Eneti 20F/A 2020 Annual report (foreign) (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

(Mark One)


☐			REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
			OR
☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the fiscal year ended December 31, 2020
			OR

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

			OR
☐			SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			Date of event requiring this shell company report _________________
			For the transition period from _________________ to _________________

Commission file number: 001-36231


ENETI INC.
(Exact name of Registrant as specified in its charter)

(Translation of Registrant’s name into English)

Republic of the Marshall Islands
(Jurisdiction of incorporation or organization)

9, Boulevard Charles III Monaco 98000
(Address of principal executive offices)

Mr. Emanuele Lauro 377-9798-5715 Investor.Relations@Eneti-inc.com 9 Boulevard Charles III Monaco 98000
(Name, Telephone, E-mail and/or Facsimile, and Address of Company Contact Person)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	NETI	New York Stock Exchange

Securities registered or to be registered pursuant to section 12(g) of the Act.


NONE
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.


NONE
(Title of Class)

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

As of December 31, 2020, there were 11,310,073 outstanding shares of common stock, par value $0.01 per share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

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 13(a) of the Exchange Act. o

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

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


x						U.S. GAAP

						International Financial Reporting Standards as issued by the international Accounting Standards Board

						Other

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

Item 17

Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

☐

EXPLANATORY NOTE

This Amendment No. 1 on Form 20-F/A (this “Amendment”) is being filed by Eneti Inc. (the “Company,” “we,” “our,” or “us”) to amend the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2020, originally filed with the U.S. Securities Exchange Commission on March 8, 2021 (the “Original Filing”). The Company is filing this Amendment to include the financial statements and related notes of Scorpio Tankers Inc., as of December 31, 2019 and 2020 and for the years ended December 31, 2018, 2019 and 2020 (the “Financial Statements of Scorpio Tankers”) as required by Rule 3-09 of Regulation S-X under the Securities Exchange Act of 1934, as amended, which were not available at the time the Company filed the Original Filing.

This Form 20-F/A consists solely of the cover page, this explanatory note, the Financial Statements of Scorpio Tankers, certifications required by our chief executive officer and chief financial officer, and the consent of the independent registered public accounting firm of Scorpio Tankers. This Amendment does not affect any other parts of, or exhibits to, the Original Filing, nor does it reflect events occurring after the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the U.S. Securities and Exchange Commission subsequent to the Original Filing.


						PART III

ITEM 19.						EXHIBITS

						Item 19 of the Annual Report is amended by the addition of the following exhibits:

Number						Description































































12.1						Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
12.2						Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
13.1						Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2						Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



15.4						Consent of PricewaterhouseCoopers Audit (Scorpio Tankers Inc.)
99.1						Audited financial statements of Scorpio Tankers Inc as of December 31, 2020 and for each of the three years ended December 31, 2020.
101. INS						Inline XBRL Instance Document
101. SCH						Inline XBRL Taxonomy Extension Schema
101. CAL						Inline XBRL Taxonomy Extension Schema Calculation Linkbase
101. DEF						Inline XBRL Taxonomy Extension Schema Definition Linkbase
101. LAB						Inline XBRL Taxonomy Extension Schema Label Linkbase
101. PRE						Inline XBRL Taxonomy Extension Schema Presentation Linkbase
104						Cover Page Interactive Data File (formatted Inline XBRL and contained in Exhibit 101)

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and has duly caused and authorized the undersigned to sign this Amendment No.1 to the annual report on its behalf.


			Eneti Inc.
			(Registrant)

			/s/ Emanuele Lauro

			Emanuele Lauro
			Chief Executive Officer
Dated April 20, 2021

Eneti (NETI) 20-F/A2020 FY Annual report (foreign) (amended)