may be required to reimburse the other party for its costs and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby up to a maximum amount of $1.0 million. See the section entitled “The Merger Agreement—Termination.”

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Certain of the executive officers and members of the Navios Acquisition Board, as well as Navios Acquisition’s major shareholders, have interests that are different from, and/or in addition to, the interests of other holders of Navios Acquisition Common Shares.

Navios Partners beneficially owns 44,117,647, or approximately 62.4%, of the outstanding Navios Acquisition Common Shares.

Navios Holdings, which owns approximately 9.6% of the common units of Navios Partners, beneficially owns (through one of its wholly owned subsidiaries) 4,865,147, or approximately 6.9%, of the outstanding Navios Acquisition Common Shares.

Angeliki Frangou, who serves as the Chairman and Chief Executive Officer of Navios Acquisition, Navios Partners and Navios Holdings and as the Chief Executive Officer of NSM, and is also the indirect owner of all of the equity of NSM and of the general partner of Navios Partners, beneficially owns 9,384,633, or approximately 13.3% of the outstanding Navios Acquisition Common Shares (including 8,823,529 Navios Acquisition Common Shares Ms. Frangou owns through NSM, which is 100% indirectly owned by her and 100,000 Navios Acquisition Common Shares subject to an option with an exercise price of $58.65 per share).

The Navios Acquisition Common Shares beneficially owned by Navios Partners were issued to it by Navios Acquisition in the NMM Equity Issuance pursuant to the Merger Agreement as of August 25, 2021, at a price of $3.40 per share in cash, or $150.0 million in the aggregate. Net proceeds from the NMM Equity Issuance and NNA Debt Financing were used to satisfy and discharge Navios Acquisition’s obligations under the indenture relating to the Ship Mortgage Notes due November 15, 2021. The Navios Acquisition Common Shares owned by Navios Partners will be cancelled in the Merger for no consideration.

The 4,865,147 Navios Acquisition Common Shares beneficially owned by Navios Holdings (through one of its wholly owned subsidiaries) will convert into Navios Partners Common Units in the Merger on the same terms as is applicable to the other shareholders of Navios Acquisition.

The 8,823,529 Navios Acquisition Common Shares that Ms. Frangou beneficially owns through NSM were issued to NSM by Navios Acquisition in the NSM Equity Issuance as of August 25, 2021 in exchange for the cancellation of $30.0 million ($3.40 per share) of the approximately $98.1 million of the then outstanding balance of the NSM Loan in accordance with the NSM Loan Amendment. Also, under the NSM Loan Amendment NSM released all of the collateral securing the NSM Loan (to allow the Ship Mortgage Notes released collateral to be included in the collateral securing Navios Acquisition’s newly arranged secured term loan financings) and surrendered its option to exchange all or a portion of the NSM Loan for equity of Navios Acquisition’s material subsidiary, Navios Maritime Midstream Partners L.P., and NNA repaid on August 25, 2021, $35.0 million of the outstanding balance of the NSM Loan in cash and agreed to repay the remainder of the outstanding portion of the NSM Loan, of approximately $33.1 million, in cash on January 7, 2022.

The 9,284,633 Navios Acquisition Common Shares beneficially owned by Ms. Frangou (including the 8,823,529 Navios Acquisition Common Shares held by NSM, but excluding the 100,000 Navios Acquisition Common Shares subject to an option) will convert into Navios Partners Common Units in the Merger on the same terms as is applicable to the other shareholders of Navios Acquisition. The option held by Ms. Frangou to purchase 100,000 Navios Acquisition Common Shares at an exercise price of $58.65 per share will as a result of the Merger become an exercise to purchase 12,750 Navios Partners Common Units at a price of $460 per unit.

Navios Acquisition is a party to a management agreement and an administrative services agreement with Navios Tankers Management Inc. (the “NNA Manager”), a company all of the equity of which is indirectly owned by Ms. Frangou. Pursuant to those agreements, NNA Manager provides commercial and technical ship management services and administrative management services to Navios Acquisition in exchange for fees. As a result of the Merger, these agreements will be indirectly assumed by Navios Partners by reason of Navios Acquisition becoming a wholly owned subsidiary of Navios Partners in the Merger.

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In connection with the execution of the Merger Agreement, on August 24, 2021, Navios Acquisition and Navios Partners entered into the NMM Loan Agreement under which Navios Partners provided Navios Acquisition with a $45.0 million interim working capital facility. As of the date of this proxy statement/prospectus, the full amount of the facility has been drawn. The full amounts borrowed, including accrued and unpaid interest are due and payable on the date that is one year following the date of the draw. The facility bears interest at the rate of 11.50% per annum.

In addition, certain members of the Navios Acquisition Board and Navios Acquisition executive officers have interests with respect to indemnification and insurance coverage. In particular, the Merger Agreement provides for director and officer indemnification arrangements for each of Navios Acquisition’s directors and officers and provides existing directors’ and officers’ liability insurance to the Navios Acquisition directors and officers that will continue for six years following completion of the Merger. Excluding Ms. Frangou, the directors and executive officers of Navios Acquisition collectively hold less than 1.0% of Navios Acquisition Common Shares

Certain rights of the holders of Navios Acquisition Common Shares will change as a result of the Merger.

Upon completion of the Merger, holders of Navios Acquisition Common Shares will no longer be shareholders of Navios Acquisition but will be common unitholders of Navios Partners. There will be certain differences between your current rights as a holder of Navios Acquisition Common Shares, on the one hand, and the rights to which you will be entitled as a holder of Navios Partners Common Units, on the other hand. For a more detailed discussion of the differences in the rights of holders of Navios Acquisition Common Shares and Navios Partners Common Units, see the section entitled “Comparison of Shareholder and Unitholder Rights.”

While the Merger Agreement is in effect, Navios Acquisition and Navios Partners’ businesses are subject to restrictions on their business activities.

Under the Merger Agreement, Navios Acquisition, Navios Partners and their respective subsidiaries are subject to certain restrictions on the conduct of their respective businesses and, subject to certain exceptions, generally must operate their respective businesses in the ordinary course consistent with past practice prior to completing the Merger (unless Navios Acquisition or Navios Partners obtains the other’s consent, as applicable, which is not to be unreasonably withheld, delayed or conditioned), which may restrict Navios Acquisition’s and Navios Partners’ ability to exercise certain of their respective business strategies. These restrictions may prevent Navios Acquisition and Navios Partners from selling assets, issuing, delivering or selling their securities in excess of certain agreed limits, declaring or paying any dividend or distribution (other than, for Navios Partners, regular quarterly cash dividends or distributions in the ordinary course, which shall be no greater than $0.05 per NMM Common Unit), incurring indebtedness or making changes to their respective businesses or governing documents prior to the completion of the Merger or termination of the Merger Agreement, as applicable. These restrictions could have an adverse effect on Navios Acquisition’s and Navios Partners’ respective businesses, financial results, financial condition or common unit price.

Existing shareholders of Navios Acquisition will have a reduced ownership and voting interest in, and will exercise less influence over management of, the combined company after the completion of the Merger.

Upon the completion of the Merger, each holder of Navios Acquisition Common Shares that receives Navios Partners Common Units in the Merger will become a unitholder of Navios Partners, with a percentage ownership of, and voting interest in, the combined company that is significantly smaller than such shareholder’s percentage ownership of, and voting interest in, Navios Acquisition immediately prior to the Merger. Accordingly, existing shareholders of Navios Acquisition will have less influence on the management and policies of the combined company than they now have on the management and policies of Navios Acquisition.

Financial projections regarding Navios Partners and Navios Acquisition may not prove accurate.

In performing its financial analyses and rendering its fairness opinion, the financial advisor to the Navios Acquisition Special Committee reviewed and relied on, among other things, internal financial analyses and

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forecasts for Navios Partners and Navios Acquisition. These financial projections include assumptions of Navios Partners and Navios Acquisition, including with regards to future operating cash flows, expenditures and income. These financial projections were not prepared with a view toward public disclosure or toward compliance with U.S. GAAP, the published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants. The financial projections should not be regarded as an indication that Navios Partners, Navios Acquisition, or their respective representatives considered or consider the projections to be a reliable or accurate prediction of future performance. The financial projections are subject to significant economic, competitive, industry and other uncertainties and may not be achieved in full, at all or within projected timeframes. The failure of Navios Partners or Navios Acquisition to achieve projected results, including projected cash flows, could have a material adverse effect on the price of Navios Partners Common Units, its financial position and its ability to maintain or increase its distributions following the Merger.

The successful execution of the integration strategy following the consummation of the Merger will involve risks and may not be successful.

The success of the Merger will depend, in part, on the ability of the combined company to realize the anticipated benefits from combining Navios Partners’ and Navios Acquisition’s businesses. Realizing the benefits of the Merger will depend in part on the integration of assets, operations, functions and personnel while maintaining adequate focus on the core businesses of the combined company. Any expected cost savings, economies of scale, enhanced liquidity or other operational efficiencies, as well as revenue enhancement opportunities anticipated from the combination of Navios Partners and Navios Acquisition, or other synergies, may not occur.

The combined company’s management team will face challenges inherent in efficiently managing the combined company’s fleet, including the need to implement appropriate systems, policies, benefits and compliance programs. If management of the combined company is unable to minimize the potential disruption of the combined company’s ongoing business caused by the integration efforts and the distraction of management during the integration process, the anticipated benefits of the Merger may not be realized or may only be realized to a lesser extent than expected. In addition, the inability to successfully manage the implementation of appropriate systems, policies, benefits and compliance programs for the combined company could have an adverse effect on the combined company after the Merger. These integration-related activities could also have an adverse effect on each of Navios Partners and Navios Acquisition pending the completion of the Merger.

It is possible that the integration process could result in the loss of key employees, as well as the disruption of each of Navios Partners’ and Navios Acquisition’s ongoing businesses or the creation of inconsistencies between Navios Partners’ and Navios Acquisition’s standards, controls, procedures and policies. Any or all of those occurrences could adversely affect the combined company’s ability to maintain relationships with service providers, customers and employees after the Merger or to achieve the anticipated benefits of the Merger.

The combined company’s operating expenses may increase significantly over the near term due to the expanded operations and expenses or other changes related to the Merger. In addition, the actual integration may result in additional and unforeseen expenses, which could reduce the anticipated benefits of the Merger and materially and adversely affect the combined company’s business, operating results and financial condition.

The combined company may not realize all of the anticipated benefits of the Merger.

Navios Partners and Navios Acquisition believe that the Merger will provide benefits to the combined company, as described elsewhere in this proxy statement/prospectus. However, there is a risk that some or all of the expected benefits of the Merger may fail to materialize, or may not occur within the time periods anticipated. The realization of such benefits may be affected by a number of factors, many of which are beyond the control of Navios Partners, including but not limited to the strength or weakness of the economy and competitive factors in the areas where Navios Partners and Navios Acquisition do business, the effects of competition in the markets in which Navios Partners or Navios Acquisition operate, and the impact of changes in the laws and regulations

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regulating the seaborne transportation industry or the dry container and/or tanker markets or affecting domestic or foreign operations. The challenge of coordinating previously separate businesses makes evaluating the business and future financial prospects of the combined company following the Merger difficult. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on the ability to successfully integrate the operations of both companies in a manner that results in various benefits, including, among other things, an expanded market reach and operating efficiencies, and that does not materially disrupt existing relationships nor result in decreased revenues or distributions. The past financial performance of each of Navios Partners and Navios Acquisition may not be indicative of their future financial performance.

Failure to realize all of the anticipated benefits of the Merger may impact the financial performance of the combined company, the price of Navios Partners Common Units and the ability of Navios Partners to pay distributions on the Navios Partners Common Units. The declaration of distributions by Navios Partners will be at the discretion of its board of directors.

The market value of Navios Partners Common Units may decline as a result of the Merger.

The market value of Navios Partners Common Units may decline as a result of the Merger if, among other things, the combined company is unable to achieve the expected growth in earnings, or if the operational cost savings estimates in connection with the integration of Navios Partners’ and Navios Acquisition’s businesses are not realized or if the transaction costs related to the Merger are greater than expected. The market value also may decline if the combined company does not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by the market, or if the effect of the Merger on the combined company’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts. In addition, resales of Navios Partners Common Units following the Merger may cause the market value of the Navios Partners Common Units to decline.

The opinion of the Navios Acquisition Special Committee’s financial advisor will not reflect changes in circumstances between the signing of the Merger Agreement and the completion of the Merger.

The Navios Acquisition Special Committee will not obtain an updated fairness opinion from its financial advisor as of the date of this proxy statement/prospectus, the Special Meeting or the consummation of the Merger. Changes in the operations and prospects of Navios Partners or Navios Acquisition, general market and economic conditions and other factors that may be beyond the control of Navios Partners or Navios Acquisition, and on which the opinion of the financial advisor of the Navios Acquisition Special Committee were based, may significantly alter the value of Navios Acquisition or the prices of Navios Partners Common Units by the time the Merger is completed. The opinion does not speak as of the time the Merger will be completed or as of any date other than the date of such opinion. Because the Navios Acquisition Special Committee currently does not anticipate asking its financial advisor to update its opinion, the opinion will not address the fairness of the Merger Consideration from a financial point of view at the time the Merger is completed.

Like Navios Acquisition, Navios Partners is organized under the laws of the Republic of the Marshall Islands and a substantial portion of its assets will continue to be, and most of its directors and officers will continue to reside, outside of the United States after the Merger and it may not be possible for unitholders to enforce civil liability provisions of the securities laws of the United States in the Marshall Islands.

Like Navios Acquisition, Navios Partners is organized under the laws of the Republic of the Marshall Islands. The Republic of the Marshall Islands has a less developed body of securities laws as compared to the United States and provides protections for investors to a significantly lesser extent. After the Merger, substantially all of the combined company’s assets will be located outside the United States, and most of the combined company’s directors and officers will reside outside the United States. As a result, it may be difficult for investors to effect service within the United States upon those directors and officers, or to realize in the United States upon judgments of courts of the United States predicated upon civil liability of the combined company and such directors and officers under the U.S. federal securities laws. There is uncertainty as to the enforceability in the

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Republic of the Marshall Islands by a court in original actions, or in actions to enforce judgments of United States courts, of the civil liabilities predicated upon the U.S. federal securities laws.

Certain holders of Navios Acquisition Common Shares may be required to recognize gain for U.S. federal income tax purposes at the time of the exchange of their Navios Acquisition Common Shares in the Merger.

It is intended that, for U.S. federal income tax purposes, the Merger, either alone or together with the Optional Second Merger, if consummated, should qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that Section 367(a) of the Code should not cause Navios Partners to be treated as other than a corporation with respect to any transfer of property thereto in connection with the Merger (other than, in certain circumstances, a transfer by a holder of Navios Acquisition Common Shares that is a United States person and that holds 5% or more by vote or by value (within the meaning of Treasury Regulations Section 1.367(a)-3(b)(1)(i)) of Navios Partners immediately following the Merger). If the Merger, either alone or together with the Optional Second Merger, if consummated so qualifies, U.S. holders of Navios Acquisition Common Shares generally should not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of Navios Acquisition Common Shares for Navios Partners Common Units. However, this determination depends on many factors, and neither Navios Partners nor Navios Acquisition is making any representation as to whether the Merger should qualify as a reorganization. Moreover, the Intended Tax Treatment will not be binding on the IRS or any court. Under the terms of the Merger Agreement, Navios Partners and Navios Acquisition have agreed to use reasonable efforts to obtain an opinion of Fried, Frank, Harris, Shriver, and Jacobson, LLP, dated as of the Closing Date, substantially to the effect that the Merger, either alone or together with the Optional Second Merger, if consummated, should qualify for the Intended Tax Treatment. However, the completion of the Merger is not conditioned upon the receipt of an opinion of counsel to the effect that the Merger, either alone or together with the Optional Second Merger, if consummated, should qualify for the Intended Tax Treatment. In addition, neither Navios Acquisition nor Navios Partners intends to request a ruling from the IRS regarding the U.S. federal income tax consequences of the Merger. Accordingly, no assurance can be given that the IRS will not challenge the Intended Tax Treatment or that a court would not sustain such a challenge. If the Merger fails to qualify for the Intended Tax Treatment, then a Navios Acquisition shareholder would recognize gain (but may not be able to recognize loss) for U.S. federal income tax purposes in an amount equal to the excess, if any, of the fair market value of the Navios Partners Common Units received by such holder in the Merger over such holder’s tax basis in the Navios Acquisition Common Shares surrendered. Holders of Navios Acquisition Common Shares are urged to consult with their own tax advisors regarding the consequences to them if the Merger is not treated as a reorganization. See “Material U.S. Federal Income Tax Consequences of the Merger.”

In addition, although Navios Acquisition does not believe it currently is, or that it was for the 2011 through 2020 taxable years, a “passive foreign investment company” (“PFIC”) within the meaning of Section 1297 of the Code for U.S. federal income tax purposes, Navios Acquisition was treated as a PFIC for the 2008 through 2010 taxable years. U.S. holders of Navios Acquisition Common Shares who owned equity interests in Navios Acquisition while Navios Acquisition was a PFIC may have to recognize gain, but not loss, in connection with the receipt of Navios Partners Common Units in the Merger, even if the Merger, either alone or together with the Optional Second Merger, if consummated, otherwise qualifies as a reorganization. U.S. holders of Navios Acquisition Common Shares who acquired their Navios Acquisition Common Shares prior to 2011 or otherwise believe they may have held equity interests of Navios Acquisition while it was a PFIC are urged to consult with their own tax advisors regarding the consequences to them of the Merger.

The Merger may be subject to litigation, which could delay the Merger and prevent the Merger from being completed.

Navios Partners and/or Navios Acquisition may in the future be party to legal proceedings and claims related to the Merger. Legal challenges to the Merger could result in an injunction, preventing or delaying the completion

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of the Merger. Any litigation relating to the Merger could require Navios Partners and Navios Acquisition to incur substantial costs in connection therewith and divert management’s attention from their respective businesses.

Risks Related to Navios Acquisition

You should read and consider the risk factors specific to Navios Acquisition that will also affect the combined company after completion of the Merger. For a comprehensive discussion of the risk factors relating to Navios Acquisition, please see the corresponding section in Navios Acquisition’s Annual Report for the fiscal year ended December 31, 2020, filed on Form 20-F, as filed with the SEC on April 28, 2021, and Navios Acquisition’s other filings with the SEC, each of which is incorporated by reference herein, and in other documents that are incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information.”

Risks Related to Navios Partners

You should read and consider the risk factors specific to Navios Partners that will also affect the combined company after completion of the Merger. For a comprehensive discussion of the risk factors relating to Navios Partners, please see the corresponding section in Navios Partners’ Annual Report for the fiscal year ended December 31, 2020, filed on Form 20-F, as filed with the SEC on March 31, 2021, and Navios Partners’ other filings with the SEC, each of which is incorporated by reference herein, and in other documents that are incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information.”

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements included in, or incorporated by reference into, this proxy statement/prospectus which are not historical facts (including Navios Partners’ and Navios Acquisition’s financial forecasts and any other statements concerning plans and objectives of management for future operations or economic performance, or assumptions related thereto) are forward-looking statements. In addition, Navios Partners, Navios Acquisition and their respective representatives may from time to time make other oral or written statements that are also forward-looking statements. Such statements include, in particular, statements about plans, strategies, business prospects, changes and trends in the business and the markets in which Navios Partners and Navios Acquisition operate as described in this proxy statement/prospectus. In some cases, you can identify the forward-looking statements by the use of words such as “may,” “might,” “could,” “should,” “would,” “will,” “expect,” “plan,” “anticipate,” “intend,” “forecast,” “believe,” “estimate,” “predict,” “propose,” “projects,” “potential,” “continue” or the negative of these terms or other comparable terminology.

Forward-looking statements appear in a number of places and include statements with respect to, among other things:

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These and other forward-looking statements are made based upon Navios Partners’ and Navios Acquisition’s current plans, expectations, estimates, assumptions, and beliefs concerning future events and therefore involve a

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number of risks and uncertainties, including, but not limited to, those risks discussed under the section entitled “Risk Factors.” The forward-looking statements contained in this proxy statement/prospectus are based on Navios Partners’ and Navios Acquisition’s current expectations and beliefs concerning future developments and their potential effects on Navios Partners and Navios Acquisition. There can be no assurance that future developments will be those that Navios Partners and Navios Acquisition have anticipated.

The foregoing list of important factors is not exhaustive, and other factors could also adversely affect the completion of the Merger and the future results of Navios Partners and Navios Acquisition, including the factors described in Navios Partners’ Annual Report for the fiscal year ended December 31, 2020, as filed on Form 20-F, and filed with the SEC on March 31, 2021, and other important factors described in Navios Partners’ filings with the SEC, and Navios Acquisition’s Annual Report for the fiscal year ended December 31, 2020, as filed on Form 20-F, as filed with the SEC on April 28, 2021, and other important factors described in Navios Acquisition’s filings with the SEC, each of which is incorporated by reference into this proxy statement/prospectus. You should carefully review and consider the various disclosures included in this joint proxy statement/prospectus and in other documents incorporated by reference into this proxy statement/prospectus that attempt to advise interested parties of the risks and factors that may affect Navios Acquisition’s and/or Navios Partners’ business, prospects, financial condition and results of operations.

The risks, uncertainties and assumptions involved are inherently subject to significant uncertainties and contingencies, many of which are beyond Navios Partners’ and/or Navios Acquisition’s control. You are cautioned that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements.

The forward-looking statements speak only as of the date of this proxy statement/prospectus, in the case of forward-looking statements contained in this proxy statement/prospectus, or the dates of the documents incorporated by reference into this proxy statement/prospectus, in the case of forward-looking statements made in those incorporated documents. Navios Partners and Navios Acquisition undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for Navios Partners and Navios Acquisition to predict all of these factors. Further, Navios Partners and Navios Acquisition cannot assess the impact of each such factor on business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.

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THE SPECIAL MEETING

This proxy statement/prospectus is being provided to holders of Navios Acquisition Common Shares as part of a solicitation of proxies by the Navios Acquisition Board for use at the Special Meeting.

Date, Time and Place

The Special Meeting of shareholders of Navios Acquisition will be held at the offices of Navios Maritime Acquisition Corporation, located at Strathvale House, 90 N Church Street, Grand Cayman, KY1-1104 Cayman Islands, on [●], 2021, at [●] a.m. local time, unless adjourned or postponed to a later time.

Purpose of the Special Meeting

At the Special Meeting, we are asking holders of Navios Acquisition Common Shares to consider and vote upon the approval of the Merger Agreement, including the transactions contemplated therein, pursuant to which, among other things, Merger Sub will merge with and into Navios Acquisition, and, following the Merger, Navios Acquisition will continue as the surviving corporation and will be a wholly-owned subsidiary of Navios Partners.

Approval and Recommendation of the Navios Acquisition Special Committee and the Navios Acquisition Board

The Navios Acquisition Special Committee and the Navios Acquisition Board (based on the recommendation of the Navios Acquisition Special Committee) have each unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby are in the best interests of Navios Acquisition and the holders of Navios Acquisition Public Common Shares; (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger; and (iii) determined to recommend that the holders of Navios Acquisition Common Shares approve the Merger Agreement and the Merger upon the terms and conditions set forth in the Merger Agreement. The Navios Acquisition Special Committee and the Navios Acquisition Board unanimously recommend that Navios Acquisition’s shareholders vote “FOR” the approval of the Merger Agreement. For a discussion of the material factors considered by the Navios Acquisition Special Committee in reaching its conclusions, see the sections entitled “The Merger—Recommendation of the Navios Acquisition Special Committee” and “The Merger—Reasons for the Navios Acquisition Special Committee’s Recommendation.”

In considering the recommendation of the Navios Acquisition Board with respect to the proposals, you should be aware that Navios Acquisition’s directors and executive officers have interests that are different from, or in addition to, the interests of holders of Navios Acquisition Common Shares generally. For more information, see the section entitled “The Merger—Interests of Navios Acquisition’s Directors and Officers in the Merger.”

Record Date; Quorum

Only holders of record of Navios Acquisition Common Shares at the close of business on the record date, [●], 2021, are entitled to notice of and to vote at the Special Meeting and are entitled to one vote per share.

A quorum at the Special Meeting requires the presence in person or by proxy of holders of a majority of the shares represented and entitled to vote thereat.

If you submit a properly executed proxy card, you will be considered part of the quorum. Holders of Navios Acquisition Common Shares present in person at the Special Meeting but not voting, and Navios Acquisition Common Shares for which Navios Acquisition has received proxies indicating that their holders have abstained, will be counted as present at the Special Meeting for purposes of determining whether a quorum is established, also subject to the limitations described below. Broker “non-votes,” if any, will be counted for purposes of

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determining whether a quorum exists at the Special Meeting. A broker “non-vote” occurs when a bank, broker or other nominee holding units for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

Upon request by a holder of Navios Acquisition Common Shares at or prior to the Special Meeting, Navios Acquisition will provide a list of registered shareholders as of the Record Date of the Special Meeting.

Vote Required

The approval of the Merger requires the affirmative vote of the holders of a majority of the outstanding Navios Acquisition Common Shares. Abstentions and broker non-votes, and shares not voted, will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement.

Under the rules that govern brokers who have record ownership of common shares that are held in “street name” for their clients, the beneficial owners of the shares, brokers have discretion to vote these shares on routine matters but not on non-routine matters. The approval of the Merger Agreement is considered a non-routine matter. Accordingly, brokers will not have discretionary voting authority to vote your Navios Acquisition Common Shares on the Merger Agreement. A broker non-vote occurs when brokers do not have discretionary voting authority and have not received instructions from the beneficial owners of the common shares on a particular non-routine matter. A broker will not be permitted to vote on the proposal to approve the Merger Agreement without instruction from the beneficial owner of the Navios Acquisition Common Shares held by that broker. As a result, Navios Acquisition Common Shares beneficially owned that have been designated on proxy cards by the bank, broker or other nominee as not voted on the proposal to approve the Merger Agreement (broker “non-vote”) will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement. If you hold Navios Acquisition Common Shares through a bank, broker or other nominee with custody of your shares, follow the voting instructions you receive from such nominee.

Adjournment

Under the terms of the Merger Agreement, Navios Acquisition may, and at the request of Navios Partners, will, adjourn or postpone the Special Meeting to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to Navios Acquisition’s shareholders within a reasonable amount of time in advance of the Special Meeting.

Voting of Navios Acquisition Common Shares Owned by Affiliates, Directors and Executive Officers

Navios Partners beneficially owns 44,117,647 Navios Acquisition Common Shares, or approximately 62.4% of the outstanding Navios Acquisition Common Shares. Under the Merger Agreement, Navios Partners has agreed to vote all Navios Acquisition Common Shares owned by it in favor of the Merger Agreement and the Merger.    

The affirmative vote of Navios Partners alone will be sufficient to approve the Merger Agreement and the Merger.

In addition, Navios Holdings beneficially owns (through one of its wholly owned subsidiaries) 4,865,147 Navios Acquisition Common Shares, or approximately 6.9%, of the outstanding Navios Acquisition Common Shares, and Angeliki Frangou beneficially owns 9,384,633 Navios Acquisition Common Shares, or approximately 13.3% of the outstanding Navios Acquisition Common Shares (including 8,823,529 Navios Acquisition Common Shares Ms. Frangou owns through NSM and 100,000 Navios Acquisition Common Shares subject to an option with an exercise price of $58.65 per share). Navios Holdings and Ms. Frangou expect to vote, or cause to be voted, the Navios Acquisition Common Shares beneficially owned by them (other than, in the case of Ms. Frangou, the shares subject to the option) “FOR” the approval of the Merger Agreement.

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Aside from Ms. Frangou, directors and executive officers of Navios Acquisition, owned less than 1.0% of the outstanding Navios Acquisition Common Shares.

Voting; Proxies

If you were a holder of record of Navios Acquisition Common Shares at the close of business on the record date, you may vote in person by attending the Special Meeting or, to ensure that your shares are represented at the Special Meeting, you may authorize a proxy to vote. To vote by proxy, after carefully reading and considering the information contained in, and incorporated by reference into, this proxy statement/prospectus, please fill out, sign and date the proxy card and then mail your signed proxy card in the enclosed envelope, as soon as possible so that your shares may be voted at the Special Meeting.

All Navios Acquisition Common Shares represented by each properly executed and valid proxy received by 11:59 p.m., local time, on [●], 2021 will be voted in accordance with the instructions given on the proxy. If a holder of Navios Acquisition Common Shares executes a proxy card without giving instructions, the shares represented by that proxy card will be voted “FOR” the proposal to approve the Merger Agreement. Please submit your proxy whether or not you plan to attend the Special Meeting in person.

If your Navios Acquisition Common Shares are held beneficially in “street name,” you should instruct your bank, broker, or other nominee to vote your shares. If you do not instruct your bank, broker or other nominee, it will not be able to vote your shares. Please check with your bank, broker or other nominee and follow the voting procedures it provides. Your bank, broker or other nominee will advise you whether you may submit voting instructions by telephone or via the Internet.

Revocations

If your Navios Acquisition Common Shares are registered directly in your name, there are three ways you can change your vote after you have submitted your proxy:

Navios Maritime Acquisition Corporation

Attn: Secretary

Strathvale House, 90 N Church Street

Grand Cayman

KY1-1104

Cayman Islands

Or by email to legal_corp@navios.com

If your Navios Acquisition Common Shares are held in “street name” by a bank, broker or other nominee, you must follow the directions you receive from your bank, broker or other nominee in order to change or revoke your vote and any deadlines for the receipt of those instructions.

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Failure to Vote or Specify Vote

If you do not vote your Navios Acquisition Common Shares with respect to the proposal to approve the Merger Agreement, it will have the same effect as a vote against the proposal. However, if the proposal to approve the Merger Agreement is approved and the Merger is completed, your Navios Acquisition Common Shares (other than Excluded Shares) will be converted into the right to receive the Merger Consideration even though you did not vote.

If you submit a proxy without specifying the manner in which you would like your Navios Acquisition Common Shares to be voted, your Navios Acquisition Common Shares will be voted “FOR” approval of the Merger Agreement.

No Dissenters’ Rights of Appraisal

Holders of Navios Acquisition Common Shares do not have dissenters’ or appraisal rights under applicable law or contractual dissenters’ or appraisal rights under the Merger Agreement.

Other Information

As of the date of this joint proxy statement/prospectus, the Navios Acquisition Board was unaware of any other matters that may be presented for action at the Special Meeting. If other matters properly come before the Special Meeting, or at any adjournment or postponement of the Special Meeting, Navios Acquisition intends that common shares represented by properly submitted proxies will be voted, or not voted, by and in accordance with the best judgment of the persons named as proxies on the proxy card.

Navios Acquisition will pay the costs of printing and mailing this proxy statement/prospectus to its shareholders and all other costs incurred in connection with the solicitation of proxies for the Special Meeting. In addition to the mailed proxy materials, Navios Acquisition’s and Navios Partners’ directors, officers, and other employees may also solicit proxies or votes in person, in writing, by telephone, e-mail, or other means of communication. Directors, officers and other employees of Navios Acquisition will not be paid any additional compensation for soliciting proxies. Navios Acquisition will also reimburse banks, brokers, nominees, and other record holders for their reasonable expenses in forwarding proxy materials to beneficial owners of Navios Acquisition Common Shares.

The matters to be considered at the Special Meeting are of great importance to Navios Acquisition’s shareholders. Accordingly, you are urged to read and carefully consider the information contained in or incorporated by reference into this proxy statement/prospectus and promptly complete, date, sign and return the enclosed proxy in the enclosed postage-paid envelope.

Questions and Additional Information

If you have questions about the Merger or the Special Meeting, need additional copies of this proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, you may contact Navios Maritime Acquisition Corporation by writing to Vasiliki (Villy) Papaefthymiou, Secretary, Navios Maritime Acquisition Corporation, Strathvale House, 90 N Church Street, Grand Cayman, KY1-1104 Cayman Islands, or by telephone at +1 345 232 3066. If a bank, broker or other nominee holds your Navios Acquisition Common Shares, then you should also contact your bank, broker or other nominee for additional information.

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THE MERGER

On August 25, 2021, Navios Partners and Navios Acquisition agreed to combine businesses by merging Merger Sub, a wholly-owned subsidiary of Navios Partners, with and into Navios Acquisition. If the Merger is successfully consummated, Navios Acquisition will become a wholly-owned subsidiary of Navios Partners.

Transactions Related to the Merger

Redemption and Discharge of Ship Mortgage Notes

Pursuant to the Merger Agreement, on August 26, 2021, Navios Acquisition called for redemption by delivery all of its Ship Mortgage Notes by delivery of a Redemption Notice to the registered holders of the Ship Mortgage Notes and remitted to the indenture trustee the aggregate redemption price payable to the holders of the Ship Mortgage Notes to satisfy and discharge Navios Acquisition’s obligations under the indenture relating to the Ship Mortgage Notes. The redemption date for the Ship Mortgage Notes will be September 25, 2021.

Navios Acquisition funded the approximately $397.5 million aggregate redemption price plus accrued and unpaid interest up to but not including the redemption date, with net proceeds from (i) the sale by Navios Acquisition pursuant to the Merger Agreement (in a private placement in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act) of 44,117,647 Navios Acquisition Common Shares to Navios Partners for an aggregate purchase price of $150.0 million, or $3.40 per share (referred to as the NMM Equity Issuance), and (ii) borrowings under the HCB Loan Agreement and BNP Loan Agreement described below. The Navios Acquisition Common Shares issued to Navios Partners pursuant to the NMM Equity Issuance will be cancelled in the Merger for no consideration.

NSM Loan Amendment

In connection with the execution of the Merger Agreement, on August 25, 2021, Navios Acquisition and NSM entered into a supplemental agreement (the “Supplemental Loan Agreement”) to amend an existing loan agreement dated March 19, 2021 by and among Navios Acquisition and NSM, among others (the “NSM Loan Agreement”). Under the NSM Loan Agreement, NSM had made available to Navios Acquisition a secured term loan (the “NSM Loan”) of up to $100.0 million, of which a balance of approximately $98.1 million was outstanding at the time of the execution of the Supplemental Loan Agreement. The Supplemental Loan Agreement has amended the NSM Loan Agreement to, among other things, release all of the collateral securing the NSM Loan (which has been granted as collateral to secure Navios Acquisition and/or its subsidiaries’ obligations under the HCB Loan Agreement and BNP Loan Agreement described below); eliminate NSM’s option under the NSM Loan Agreement to exchange all or a portion of the NSM Loan for equity of Navios Acquisition’s material subsidiary, Navios Maritime Midstream Partners L.P.; cancel $30.0 million of the outstanding balance of the NSM Loan in exchange for 8,823,529 newly-issued Navios Acquisition Common Shares ($3.40 per share) (referred to as the NSM Equity Issuance), which Navios Acquisition Common Shares will be converted into Navios Partners Common Units in the Merger on the same terms as is applicable to other outstanding Navios Acquisition Common Shares; provide for the repayment of $35.0 million of the outstanding balance of the NSM Loan in cash as of the date of the Supplemental Loan Agreement; and the repayment of the remainder of the outstanding balance of the NSM Loan, of approximately $33.1 million, in cash on January 7, 2022.

NNA Debt Financing

Hamburg Commercial Bank Loan Agreement

On August 23, 2021, Navios Acquisition and Hamburg Commercial Bank AG (“HCB”), among other lenders, entered into a loan agreement (the “HCB Loan Agreement”) under which HCB and other lenders, agreed to make available to Navios Acquisition a secured term loan facility of up to $195.4 million to provide financing on seven tankers, all of which secure the loan (the

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“HCB Loan”) of which $190.2 million was borrowed by Navios Acquisition on August 25, 2021. The first advance is repayable in fifteen quarterly installments of $4.7 million each beginning on October 29, 2021 with the final repayment to be made on April 29, 2025. The second advance is repayable in eleven quarterly installments of $2.8 million beginning on October 29, 2021 with the final repayment to be made on April 29, 2024. The first advance bears interest at LIBOR plus 3.9% per annum and the second advance bears interest at LIBOR plus 7.0% per annum.

BNP Loan Agreement

On August 25, 2021, certain subsidiaries of Navios Acquisition and BNP Paribas (“BNP”), among other lenders, entered into a loan agreement (the “BNP Loan Agreement”) under which BNP, and other lenders, agreed to make available to such Navios Acquisition subsidiaries a secured term loan facility of up to $96.0 million (the “BNP Loan”), secured by five vessels owned by Navios Acquisition of which the full amount was borrowed by the subsidiaries of Navios Acquisition on August 25, 2021. The BNP Loan is repayable in eight quarterly installments of $4.6 million beginning three months from the date of the initial drawdown, with the final repayment to be made in August 2023. The BNP Loan bears interest at LIBOR plus 3.55% per annum.

NMM Loan Agreement

In connection with the execution of the Merger Agreement, on August 24, 2021, Navios Acquisition and Navios Partners entered into the NMM Loan Agreement under which Navios Partners agreed to make available to Navios Acquisition a working capital facility of up to $45.0 million. As of the date of this proxy statement/prospectus, the full amount of the facility has been drawn. The full amounts borrowed, including accrued and unpaid interest are due and payable on the date that is one year following the drawdown date. The facility bears interest at the rate of 11.50% per annum.

Merger Structure

If the Merger is completed, each Navios Acquisition Common Share (other than Excluded Shares) will be converted into the right to receive 0.1275 of a Navios Partners Common Unit. Each NNA Restricted Share outstanding at the effective time of the Merger will be converted into an award with respect to a number of Navios Partners Common Units (rounded up or down to the nearest whole unit) equal to the product of (x) the number of Navios Acquisition Common Shares subject to such NNA Restricted Share award and (y) the Exchange Ratio. Additionally, such award of Navios Partners Common Units will be subject to the same terms and conditions (including, without limitation, the same vesting conditions) as were applicable to such NNA Restricted Share award immediately prior to the effective time.

Any Navios Acquisition Common Shares that are owned immediately prior to the effective time of the Merger by Navios Acquisition, Navios Partners or any of their respective subsidiaries (including shares issued pursuant to the NMM Equity Issuance) will be cancelled, and no Merger Consideration or other consideration will be delivered for those cancelled shares. The Navios Acquisition Common Shares issued to NSM in the NSM Equity Issuance will be exchanged in the Merger for Navios Partners Common Units on the same terms applicable to the other Navios Acquisition shareholders. Each share of common stock of Merger Sub issued and outstanding immediately prior to the effective time of the Merger will be converted into one share of common stock of the surviving entity.

The terms and conditions of the Merger are contained in the Merger Agreement, which is described in this proxy statement/prospectus and is included in this proxy statement/prospectus as Annex A. You are encouraged to read the Merger Agreement carefully and in its entirety because it is the legal agreement that governs the Merger. All descriptions in this summary and elsewhere in this proxy statement/prospectus of the terms and conditions of the Merger are qualified by reference to the Merger Agreement. In addition to approval by the shareholders of Navios Acquisition at the Special Meeting, other important conditions to the completion of the Merger exist.

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Assuming the satisfaction or waiver of all of the conditions in the Merger Agreement, Navios Partners and Navios Acquisition expect to complete the Merger in the fourth quarter of 2021. However, Navios Partners and Navios Acquisition cannot assure you when or if the Merger will occur.

For additional and more detailed information regarding the legal documents that govern the Merger, including information about the conditions to the completion of the Merger and the provisions for terminating or amending the Merger Agreement, please read the section entitled “The Merger Agreement.”

Navios Partners’ Ownership Interest in Navios Acquisition

Holders of Navios Acquisition Common Shares should be aware that, as of the date of this proxy statement/prospectus, Navios Partners owned 44,117,647 Navios Acquisition Common Shares, or approximately 62.4%, of the outstanding Navios Acquisition Common Shares. Navios Holdings, which owns approximately 9.6% of the outstanding common units of Navios Partners, beneficially owns (through one of its wholly owned subsidiaries) 4,865,147, or approximately 6.9%, of the outstanding Navios Acquisition Common Shares. Angeliki Frangou, who serves as the Chairman and Chief Executive Officer of Navios Acquisition, Navios Partners and Navios Holdings, as the Chief Executive Officer of NSM, and is the indirect owner of all of the equity of NSM and of the general partner of Navios Partners, beneficially owns 9,384,633, or approximately 13.3% of the outstanding Navios Acquisition Common Shares (including 8,823,529 Navios Acquisition Common Shares Ms. Frangou owns through NSM, which is 100% indirectly owned by her and 100,000 Navios Acquisition Common Shares subject to an option with an exercise price of $58.65 per share).

In addition, as of the date of this proxy statement/prospectus, excluding Ms. Frangou, directors and executive officers of Navios Acquisition and Navios Partners owned less than 1.0% of the outstanding Navios Acquisition Common Shares. Certain officers and directors of Navios Partners also serve as directors or officers of Navios Acquisition, and Navios Partners and its affiliates are parties to several agreements and transactions with Navios Acquisition. For additional information, see the section entitled “Related Party Transactions.”

Certain persons associated with Navios Acquisition have a relationship with Navios Partners. Angeliki Frangou, who serves as Navios Acquisition’s Chief Executive Officer and as Chairman of the Navios Acquisition Board, also serves as Navios Partners’ Chief Executive Officer and as Chairman of the Navios Partners Board and is the indirect owner of the general partner of Navios Partners. As of the date of this proxy statement/prospectus, Navios Partners owned approximately 62.4% of the outstanding Navios Acquisition Common Shares. Ms. Frangou also serves as the Chairman and Chief Executive Officer of Navios Holdings, which owns approximately 6.9% of the outstanding Navios Acquisition Common Shares and approximately 9.6% of the outstanding Navios Partners Common Units. Certain of the foregoing persons also serve as officers, directors and/or members of certain affiliates of Navios Acquisition and/or Navios Partners. For additional information, please see the section entitled “Related Party Transactions.” As a result of these conflicts, these individuals may have differing interests relative to the Merger than other holders of Navios Acquisition Common Shares.

Background of the Merger

The Navios Acquisition Board regularly reviews operational and strategic opportunities to maximize value for holders of Navios Acquisition Common Shares.

On July 22, 2021, during a quarterly meeting of the Navios Acquisition Board, Angeliki Frangou, as Chief Executive Officer and Chairman of the Navios Acquisition Board, notified the Navios Acquisition Board that Navios Partners was considering approaching Navios Acquisition regarding a potential transaction pursuant to which Navios Acquisition would be combined with Navios Partners.

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In anticipation of the possibility that Navios Partners may submit a proposal to the Navios Acquisition Board regarding a potential business combination of Navios Acquisition with Navios Partners, and in light of the potential conflicts that may exist between interests of Ms. Frangou and her affiliates, on the one hand, and the holders of Navios Acquisition Public Common Shares, on the other hand, the Navios Acquisition Board formed a special conflicts committee consisting of Christos Kokkinis, Brigitte Noury and Eleni Warren (each of whom are independent members of the Navios Acquisition Board) (the “Navios Acquisition Special Committee”). In connection therewith, the Navios Acquisition Board delegated to the Navios Acquisition Special Committee the power and authority to, among other things, engage in discussions, receive and address any proposals sent by Navios Partners relating to a proposed transaction (the “Proposed Transaction”), and to evaluate, negotiate and present to the Navios Acquisition Board the Navios Acquisition Special Committee’s recommendation with respect to the Proposed Transaction. The Navios Acquisition Board further resolved not to take any action to approve the Proposed Transaction without prior favorably recommendation by the Navios Acquisition Special Committee. The Navios Acquisition Special Committee was also authorized to retain independent legal and financial advisors.

In July 2021, the Navios Acquisition Special Committee interviewed several potential outside legal and financial advisors to advise the Navios Acquisition Special Committee in connection with evaluating and negotiating the Proposed Transaction. Following such interviews, the Navios Acquisition Special Committee decided to engage Latham & Watkins LLP (“Latham”) as legal counsel and Pareto as financial advisor because of each advisor’s knowledge, expertise and experience with public merger and acquisition transactions, including take-private transactions involving the industries in which the parties operate. In late July 2021, the Navios Acquisition Special Committee executed an engagement letter with Latham. With the assistance of Latham, the Navios Acquisition Special Committee negotiated and executed an engagement letter with Pareto effective July 28, 2021.

On July 29, 2021, Navios Partners delivered a letter to the Navios Acquisition Board to propose the Proposed Transaction (the “Initial Proposal”). The Initial Proposal contemplated that (a) Navios Acquisition would issue to Navios Partners $150.0 million of Navios Acquisition Common Shares (the “NMM Equity Issuance”) in exchange for $150.0 million in cash (the “NMM Subscription Consideration”), or $2.69 per Navios Acquisition Common Share, which represented an 8.6% premium over the most recent closing trading price of Navios Acquisition Common Shares, (b) Navios Acquisition and its subsidiaries would enter into loan agreements with certain lenders pursuant to which NNA and its subsidiaries would borrow (the “Debt Financing”) from such lenders approximately $260 million, in the aggregate, (c) Navios Acquisition would use the proceeds from the NMM Equity Issuance and the Debt Financing to defease the approximate $398 million of certain Ship Mortgage Notes issued by Navios Acquisition and its wholly owned subsidiary, Navios Acquisition Finance (US) Inc., which Ship Mortgage Notes were scheduled to mature in November 2021, (d) Navios Acquisition and NSM, would amend the terms of a secured loan (the “NSM Loan”) made by NSM to Navios Acquisition to, among other things, provide for the issuance to NSM of $30 million of Navios Acquisition Common Shares (the “NSM Equity Issuance”) in exchange for the cancellation of $30 million outstanding under the NSM Loan (the “NSM Subscription Consideration”), the forfeiture by NSM of certain rights under the NSM Loan and the release of collateral securing the NSM Loan and (e) Navios Acquisition would enter into a loan agreement with Navios Partners pursuant to which Navios Partners would provide to Navios Acquisition a working capital facility (such transactions, collectively, the “Initial Transactions”). Following the Initial Transactions, Navios Acquisition would merge with a wholly owned subsidiary of Navios Partners (the “Merger”) and each Navios Acquisition Common Share (other than Navios Acquisition Common Shares owned by Navios Partners or Navios Acquisition) would be exchanged for 0.1222 of a Navios Partners Common Unit, which represented an 8.6% premium over the most recent closing trading price of Navios Acquisition Common Shares.

On July 30, 2021, the Navios Acquisition Special Committee met via videoconference. At the meeting, representatives of Latham and Pareto discussed with the Navios Acquisition Special Committee, among other matters, the terms of the Initial Proposal and a potential process pursuant to which the Navios Acquisition

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Special Committee would evaluate, negotiate and review the Proposed Transaction in coordination with its advisors.

Commencing in August 2021, Latham and Pareto conducted diligence and analysis of the Proposed Transaction, providing periodic updates to the Navios Acquisition Special Committee.

On August 5, 2021, representatives of Pareto met via videoconference with certain management members of Navios Partners, including Efstratios Desypris, Chief Financial Officer of Navios Partners, and representatives of the financial advisors to Navios Partners. During the meeting, management of Navios Partners presented Navios Partners’ rationales for the terms of the Initial Proposal, and representatives of Pareto asked various financial diligence questions related to Pareto’s preliminary valuation of Navios Partners.

On August 10, 2021, the Navios Acquisition Special Committee met via videoconference with representatives of Pareto and Latham to further review the terms of the Initial Proposal and to discuss Pareto’s preliminary financial analysis of the Initial Proposal and the Proposed Transaction. After discussion, the Navios Acquisition Special Committee authorized representatives of Pareto to negotiate on behalf of the Navios Acquisition Special Committee for an increased exchange ratio.

That same day, representatives of Pareto met via videoconference with representatives of the financial advisors to Navios Partners. During the meeting, representatives of Pareto indicated that based on their financial analysis to date, Pareto believed the P/NAV pricing to be higher than the terms reflected in the Initial Proposal. Representatives of the financial advisors to Navios Partners agreed to discuss this point with Navios Partners.

On August 11, 2021, representatives of Pareto met via videoconference with representatives of the financial advisors to Navios Partners. During the meeting, representatives of the financial advisors to Navios Partners presented a revised offer on behalf of Navios Partners (the “Second Proposal”) consisting of an exchange ratio of 0.1265 of a Navios Partners Common Unit for each Navios Acquisition Common Share (other than the Excluded Shares), which represented a 31.67% premium over the most recent closing trading price of Navios Acquisition Common Shares.

Later that day, the Navios Acquisition Special Committee met via videoconference with representatives of Pareto and Latham to review the terms of the Second Proposal. Representatives from Pareto presented a revised financial analysis based on the terms of the Second Proposal. After discussion, the Navios Acquisition Special Committee authorized representatives of Pareto to negotiate on behalf of the Navios Acquisition Special Committee for a further increased exchange ratio.

That same day, representatives of Pareto met via videoconference with representatives of the financial advisors to Navios Partners. During the meeting, representatives of Pareto presented a revised offer (the “Counterproposal”) consisting of an exchange ratio of 0.1275 of a Navios Partners Common Unit for each Navios Acquisition Common Share (other than the Excluded Shares) (the “Exchange Ratio”), which represented a 32.58% premium over the most recent closing trading price of Navios Acquisition Common Shares. Later that day, representatives of the financial advisors to Navios Partners held a teleconference with representatives of Pareto wherein the financial advisors to Navios Partners, on behalf of Navios Partners, agreed to the terms of the Counterproposal, subject to negotiation of acceptable transaction documents.

On August 16, 2021, Fried, Frank, Harris, Shriver & Jacobson LLP (“Fried Frank”), legal advisor to Navios Partners, sent the initial draft of the Merger Agreement to Latham, who reviewed the draft with the Navios Acquisition Special Committee.

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On August 20, 2021, representatives of Latham’s tax team discussed tax-related structuring considerations with representatives of Fried Frank’s tax team.

On August 21, 2021, as authorized by the Navios Acquisition Special Committee, Latham sent a revised draft of the Merger Agreement to Fried Frank reflecting the comments discussed with the Navios Acquisition Special Committee. The revised draft of the Merger Agreement included transfer restrictions with respect to Navios Acquisition Common Shares held by Navios Partners during the interim period, eliminated the ability of either party to terminate the Merger Agreement in the event that the Navios Acquisition stockholder approval was not obtained at the special meeting of holders of Navios Acquisition Common Shares, deleted the right of Navios Partners to terminate the Merger Agreement upon an adverse recommendation change by the Navios Acquisition Board, added the right of Navios Acquisition to terminate the Merger Agreement to pursue a superior proposal and revised the termination fee provision such that the termination fee would be payable only in the event that Navios Acquisition terminated the Merger Agreement to pursue a superior proposal.

On August 22, 2021, Fried Frank sent a revised draft of the Merger Agreement to Latham. The revised draft of the Merger Agreement eliminated Navios Acquisition’s ability to terminate the Merger Agreement to pursue a superior proposal, reinserted Navios Partners’ ability to terminate the Merger Agreement upon an adverse recommendation change by the Navios Acquisition Board and revised the termination fee construct initially proposed by Navios Partners such that the termination fee (the “Termination Fee”) would be payable by Navios Acquisition to Navios Partners in the event that Navios Partners terminated the Merger Agreement upon an adverse recommendation change by the Navios Acquisition Board. Later that day, representatives of Fried Frank and Latham corresponded regarding further revisions to the Merger Agreement.

On August 23, 2021, the Navios Acquisition Special Committee met via videoconference with representatives of Latham and Pareto. Representatives of Latham reviewed with the Navios Acquisition Special Committee their duties and responsibilities under the Navios Acquisition Articles of Incorporation and the Marshall Islands Business Corporation Act (the “Marshall Islands Act”) in connection with reviewing and determining whether to approve the Merger and related transactions and summarized the terms of the Merger Agreement. After discussion regarding the terms of the Merger Agreement, the Navios Acquisition Special Committee determined to propose certain changes to the Merger Agreement, including deletion of the Termination Fee. The Navios Acquisition Special Committee requested a follow-up meeting later that day in order for representatives of Pareto to provide an updated financial analysis with respect to the Proposed Transaction.

Later that same day, the Navios Acquisition Special Committee met via videoconference with representatives of Latham and Pareto. Representatives of Pareto presented Pareto’s updated analysis of the Proposed Transaction, which included, among other things, a review of the due diligence performed to date, a summary of the valuation methodologies employed, a preliminary valuation of each of Navios Partners and Navios Acquisition, an overview of peer group benchmarks and trading multiples, a preliminary analysis of the value of the Navios Acquisition Public Common Shares in Navios Acquisition as a standalone company compared to the estimated value of such shares in the combined entity following the Merger and a preliminary analysis of the terms and conditions of the Proposed Transaction. The Navios Acquisition Special Committee then engaged in a discussion of the various components of the presentation, including the value that would be received by the holders of Navios Acquisition Public Common Shares under Navios Partners’ proposal.

Later on August 23, 2021, as authorized by the Navios Acquisition Special Committee, Latham sent a revised draft of the Merger Agreement to Fried Frank reflecting the comments discussed with the Navios Acquisition Special Committee, including the deletion of the Termination Fee.

Early in the morning of August 24, 2021, representatives of Fried Frank and Latham corresponded regarding further revisions to the Merger Agreement.

Later in the morning of August 24, 2021, the Navios Acquisition Special Committee met with representatives of Latham and Pareto. At the meeting, representatives of Pareto reviewed their financial analysis of the Merger and

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orally presented their opinion that, as of the date of the opinion, the Exchange Ratio is fair, from a financial point of view, to the holders of Navios Acquisition Public Common Shares, the NMM Subscription Consideration is fair, from a financial point of view, to Navios Acquisition, and the NSM Subscription Consideration is fair, from a financial point of view, to Navios Acquisition. Representatives of Latham then summarized the resolutions distributed to the Navios Acquisition Special Committee prior to the meeting. After discussing the presented materials, the Navios Acquisition Special Committee unanimously voted to (i) approve the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, the NMM Equity Issuance and the Initial Transactions and (ii) recommend that the Navios Acquisition Board (A) approve the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, the NMM Equity Issuance and the Initial Transactions, (B) submit the Merger Agreement to the holders of Navios Acquisition Common Shares for approval, (C) recommend that the holders of shares of Navios Acquisition Common Shares approve the Merger Agreement and the transactions contemplated thereby, including the Merger, upon the terms and conditions set forth in the Merger Agreement, and (D) cause Navios Acquisition to enter into the Merger Agreement and the agreements reflecting the Initial Transactions and consummate the NMM Equity Issuance, the Initial Transactions and the Merger upon the terms and conditions set forth in the Merger Agreement and the agreements reflecting the Initial Transactions (subject, in the case of the Merger, to obtaining the requisite approval of the holders of Navios Acquisition Common Shares).

On August 24, 2021, following the meeting of the Navios Acquisition Special Committee, the Navios Acquisition Board met, with representatives of Thompson Hine LLP, as corporate counsel to Navios Acquisition, and Latham present, to discuss the terms of the Merger Agreement and the recommendation of the Navios Acquisition Special Committee. Mr. Kokkinis reviewed the recommendation of the Navios Acquisition Special Committee. After discussing matters referenced above, the Navios Acquisition Board unanimously voted to (i) approve the Merger Agreement and the transactions contemplated thereby, including the Merger, (ii) submit the Merger Agreement to the holders of Navios Acquisition Common Shares for approval at a special meeting and (iii) authorize Navios Acquisition to enter into the Merger Agreement and, subject to obtaining the requisite approval of holders of Navios Acquisition Common Shares, consummate the Merger upon the terms and conditions set forth in the Merger Agreement.

Counsel to Navios Partners and the Navios Acquisition Special Committee subsequently finalized the negotiation of the Merger Agreement and the parties executed the Merger Agreement on August 25, 2021. On August 26, 2021, Navios Partners and Navios Acquisition issued a press release announcing the transaction.

Recommendation of the Navios Acquisition Special Committee and the Navios Acquisition Board

In anticipation of the possibility that Navios Partners may submit a proposal to the Navios Acquisition Board regarding a potential business combination of Navios Acquisition with Navios Partners, and in light of the potential conflicts that may exist between interests of Ms. Frangou and her affiliates, on the one hand, and the holders of Navios Acquisition Public Common Shares, on the other hand, the Navios Acquisition Board formed the Navios Acquisition Special Committee consisting of Christos Kokkinis, Brigitte Noury and Eleni Warren (each of whom are independent members of the Navios Acquisition Board). In connection therewith, the Navios Acquisition Board delegated to the Navios Acquisition Special Committee the power and authority to, among other things, engage in discussions, receive and address any proposals sent by Navios Partners relating to the Proposed Transaction, and to evaluate, negotiate and present to the Navios Acquisition Board the Navios Acquisition Special Committee’s recommendation with respect to the Proposed Transaction. The Navios Acquisition Board further resolved not to take any action to approve the Proposed Transaction without prior favorably recommendation by the Navios Acquisition Special Committee. The Navios Acquisition Special Committee was also authorized to retain independent legal and financial advisors.

The Navios Acquisition Special Committee, with the assistance of its advisors, reviewed, negotiated and evaluated the Merger Agreement and the transactions contemplated thereby, including the Merger, and certain related arrangements and agreements. Following that process, the Navios Acquisition Special Committee, by

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unanimous vote at a meeting held on August 24, 2021, (i) determined in good faith that the Merger Agreement and the transactions contemplated thereby, including the Merger, the NMM Equity Issuance and the Initial Transactions, are in the best interests of Navios Acquisition and the holders of Navios Acquisition Public Common Shares, (ii) approved the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, the NMM Equity Issuance and the Initial Transactions and (iii) recommended that the Navios Acquisition Board (A) approve the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, the NMM Equity Issuance and the Initial Transactions, (B) submit the Merger Agreement to the holders of Navios Acquisition Common Shares for approval, (C) recommend that the holders of shares of Navios Acquisition Common Shares approve the Merger Agreement and the transactions contemplated thereby, including the Merger, upon the terms and conditions set forth in the Merger Agreement, and (D) cause Navios Acquisition to enter into the Merger Agreement and the agreements reflecting the Initial Transactions and consummate the NMM Equity Issuance, the Initial Transactions and the Merger upon the terms and conditions set forth in the Merger Agreement and the agreements reflecting the Initial Transactions (subject, in the case of the Merger, to obtaining the requisite approval of the holders of Navios Acquisition Common Shares).

Based on the Navios Acquisition Special Committee’s recommendation, the Navios Acquisition Board, at a meeting held on August 24, 2021, unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger, the NMM Equity Issuance and the Initial Transactions.

Reasons for the Navios Acquisition Special Committee’s Recommendation

The Navios Acquisition Special Committee considered many factors in making its determination, providing its approval and making its recommendation. The Navios Acquisition Special Committee consulted with its financial and legal advisors and viewed the following factors as being generally positive or favorable in coming to its determination, its decision to provide its approval and its related recommendation:

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The Navios Acquisition Special Committee considered the following factors to be generally negative or unfavorable in making its determination that the Merger Agreement and the transactions contemplated thereby are in the best interests of Navios Acquisition and the holders of Navios Acquisition Public Common Shares:

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The foregoing discussion is not intended to be exhaustive, but is intended to address the material information and principal factors considered by the Navios Acquisition Special Committee in considering the Merger. In view of the number and variety of factors and the amount of information considered, the Navios Acquisition Special Committee did not find it practicable to, and did not make specific assessments of, quantify or otherwise assign relative weights to, the specific factors considered in reaching its determination. In addition, the Navios Acquisition Special Committee did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination, and individual members of the Navios Acquisition Special Committee may have given different weights to different factors. The Navios Acquisition Special Committee made its determination, approval and recommendation based on the totality of information presented to, and the investigation conducted by, the Navios Acquisition Special Committee. It should be noted that certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

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Unaudited Financial Projections of Navios Partners and Navios Acquisition

In connection with the Proposed Transactions, management of Navios Acquisition provided internal non-public projections relating to Navios Acquisition, and management of Navios Partners provided internal non-public projections relating to Navios Partners, in each case to the Navios Acquisition Special Committee and its financial advisor Pareto for their use in negotiating the terms of the Transaction with Navios Partners and for use by Pareto in connection with its performance of its financial analysis and delivery of its opinion to the Navios Acquisition Special Committee. The projections for Navios Acquisition were prepared on a stand-alone basis (assuming the consummation of the Initial Transactions) and the projections for Navios Partners did not reflect the ownership position in Navios Acquisition acquired as a result of the initial transactions. A summary of these projections, rounded to the nearest million, is included below to give holders of Navios Acquisition Common Shares access to certain non-public unaudited prospective financial information that was made available to Pareto, the Navios Acquisition Special Committee and the Navios Acquisition Board in connection with the Transaction.

You should be aware that uncertainties are inherent in prospective financial information of any kind. Neither Navios Partners nor Navios Acquisition, nor any of their respective affiliates, advisors, officers, directors or representatives, have made or make any representation or can give any assurance to any holder of Navios Acquisition Common Shares or any other person regarding the ultimate performance of Navios Acquisition or Navios Partners compared to the summarized information set forth below or that any such results will be achieved.

The inclusion of the following summary projections in this proxy statement/prospectus should not be regarded as an indication that Navios Partners, Navios Acquisition or their respective representatives considered or consider the projections to be a reliable or accurate prediction of future performance or events, and the summary projections set forth below should not be relied upon as such.

The projected financial information included in this proxy statement/prospectus has been prepared by, and is the responsibility of, Navios Acquisition’s and Navios Partners’ management. The Navios Acquisition and Navios Partners projections were not prepared with a view toward public disclosure or toward compliance with U.S. GAAP, the published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants. Neither PricewaterhouseCoopers S.A. (“PwC”), Ernst & Young (Hellas) Certified Auditors Accountants S.A. (“EY”), nor any other independent registered public accounting firm has audited, reviewed, compiled, examined or applied agreed-upon procedures with respect to the accompanying prospective financial information contained in the projections and accordingly, PwC and EY express no opinion or any other form of assurance with respect thereto. The PwC report included in Navios Partners’ Annual Report on Form 20-F for the fiscal year ended December 31, 2020, which is incorporated by reference in this proxy statement/prospectus, relates to historical financial statements of Navios Partners, and the EY report included in Navios Acquisition’s Annual Report on Form 20-F for the fiscal year ended December 31, 2020, which is incorporated by reference in this proxy statement/prospectus, relates to historical financial information of Navios Acquisition. Such reports do not extend to the projected financial information and should not be read as if it does. None of the Navios Partners Board, Navios Acquisition Board or the Navios Acquisition Special Committee prepared the summarized information, and none of the Navios Partners Board, the Navios Acquisition Board, the Navios Acquisition Special Committee, Navios Partners or Navios Acquisition gives any assurance regarding the summarized information. The internal financial projections of Navios Acquisition and Navios Partners are inherently subjective in nature, susceptible to interpretation and, accordingly, such forecasts may not be achieved.

The projections summarized below reflect numerous assumptions made by management of Navios Partners and Navios Acquisition, including material assumptions that may not be realized and are subject to significant uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of the preparing party. Accordingly, there can be no assurance that the assumptions made in preparing the projections will prove accurate. There will be differences between actual and forecasted results, and the differences may be material. The risk that these uncertainties and contingencies could cause the assumptions to fail to be reflective of actual results is further increased due to the length of time in the future over which these

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assumptions apply. Any inaccuracy of assumptions and projections in early periods could have a compounding effect on the projections shown for the later periods. Accordingly, any failure of an assumption or projection to be reflective of actual results in an early period could have a greater effect on the projected results failing to be reflective of actual events in later periods. The projections presented are forward-looking in nature, subject to risks and uncertainties and, therefore, should be read in light of the factors discussed under the heading “Cautionary Note Regarding Forward-Looking Statements.”

Some of the above measures are not measures of financial performance under U.S. GAAP, and should not be considered as alternatives to net income (loss), operating income, or other performance measures derived in accordance with U.S. GAAP. Navios Partners’ and Navios Acquisition’s computations of these measures may differ from similarly titled measures used by others.

NEITHER NAVIOS ACQUISITION NOR NAVIOS PARTNERS INTENDS TO UPDATE OR OTHERWISE REVISE THE ABOVE PROSPECTIVE FINANCIAL INFORMATION TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE SUCH PROSPECTIVE FINANCIAL INFORMATION WAS PREPARED OR TO REFLECT THE OCCURRENCE OF SUBSEQUENT EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH PROSPECTIVE FINANCIAL INFORMATION ARE NO LONGER APPROPRIATE.

Opinion of Financial Advisor to the Navios Acquisition Special Committee

On August 23, 2021, Pareto, financial advisor to the Navios Acquisition Special Committee, delivered its oral opinion to the Navios Acquisition Special Committee, which opinion was subsequently confirmed by delivery of a written opinion dated August 25, 2021, to the effect that, as of such date and based upon and subject to the various assumptions, qualifications and limitations set forth in Pareto’s opinion, (i) the Exchange Ratio was fair, from a financial point of view, to the holders of Navios Acquisition Public Common Shares, (ii) the Navios Partners Subscription Consideration was fair, from a financial point of view, to Navios Acquisition and (iii) the NSM Subscription Consideration was fair, from a financial point of view, to Navios Acquisition.

The full text of the written opinion of Pareto sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken by Pareto in rendering its opinion, and is attached hereto as Annex B. You are encouraged to read Pareto’s opinion carefully and in its entirety.

Pareto’s opinion was prepared at the request, and provided for the information, of the members of the Navios Acquisition Special Committee (solely in their capacity as such), in connection with and for the purpose of its evaluation of the Transaction and does not address any other term or agreement relating to the Transaction. Pareto was not requested to opine as to, and this opinion does not address, the underlying business decision of

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Navios Acquisition to effect the Transaction, including the Merger, the relative merits of the Transaction, including the Merger, as compared to any alternative business strategies that might exist for Navios Acquisition or the effect of any other transaction in which Navios Acquisition might engage. In addition, this opinion does not address what the value of the Navios Partners Common Units actually would be when issued pursuant to the Merger or the price at which the Navios Partners Common Units would trade at any time. Pareto expressed no opinion on, and its opinion does not in any manner address, the fairness of any consideration, other than the Exchange Ratio, the Navios Partners Subscription Consideration or the NSM Subscription Consideration, that is payable to or receivable from (i) Navios Acquisition or any entity that is partially or wholly owned, directly or indirectly, by Navios Acquisition, (ii) Navios Partners or any entity that is partially or wholly owned, directly or indirectly, by Navios Partners, excluding Navios Acquisition and any entity that is partially or wholly owned, directly or indirectly, by Navios Acquisition or (iii) NSM or its affiliates, in connection with the Transaction. Furthermore, Pareto expressed no opinion on, and its opinion does not in any manner address, the fairness (financially or otherwise) of the amount or nature or any other aspect of any compensation to any officers, directors or employees of any parties to the Transaction, or any class of such persons, relative to the Exchange Ratio, the Navios Partners Subscription Consideration or the NSM Subscription Consideration. Pareto was not requested to opine as to, and its opinion does not intend to be and does not constitute a recommendation to any holder of Navios Acquisition Common Shares as to, how such holder should vote or act on any matters relating to the Merger. The summary of the Pareto opinion set forth herein is qualified in its entirety by reference to the full text of the opinion attached hereto as Annex B.

In conducting its investigation and analyses and in arriving at its opinion, Pareto reviewed such information and took into account such financial and economic factors, investment banking procedures and considerations as it deemed relevant under the circumstances. Subject to the various assumptions, qualifications and limitations set forth in its opinion, Pareto has, among other things:

In arriving at its opinion, Pareto assumed and relied upon, without independent verification, the accuracy and completeness of all financial, accounting, tax and other information that was available to Pareto from public sources, that was provided to Pareto by Navios Acquisition or its representatives, or that was otherwise reviewed by or discussed with Pareto and upon the assurances of the management of Navios Acquisition that they were not aware of any relevant information that had been omitted or that remained undisclosed to Pareto. With respect to financial projections and other information relating to Navios Acquisition and Navios Partners provided to or

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otherwise reviewed by or discussed with Pareto, Pareto was advised by the respective managements of Navios Acquisition and Navios Partners that such forecasts and other information were reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of Navios Acquisition and Navios Partners as to the future operating and financial performance of Navios Acquisition and Navios Partners. Pareto assumed no responsibility for and expressed no view or opinion as to such forecasts and other information or the assumptions on which they are based.

In arriving at its opinion, Pareto further assumed, with the consent of the Navios Acquisition Special Committee, that (i) the Transaction, including the Merger, would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement, (ii) the final terms of the Merger Agreement and the other Transaction Documents would conform in all material respects to the terms of the drafts reviewed by Pareto, (iii) there would be no change in the assets, liabilities, financial condition, results of operations, business or prospects of Navios Acquisition or Navios Partners since the date of the most recent information made available to Pareto that would be material to the analyses conducted by Pareto, and that there was no information or facts that would make the information reviewed by Pareto incomplete or misleading, and (iv) all governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction, including the Merger, would be obtained, and no delay, limitation, restriction or condition would be imposed that would have an adverse effect on the Navios Acquisition, Navios Partners or the contemplated benefits of the Transaction, including the Merger.

In each case, Pareto has made the assumptions and taken the actions or inactions described in the opinion with the knowledge and consent of the Navios Acquisition Special Committee. In conducting its review and arriving at its opinion, no due diligence review or other verification exercises were performed by Pareto in connection with the Transaction. Pareto has not conducted any analysis concerning the solvency of Navios Acquisition and Navios Partners or obtained any evaluations or appraisals, other than noting the imminent debt maturities of Navios Acquisition.

Pareto’s opinion necessarily was based on economic, monetary market and other conditions as in effect on, and the information made available to Pareto as of, the date of the opinion, and does not predict or take into account any changes which may occur, or information which may become available, after that date. Pareto assumes no responsibility for advising any person of any change in any matter affecting its opinion or for updating or revising its opinion based on circumstances or events occurring after the date thereof.

Pareto’s opinion was only one of many factors considered by the Navios Acquisition Special Committee in its evaluation of the Transaction and should not be viewed as determinative of the views of the members of the Navios Acquisition Special Committee with respect to the Transaction, including the Merger, or the Exchange Ratio, the Navios Partners Subscription Consideration or the NSM Subscription Consideration. Set forth below is a summary of the material financial analyses reviewed by Pareto with the Navios Acquisition Special Committee on August 25, 2021, in connection with the rendering of its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Pareto. The order of the analyses described and the results of these analyses do not represent the relative importance or weight given to these analyses by Pareto. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before August 25, 2021 and is not necessarily indicative of subsequent or current market conditions.

Merger Analysis

Methodologies

In arriving at Pareto’s opinion as to (i) the fairness to the holders of Navios Acquisition Public Common Shares, from a financial point of view, of the Exchange Ratio, (ii) the fairness to Navios Acquisition, from a financial point of view, of the Navios Partners Subscription Consideration and (iii) the fairness to Navios Acquisition, from a financial point of view, of the NSM Subscription Consideration, Pareto focused on the following

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valuation methodologies: net asset value (“NAV”) for each of Navios Acquisition and Navios Partners, and comparable company trading analysis. As both Navios Acquisition and Navios Partners are ship owning companies with similar assets, the NAV methodology was chosen as this compares the value of the underlying assets of the two companies. A comparable company trading analysis was conducted by calculating different value to earnings metrics for comparable companies, and the enterprise value (“EV”) to earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiple was emphasized as it is a commonly applied earnings metric for publicly traded ship owning companies.

NAV Analysis

In arriving at an estimate of NAV for each of Navios Acquisition and Navios Partners, Pareto reviewed vessel appraisals from independent third-party ship brokers and industry valuation databases. The fair market value estimates contained in such appraisals were, as is customary in ship valuations, based on an assessment of the values that could be achieved in transactions involving a willing buyer and a willing seller.

Pareto utilized an unadjusted NAV analysis to assess the value of the ships without charters attached to arrive at an implied asset value for Navios Acquisition’s and Navios Partners’ fleets.

In conducting the NAV analysis, Pareto included the gross asset value (“GAV”) based on broker quotes and Pareto Securities Equity Research estimates with the cash balance of Navios Acquisition and Navios Partners as of June 30, 2021. Further, Pareto subtracted Navios Acquisition’s and Navios Partners’ gross debt, as estimated by or for the respective managements of Navios Acquisition and Navios Partners as per June 30, 2021, from the total fair market value of Navios Acquisition’s and Navios Partners’ fleets, to arrive at a NAV for each of Navios Acquisition and Navios Partners.

A summary of the analyses is provided below (values in millions except per share/unit data):

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From this NAV analysis, Pareto derived (i) an implied equity value range for Navios Acquisition of approximately $35.5 million to approximately $71 million, representing a range of approximately $2.04 per share to approximately $4.09 per share, and (ii) an implied equity value range for Navios Partners of approximately $723 million to approximately $2,261 million, representing a range of approximately $26.43 per unit to approximately $82.64 per unit.

Applying a relative NAV analysis, the implied percentage ownership of the combined company by existing shareholders of Navios Acquisition would be 3.7%. Based on the Exchange Ratio, the existing shareholders of Navios Acquisition excluding NSM will own, in the aggregate, approximately 7.2% of the Navios Partners equity immediately following the Merger.

Comparable Company Trading Analysis

In order to assess how the public market values equity shares/units of similar publicly traded companies, Pareto reviewed and compared specific financial data relating to Navios Acquisition to that of a group of selected companies that Pareto deemed to have similar business and industry characteristics as Navios Acquisition. The publicly traded companies that Pareto deemed to have similar characteristics to those of Navios Acquisition for the purposes of its analysis were the following:

None of the selected publicly traded companies are identical or directly comparable to Navios Acquisition. Such companies were selected on the basis of comparable characteristics, such as industry segment, business model and fleet composition. The selected companies have exposure towards product and/or tanker shipping by owning and/or operating vessels.

As part of its analysis, Pareto calculated and analyzed for each respective company (i) the ratios of EV to EBITDA from 2021 to 2024, (ii) the ratios of EV to EBIT from 2021 to 2024 and (iii) the price-to-earnings ratios from 2021 to 2024. Pareto calculated all multiples based on closing share/unit prices as of August 24, 2021 for each respective company. The financial data for the selected publicly traded companies were based on publicly available filings and financial consensus projections provided by FactSet. Due to limited research coverage of the selected companies by equity analysts, lack of forecasted financials and metrics represented a challenge for valuation purposes. However, consensus EBITDA numbers were available for all companies in the group of comparable companies, with the exception of Hafnia Ltd. Based on available data points, EV to (consensus) EBITDA was selected as the best valuation metric. Pareto limited the forward-looking analysis based on multiples to 2021 and 2022 to ensure sufficient and valid consensus estimates. EV to EBITDA is a commonly applied earnings metric for publicly traded ship owning companies. The valuation metric also makes it possible to compare market value to earnings without distorting effects from differences in capital structure.

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The calculations in the table below reflect a pricing in line with the results of the comparable company trading analysis:

From this comparable company trading analysis, Pareto derived an implied equity value range for Navios Acquisition of approximately $3 million to approximately $230.2 million, representing a range of approximately $0.17 per share to approximately $13.25 per share.

Further, the NAV analysis was complemented with comparable GAV and NAV metric analyses, comparing the valuation metrics of Navios Acquisition to that of the selected publicly traded companies.

In conducting a comparable NAV analysis, Pareto included GAV with the cash balances of the reference companies as of June 30, 2021. Further, Pareto subtracted the gross debt of each company, as publicly available, from the total fair market value of such company’s fleets, to arrive at a NAV for such company. Pareto calculated all multiples based on closing share/unit prices as of August 24, 2021 for each respective company, provided by FactSet.

Based on the calculations in the tables below, underlying asset values in Navios Acquisition is priced below peers:

From this comparable company trading analysis, Pareto derived an implied equity value for Navios Acquisition of approximately $(51.83) million, representing approximately $(2.98) per share.

General

The foregoing summary of material financial analyses performed by Pareto does not purport to be a complete description of the analyses or data presented by Pareto to the Navios Acquisition Special Committee. In connection with the review of the Transaction by the Navios Acquisition Special Committee, Pareto performed a

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variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Pareto’s opinion. In arriving at its opinion, Pareto considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Pareto made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. In addition, Pareto may have considered various assumptions more or less probable than other assumptions, so that the valuations resulting from any particular analysis described above should therefore not be taken to be Pareto’s view of the value of Navios Acquisition or Navios Partners. No company or partnership used in the above analyses is directly comparable to Navios Acquisition or Navios Partners. Further, Pareto’s analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies or partnerships, or transactions used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Navios Acquisition or Navios Partners.

Pareto prepared these analyses for the purpose of providing an opinion to the Navios Acquisition Special Committee as to the fairness, from a financial point of view and as of the date of such opinion: (i) to the holders of Navios Acquisition Public Common Shares, of the Exchange Ratio; (ii) to Navios Acquisition, of the Navios Partners Subscription Consideration and (iii) to Navios Acquisition, of the NSM Subscription Consideration, and did not constitute a recommendation of the Transaction to Navios Acquisition or a recommendation to any holder of Navios Acquisition Common Shares as to how that holder should vote on any matters relating to the Merger. These analyses do not purport to be appraisals or necessarily to reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Pareto’s analyses are inherently subject to substantial uncertainty, and Pareto assumes no responsibility if future results are materially different from those forecasted in such estimates. Each of the Exchange Ratio, the Navios Partners Subscription Consideration and the NSM Subscription Consideration was determined through arm’s length negotiations and was approved by the Navios Acquisition Special Committee and by the Navios Acquisition Board. Pareto did not recommend any specific consideration to the Navios Acquisition Special Committee or indicate that any given consideration constituted the only appropriate consideration.

The Navios Acquisition Special Committee agreed to cause Navios Acquisition to pay to Pareto $450,000, which became payable upon delivery of Pareto’s opinion and which was not contingent upon the conclusions of Pareto’s opinion or the consummation of the Merger. Additionally, the Navios Acquisition Special Committee agreed to cause Navios Acquisition to pay to Pareto $150,000, which will become payable upon closing of the Merger. The Navios Acquisition Special Committee has also agreed to cause Navios Acquisition to reimburse Pareto for its reasonable out-of-pocket expenses incurred in connection with its engagement and to indemnify and hold Pareto and its officers, employees, agents, affiliates and controlling persons, harmless from and against any losses, claims, damages, liabilities or expenses related to or arising out of Pareto’s engagement, any services provided thereunder or any transactions or proposed transactions related thereto.

During the last two years, Pareto has not had any material relationship with Navios Acquisition or Navios Partners in which compensation was received or is intended to be received by Pareto as a result of such relationship, except that certain affiliates of Pareto have provided certain financial services to certain companies affiliated with Navios Acquisition and Navios Partners, including acting as financial advisor to Navios Holdings in a business divestment transaction in 2019 and a financial advisor to the Special Committee of the board of directors of Navios Maritime Containers L.P. in a merger transaction in 2020. During 2019 and 2020, Navios Holdings and Navios Containers paid certain affiliates of Pareto $600,000 in total and $600,000 in total, respectively, and Navios Acquisition and Navios Partners have not paid any fees to affiliates of Pareto. Such affiliates of Pareto have received customary compensation for such services. Pareto and its affiliates may provide financial or other services to Navios Acquisition, Navios Partners and their affiliates in the future, and in connection with any such services, Pareto and its affiliates may receive compensation.

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As part of its investment banking business, Pareto is engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, private placements and related financings, bankruptcy reorganizations and similar recapitalizations, negotiated underwritings, secondary distributions of listed and unlisted securities, and valuations for corporate and other purposes. As of the date hereof, Pareto does not have any ownership of equity securities in Navios Acquisition or Navios Partners. In the ordinary course of its business, affiliates of Pareto may have long or short positions, either on a discretionary or nondiscretionary basis, for their own account or for those of its clients, in the debt and equity securities (or related derivative securities) of Navios Acquisition or Navios Partners.

Reasons for the Approval of the Navios Partners Conflicts Committee and the Navios Partners Board

On August 24, 2021, at a meeting of the Conflicts Committee of the Navios Partners Board attended by Navios Partners’ financial and legal advisors, the Conflicts Committee:

Also on August 24, 2021, at a meeting of the Navios Partners Board attended by Navios Partners’ financial and legal advisors and members of management of Navios Partners, the Navios Partners Board:

Each of the Conflicts Committee and the Navios Partners Board considered many factors in making its determination. Each of the Conflicts Committee and the Navios Partners Board consulted with Navios Partners’ financial and legal advisors and viewed the following factors as being generally positive or favorable in arriving at its determination:

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Each of the Conflicts Committee and the Navios Partners Board also considered a variety of risks and other potential negative factors with respect to the transactions, including the following:

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After taking into account all of the factors set forth above, as well as others, the Conflicts Committee concluded that the potential benefits of the Merger and the related transactions, including the NMM Equity Issuance, the Supplemental Loan Agreement, the HCB Loan, the BNP Loan, the NMM Loan Agreement and the issuance of Navios Partners common units in connection with the Merger, outweighed any negative or unfavorable considerations, and determined that the Merger Agreement and the transactions contemplated thereby, including the NMM Equity Issuance, the Merger, the Supplemental Loan Agreement, the HCB Loan, the BNP Loan, the NMM Loan Agreement and the issuance of Navios Partners Common Units in connection with the Merger, are in the best interests of Navios Partners and its unitholders (excluding the general partner of Navios Partners and its affiliates). The Navios Partners Board determined that the Merger Agreement and the transactions contemplated thereby, including the NMM Equity Issuance, Merger, the Supplemental Loan Agreement, the HCB Loan, the BNP Loan, the NMM Loan Agreement and the issuance of Navios Partners common units in connection with the Merger, are in the best interests of Navios Partners and its unitholders.

The foregoing discussion is not intended to be exhaustive, but is intended to address the material information and principal factors considered by the Conflicts Committee or the Navios Partners Board in considering the Merger and the related transactions. In view of the number and variety of factors and the amount of information considered, neither the Conflicts Committee nor the Navios Partners Board found it practicable to, and did not make specific assessments of, quantify or otherwise assign relative weights to, the specific factors considered in reaching its determination. In addition, neither the Conflicts Committee nor the Navios Partners Board undertook to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination, and individual members of the Conflicts Committee and the Navios Partners Board may have given different weights to different factors. Each of the Conflicts Committee and the Navios Partners Board separately made its determination based on the totality of information presented to, and the investigation conducted by, it. It should be noted that certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Note Regarding Forward-Looking Statements.”

Interests of Navios Acquisition’s Directors and Officers and Major Shareholders in the Transactions

Navios Partners beneficially owns 44,117,647, or approximately 62.4%, of the outstanding Navios Acquisition Common Shares. Navios Holdings, which owns approximately 9.6% of the common units of Navios Partners, beneficially owns (through one of its wholly owned subsidiaries) 4,865,147, or approximately 6.9%, of the outstanding Navios Acquisition Common Shares. Angeliki Frangou, who serves as the Chairman and Chief Executive Officer of Navios Acquisition, Navios Partners and Navios Holdings, as the Chief Executive Officer of NSM, and is the indirect owner of all of the equity of NSM and of the general partner of Navios Partners, beneficially owns 9,384,633, or approximately 13.3% of the outstanding Navios Acquisition Common Shares (including 8,823,529 Navios Acquisition Common Shares Ms. Frangou owns through NSM, which is 100% indirectly owned by her and 100,000 Navios Acquisition Common Shares subject to an option with an exercise price of $58.65 per share).

The Navios Acquisition Common Shares beneficially owned by Navios Partners were issued to it by Navios Acquisition in the NMM Equity Issuance pursuant to the Merger Agreement as of August 25, 2021, at a price of $3.40 per share in cash, or $150.0 million. Net proceeds from the NMM Equity Issuance and NNA Debt Financing were used to satisfy and discharge Navios Acquisition’s obligations under the indenture relating to the Ship Mortgage Notes due November 15, 2021. The Navios Acquisition Common Shares owned by Navios Partners will be cancelled in the Merger for no consideration.

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The 4,865,147 Navios Acquisition Common Shares beneficially owned by Navios Holdings (through one of its wholly owned subsidiaries) will convert into Navios Partners Common Units in the Merger on the same terms as is applicable to the other shareholders of Navios Acquisition.

The 8,823,529 Navios Acquisition Common Shares that Ms. Frangou beneficially owns through NSM were issued to NSM by Navios Acquisition in the NSM Equity Issuance as of August 25, 2021 in exchange for the cancellation of $30.0 million ($3.40 per share) of the approximately $98.1 million of the then outstanding balance of the NSM Loan in accordance with the NSM Loan Amendment. Also, under the NSM Loan Amendment,, NSM released all of the collateral securing the NSM Loan (to allow the Ship Mortgage Notes released collateral to be included in the collateral securing Navios Acquisition’s newly arranged secured term loan financings) and surrendered its option to exchange all or a portion of the NSM Loan for equity of Navios Acquisition’s material subsidiary, Navios Maritime Midstream Partners L.P., and NNA repaid on August 25, 2021, $35.0 million of the outstanding balance of the NSM Loan in cash and agreed to repay the remainder of the outstanding portion of the NSM Loan, of approximately $33.1 million, in cash on January 7, 2022.

The 9,284,633 Navios Acquisition Common Shares beneficially owned by Ms. Frangou (including the 8,823,529 Navios Acquisition Common Shares held by NSM, but excluding the 100,000 Navios Acquisition Common Shares subject to an option) will convert into Navios Partners Common Units in the Merger on the same terms as is applicable to the other shareholders of Navios Acquisition. The option held by Ms. Frangou to purchase 100,000 Navios Acquisition Common Shares at an exercise price of $58.65 per share will as a result of the Merger become an exercise to purchase 12,750 Navios Partners Common Units at a price of $460 per unit.

Navios Acquisition is a party to a management agreement and an administrative services agreement with Navios Tankers Management Inc. (the “NNA Manager”) pursuant to which NNA Manager provides commercial and technical ship management services and administrative management services to Navios Acquisition in exchange for fees. As a result of the Merger, these agreements will be indirectly assumed by Navios Partners by reason of Navios Acquisition becoming a wholly owned subsidiary of Navios Partners.

In connection with the execution of the Merger Agreement, on August 24, 2021, Navios Acquisition and Navios Partners entered into the NMM Loan Agreement under which Navios Partners provided Navios Acquisition with a $45.0 million interim working capital facility. As of the date of this proxy statement/prospectus, the full amount of the facility has been drawn. The full amounts borrowed, including accrued and unpaid interest are due and payable on the date that is one year following the date of the draw. The facility bears interest at the rate of 11.50% per annum.

Excluding Ms. Frangou, the directors and executive officers of Navios Acquisition collectively hold less than 1.0% of Navios Acquisition Common Shares.

Navios Partners and its affiliates are also parties to several agreements and transactions with Navios Acquisition. For additional information, see the section entitled “Related Party Transactions.”

The Navios Acquisition Special Committee was aware of these additional and/or differing interests and potential conflicts and considered them, among other matters, in evaluating, negotiating and approving the Merger Agreement.

Director and Officer Indemnification and Insurance

Under the terms of the Merger Agreement, from the Effective Time through the sixth anniversary of the Effective Time, Navios Partners will cause the surviving corporation to indemnify and hold harmless against any reasonable costs or expenses, judgments, fines, losses, claims, damages or liabilities, penalties and amounts paid in settlement in connection with any actual or threatened civil, criminal, regulatory or administrative actions, suits, claims, hearings, demands, arbitrations, inquiries, subpoenas, investigations or proceedings arising from acts or omissions occurring at or prior to the Effective Time.

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Under the terms of the Merger Agreement, for six years after the Effective Time, Navios Partners will cause the surviving corporation to maintain officers’ and directors’ liability insurance covering each current and former director and officer of Navios Acquisition and its subsidiaries, on terms substantially no less advantageous to such individuals than the insurance existing at the Effective Time, subject to a cap on the cost of such coverage.

Regulatory Matters

In connection with the Merger, Navios Partners intends to make all required filings under the Securities Act and the Exchange Act, as well as any required filings or applications with the NYSE. Navios Partners and Navios Acquisition are unaware of any other requirement for the filing of information with, or the obtaining of the approval of, governmental authorities in any jurisdiction that is applicable to the Merger.

Conversion of Navios Acquisition Common Shares

The conversion of Navios Acquisition Common Shares (other than Excluded Shares) into the right to receive the Merger Consideration will occur automatically upon completion of the Merger. As soon as reasonably practicable after completion of the Merger, an exchange agent engaged by Navios Partners will exchange certificates or book-entry shares representing Navios Acquisition Common Shares for Merger Consideration to be received by holders of Navios Acquisition Common Shares pursuant to the terms of the Merger Agreement.

Following the Merger, if you are a shareholder of record of Navios Acquisition Common Shares (other than Excluded Shares) at the Effective Time, you will receive a letter of transmittal and instructions on how to obtain the Merger Consideration in exchange for your Navios Acquisition Common Shares. You must return the completed letter of transmittal and surrender your Navios Acquisition Common Shares as described in the instructions, and you will receive the Merger Consideration after the exchange agent receives your completed letter of transmittal and/or such other documents that may be required by the exchange agent.

For each Navios Acquisition Common Share recorded as held by a shareholder of record at the Effective Time, each holder of such Navios Acquisition Common Shares (other than Excluded Shares) will be entitled to receive 0.1275 of a Navios Partners Common Unit. No fractional units shall be issued in the Merger. Each holder of Navios Acquisition Common Shares who would otherwise have been entitled to receive a fractional unit of Navios Partners Common Units in the Merger (after taking into account all Navios Acquisition Common Shares held by such holder immediately prior to the Effective Time) of 0.5 or above shall receive in the Merger, in lieu of such fractional unit, a full Navios Partners Common Unit, and each holder of Navios Acquisition Common Shares who would otherwise have been entitled to receive a fractional unit of Navios Partners Common Units (after taking into account all Navios Public Common Shares held by such holder immediately prior to the Effective Time) of less than 0.5 shall receive no consideration for such fractional unit, which shall be forfeited.

Accounting Treatment of the Merger

Navios Partners intends to account for the merger “as a business combination,” which will result in the application of the “acquisition method,” as defined under ASC 805, Business Combinations, as well as the recognition of the equity interest in Navios Acquisition not held by Navios Partners to its fair value at the date the controlling interest is acquired by Navios Partners as non-controlling interest on the consolidated balance sheet. Under the acquisition method, the consideration paid by Navios Partners in connection with the transaction will be allocated to Navios Acquisitions’ net assets based on their estimated fair values as of date of NMM Equity Issuance. The excess of the total purchase consideration, including the fair value of the recognized non-controlling interest at the NMM Equity Issuance date, over the fair value of the identifiable net assets acquired will be allocated to goodwill or negative goodwill as the case may be. This method may result in the carrying value of assets, including goodwill or negative goodwill, acquired from Navios Acquisition being substantially different from the former carrying values of those assets. The purchase price allocation is subject to refinement as Navios Partners completes the valuation of the assets acquired and liabilities assumed. The results

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of operations of Navios Acquisition will be included in Navios Partners’ consolidated results of operations only for periods subsequent to the completion of the acquisition. Upon closing of the Merger and the acquisition by Navios Partners of the remaining equity interest on Navios Acquisition, Navios Partners will recognize the fair value of the purchase consideration consisting of the fair value of the Units issued to the holders of Navios Acquisition shares not controlled by Navios Partners as an increase of Partners’ Capital and eliminate the previously recognized non-controlling interest. Any difference arising between the fair value of the purchase consideration and the carrying amount of the non-controlling interest at the date of the closing will be recorded to Partners’ Capital.

Listing of Navios Partners Common Units to be Issued in the Merger

Navios Partners expects to obtain approval to list the Navios Partners Common Units to be issued pursuant to the Merger Agreement on the NYSE, which approval is a condition to the closing of the Merger.

Delisting and Deregistration of Navios Acquisition Common Shares

Navios Acquisition Common Shares currently trade on the NYSE under the symbol “NNA.” When the Merger is completed, the Navios Acquisition Common Shares currently listed on the NYSE will cease to be listed on the NYSE and will be deregistered under the Exchange Act, and Navios Acquisition will cease filing reports with the SEC.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information as of and for the six months ended June 30, 2021 and for the year ended December 31, 2020 have been derived from (i) the historical consolidated financial statements of Navios Partners, Navios Containers and Navios Acquisition, and (ii) applying to them transaction accounting adjustments based upon assumptions that management believes to be reasonable and which are described in the footnotes included hereto. The unaudited pro forma condensed combined balance sheet is presented as if the August 25, 2021 acquisition of 62.4% equity interest of Navios Acquisition had occurred on June 30, 2021 and as if the Merger had occurred on June 30, 2021. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 and the six month period ended June 30, 2021 are presented (i) as if the Merger had occurred on January 1, 2020 and (ii) to give effect to the March 31, 2021 acquisition of Navios Containers as if the acquisition had occurred on January 1, 2020. We refer to the Pro Forma Balance Sheet and the Pro Forma Statement of Operations together as the “unaudited pro forma financial information”.

Navios Partners and Navios Acquisition Merger

As a result of the Merger, each Navios Acquisition Common Share (other than Excluded Shares) will be converted into the right to receive 0.1275 of a Navios Partners Common Unit.

Basis of Presentation

The unaudited pro forma condensed combined financial statements reflect the application of transaction accounting adjustments that are preliminary (such as fair values of vessels, intangibles and debt) and are based upon available information and certain assumptions, described in the accompanying notes hereto, that management believes are reasonable under the circumstances. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements have been prepared by management and are not necessarily indicative of the financial position or results of operations that would have been realized had the Merger occurred as of the dates indicated above, nor is it meant to be indicative of any anticipated financial position or future results of operations that Navios Partners or Navios Acquisition will experience going forward. In addition, the accompanying unaudited pro forma condensed combined statement of operations does not reflect any expected cost savings or restructuring actions that Navios Partners, Navios Containers or Navios Acquisition expects to incur or generate.

The unaudited pro forma financial information is based upon, has been derived from and should be read in conjunction with, the audited historical consolidated financial statements of Navios Partners for the fiscal year ended December 31, 2020, filed on Form 20-F, as filed with the SEC on March 31, 2021, the audited historical consolidated financial statements of Navios Containers for the fiscal year ended December 31, 2020 included in Exhibit 15.3 to Navios Partners’ Annual Report, filed on Form 20-F, or filed with the SEC on March 31, 2021, the audited historical consolidated financial statements of Navios Acquisition for the fiscal year ended December 31, 2020, filed on Form 20-F, as filed with the SEC on April 28, 2021, the unaudited historical condensed consolidated financial statements of Navios Partners as of June 30, 2021 and for the three and six month periods ended June 30, 2021 filed on Form 6-K, as filed with the SEC on August 26, 2021, and the unaudited historical condensed consolidated financial statements of Navios Acquisition as of June 30, 2021 and for the three and six month periods ended June 30, 2021 filed on Form 6-K, as filed with the SEC on August 26, 2021 (in each case, prepared in accordance with U.S. GAAP), each of which is incorporated by reference herein, as well as the information set forth in this proxy statement/prospectus.

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Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2021

(In thousands of U.S. dollars)

See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information

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Unaudited Pro Forma Condensed Combined Statement of Operations

For the six month period ended June 30, 2021

(In thousands of U.S. dollars, except unit data)

See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information

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Unaudited Pro Forma Condensed Combined Statement of Operations

For the year ended December 31, 2020

(In thousands of U.S. dollars, except unit data)