UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Eneti
Inc.
(Name of Issuer)
Common Shares, par value $0.01 per share
(Title of Class of
Securities)
Y2294C107
(CUSIP Number)
Peter Niklai
Managing Director
INCJ, Ltd.
7th Floor, Tokyo Toranomon Global Square 1-3-1, Toranomon,
Minato-ku,
Tokyo 105-0001, Japan
+81-3-5532-7110
(Name, Address and Telephone
Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires
Filing of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is
the subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following
box. ☐
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See § 240.13d-7(b) for other parties to whom copies are to be
sent.
* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. Y2294C107 |
13D |
Page 2 of 13 Pages |
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
INCJ, Ltd.
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
x
(b) ☐
|
3 |
SEC
USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
OO
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE
VOTING POWER
|
8 |
SHARED VOTING POWER
3,692,320
|
9 |
SOLE
DISPOSITIVE POWER
|
10 |
SHARED DISPOSITIVE POWER
3,692,320
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,692,320
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
(1)
|
14 |
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
|
|
|
|
|
|
|
(1) |
The calculation of this
percentage is based on an aggregate 39,741,204 Common Shares
outstanding as of April 11, 2022. |
CUSIP No. Y2294C107 |
13D |
Page 3 of 13 Pages |
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
INCJ
SJ Investment Limited
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
x
(b) ☐
|
3 |
SEC
USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
OO
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE
VOTING POWER
|
8 |
SHARED VOTING POWER
3,692,320
|
9 |
SOLE
DISPOSITIVE POWER
|
10 |
SHARED DISPOSITIVE POWER
3,692,320
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,692,320
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
(1)
|
14 |
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
|
|
|
|
|
|
|
(1) |
The calculation of this
percentage is based on an aggregate 39,741,204 Common Shares
outstanding as of April 11, 2022. |
|
Item 1. |
Security and Issuer |
This statement on Schedule 13D (the “Schedule 13D”) relates
to the common shares, par value $0.01 per share (the “Common
Shares”), of Eneti Inc., a corporation organized under the laws
of the Republic of the Marshall Islands (the “Company”). The
principal executive offices of the Company are located at 9,
Boulevard Charles III, MC 98000, Monaco.
|
Item 2. |
Identity and Background |
(a)-(c), (f)
This statement on Schedule 13D is being filed by:
|
(i) |
INCJ, Ltd., a Japanese corporation (“INCJ”). INCJ’s
business and principal office address is 7th Floor, Tokyo Toranomon
Global Square 1-3-1, Toranomon, Minato-ku, Tokyo 105-0001,
Japan. |
|
(ii) |
INCJ SJ Investment Limited, a private limited company organized
under the laws of England and Wales (“INCJ SJ”). INCJ SJ’s
business and principal office address is 1 Chamberlain Square Cs,
Birmingham, United Kingdom, B3 3AX. |
Each of the foregoing is referred to as a “Reporting Person”
and collectively as the “Reporting Persons.” Each of the
Reporting Persons is a party to the Joint Filing Agreement as
further described in Item 6 below. The Reporting Persons had
previously reported their beneficial ownership of Common Shares in
a joint filing on Schedule 13D, as amended and supplemented (the
“Original 13D”), filed on August 23, 2021 by the Reporting
Persons, Marubeni Corporation (“Marubeni”), Marubeni
Offshare Power Limited (“Marubeni Offshore”), Mitsui O.S.K.
Lines, Ltd. (“MOL”), and MOL Offshore Energy Limited
(“MOL Offshore”). The Reporting Persons have now elected to
report their beneficial ownership on this Schedule 13D as a result
of the termination of INCJ’s participation in the Shareholders’
Agreement (as defined in the Original 13D). By virtue of the
termination of INCJ’s participation in the Shareholders’ Agreement,
the Reporting Persons no longer constitute a “group” with Marubeni,
Marubeni Offshore, MOL, and MOL Offshore within the meaning of
Section 13(d)(3) of the Act.
INCJ is a member of a public-private partnership between the
Japanese government and major Japanese corporations, that provides
capital and managerial support to boost the competitiveness of
Japanese firms and create next-generation businesses in promising
new technologies. The principal business of INCJ is to invest and
assist in the development of various businesses.
The principal business of INCJ SJ is to invest and hold the
investment in the Company.
The identity, residence or business address, present principal
occupation or employment and the name, principal business and
address of any corporation or other organization in which such
employment is conducted, and the citizenship of the executive
officers, directors and controlling persons of each Reporting
Person is set forth on Schedule A hereto, which is incorporated
herein by reference.
(d), (e)
During the last five (5) years none of the Reporting Persons or, to
the best of their knowledge, none of the other persons set forth on
Schedule A hereto, (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) was
a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
|
Item 3. |
Source and Amount of Funds or Other Consideration |
As described in more detail in Item 6 below, as consideration for
the sale by among others, INCJ SJ, of the entire share capital in
Atlantis Investorco Limited to the Company pursuant to the Share
Purchase Agreement (as defined in the Original 13D), the Company
issued 3,692,320 Common Shares in the aggregate to INCJ SJ pursuant
to the Share Purchase Agreement.
|
Item 4. |
Purpose of Transaction |
The information set forth in
Items 3, 5 and 6 of this Schedule 13D is hereby incorporated by
reference into this Item 4.
As described in more detail
in Item 6 below:
|
(i) |
At Completion (as defined
in the Share Purchase Agreement), INCJ SJ received 3,465,000
Common Shares in connection
with their sale of the entire issued share capital in Atlantis
Investorco Limited to the Company pursuant to the Share Purchase
Agreement; and |
|
(ii) |
On November 11, 2021,
INCJ SJ received an additional 227,320 Common Shares pursuant to (A) clause 6 of
the Share Purchase Agreement and the exercise of the Warrant; and
(B) clause 7 of the Share Purchase Agreement as a result of
the employment of the vessel Seajacks Scylla during the period from
May 1, 2021 to October 31, 2021. |
In connection with the Completion, on August 12, 2021, the Company
increased the size of the Board from eight to ten members and
appointed Peter Niklai and Hiroshi Tachigami to serve as a Class C
and Class A Directors respectively, effective as of the same
date.
On May 12, 2022, Peter Niklai resigned from his position as a Class
C Director, effective as of the same date.
INCJ SJ is considering a potential sale of a portion of its stake
in an orderly fashion over time, subject to applicable Rule 144
volume limitations, market conditions and other factors. Each
Reporting Person otherwise intends to review its investment in the
Company and the Company’s performance and market conditions
periodically and to take such actions with respect to its
investment as it deems appropriate in light of the circumstances
existing from time to time. In the future, each Reporting Person
may take actions including, among other things, communication with
members of management, the Board or other shareholders of or
lenders to the Company and/or other relevant parties from time to
time with respect to operational, strategic, financial or
governance matters, including, but not limited to, potential
financings, re-financings, recapitalizations, reorganizations,
mergers, acquisitions, divestitures, a sale of the Company or other
corporate transactions, or otherwise working with management and
the Board. Such actions could also include additional purchases of
Common Shares and purchases of securities convertible or
exchangeable into Common Shares, whether pursuant to one or more
open-market purchase programs, through private transactions or
through tender offers or otherwise. Any possible future purchases
will depend on many factors, including the market price of Common
Shares, the Company’s business and financial position, and general
economic and market conditions. In addition, each Reporting Person
may also determine to dispose of its Common Shares, in whole or in
part, at any time and from time to time, subject to any legal or
contractual limitations and other considerations, in each case, in
open market or private transactions, block sales or otherwise. Any
such decision would be based on such Reporting Person’s assessment
of a number of different factors, including, without limitation,
the business, prospects and affairs of the Company, the market for
Common Shares, the condition of the securities markets, general
economic and industry conditions, tax considerations and other
opportunities available to such Reporting Person.
Other than as set forth in this Schedule 13D, the Reporting Persons
have no present plans or proposals which relate to or would result
in any of the matters set forth in clauses (a) through (j) of Item
4 of Schedule 13D.
|
Item 5. |
Interest in Securities of the Issuer |
The responses of the Reporting Persons to Rows (11) through (13) of
the cover pages of this Schedule 13D are incorporated herein by
reference.
(a)
The calculation of percentages is based on an aggregate 39,741,204
Common Shares outstanding as of April 11, 2022.
As a result of the 3,465,000 Common Shares issued by the Company to
INCJ SJ at Completion and the 227,320 Common Shares issued by the
Company to INCJ SJ on November 11, 2021, INCJ and INCJ SJ may be
deemed to beneficially own in the aggregate 3,692,320 Common
Shares, representing 9.3% of the Common Shares outstanding.
(b)
INCJ and INCJ SJ share the power to dispose or direct the
disposition of 3,692,320 Common Shares.
Except as disclosed in this Schedule 13D, none of the Reporting
Persons nor, to the best of their knowledge, any of the other
persons set forth on Schedule A hereto, has the power to vote or to
direct the vote or to dispose or direct the disposition of any of
the Common Shares which it may be deemed to beneficially own.
(c)
Except as set forth in Items 3, 5 and 6 of this Schedule 13D, no
other transactions in the Common Shares were effected by the
Reporting Persons, nor, to the best of their knowledge, any of the
other persons set forth on Schedule A hereto, during the sixty (60)
days prior to the date of this Schedule 13D.
(d)
To the best knowledge of the Reporting Persons, no other person is
known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, any of
the Common Shares beneficially owned by the Reporting Persons.
(e)
Not applicable.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer |
The information set forth in
Item 6 of the Original 13D is hereby incorporated by reference into
this Item 6.
Share Purchase Agreement
The description of the Share Purchase Agreement in the Original 13D
does not purport to be complete and is qualified in its entirety by
reference to the full text of such agreement, which is filed as
Exhibit 99.1 to this Schedule 13D and incorporated herein by
reference.
Shareholders’ Agreement
The Shareholders’ Agreement section of the Original 13D is hereby
supplemented by adding the following paragraph:
On May 12, 2022, Marubeni, MOL, Scorpio Services Holding Limited,
the Company and INCJ reached a mutual agreement whereby INCJ’s
participation in the Shareholders’ Agreement was terminated,
including INCJ’s right to designate one nominee for appointment or
election to the Board of Directors of the Company, and INCJ is no
longer subject to the voting obligations under the Shareholders’
Agreement. In connection with the termination, Peter Niklai
resigned from his position as a Class C Director, effective as of
the same date.
The foregoing description of the Shareholders’ Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of such agreement filed as Exhibit 99.2
to this Schedule 13D and incorporated herein by reference.
Registration Rights Agreement
The description of the Registration Rights Agreement (as defined in
the Original 13D) in the Original 13D does not purport to be
complete and is qualified in its entirety by reference to the full
text of such agreement filed as an Exhibit 99.3 to this Schedule
13D and incorporated herein by reference.
Warrant
The description of the Warrant in the Original 13D does not purport
to be complete and is qualified in its entirety by reference to the
full text of such agreement filed as an Exhibit 99.4 to this
Schedule 13D and incorporated herein by reference.
|
Item 7. |
Material to Be Filed as Exhibits. |
Exhibit No. |
|
Description |
99.1 |
|
Share
Purchase Agreement, dated as of August 5, 2021, by and between
Marubeni Offshore Power Limited, INCJ SJ Investment Limited, MOL
Offshore Energy Limited, Marubeni Corporation, INCJ, Ltd., Mitsui
O.S.K. Lines, Ltd., Eneti (Bermuda) Limited, Eneti Inc., Atlantis
Investorco Limited, and Atlantis Midco Limited (incorporated by
reference to the Exhibit to the Company’s Form 6-K submitted to the
SEC on August 12, 2021 (File No. 001-36231)).
|
|
|
|
99.2 |
|
Shareholders’ Agreement, dated as of August 12, 2021, by and
between Eneti Inc., Marubeni Corporation, INCJ, Ltd., Mitsui O.S.K.
Lines, Ltd., and Scorpio Services Holding Limited (incorporated by
reference to Exhibit 99.2 to the Original 13D submitted to the SEC
on August 23, 2021 (File No. 005-87971)).
|
|
|
|
99.3 |
|
Registration Rights Agreement, dated as of August 12, 2021, by and
between Eneti Inc., Marubeni Offshore Power Limited, INCJ SJ
Investment Limited, and MOL Offshore Energy Limited (incorporated
by reference to Exhibit 99.3 to the Original 13D submitted to the
SEC on August 23, 2021 (File No. 005-87971)).
|
|
|
|
99.4 |
|
Warrant, dated as of August 12, 2021, issued by Eneti Inc. to
Marubeni Corporation, INCJ, Ltd., and Mitsui O.S.K. Lines, Ltd
(incorporated by reference to Exhibit 99.4 to the Original 13D
submitted to the SEC on August 23, 2021 (File No. 005-87971)).
|
|
|
|
99.5 |
|
Joint Filing
Agreement.⁎ |
⁎ Filed
herewith. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: May 13, 2022
|
INCJ, LTD. |
|
|
|
By: |
/s/ Peter Niklai |
|
Name: |
Peter Niklai |
|
Title: |
Managing Director |
|
|
|
|
INCJ SJ INVESTMENT
LIMITED |
|
|
|
By: |
/s/ Peter Niklai |
|
Name: |
Peter Niklai |
|
Title: |
Director |
|
|
|
|
|
|
[Signature page to Schedule
13D]
SCHEDULE A
Information Concerning Executive Officers and Directors of
INCJ
Executive Officers |
|
|
Name and Business
Address |
Present Position |
Citizenship |
Toshiyuki Shiga
Tokyo
Toranomon Global Square, 1-3-1, Toranomon, Minato-ku, Tokyo
105-0001, Japan
|
Chairman and Chief Executive
Officer |
Japan |
Mikihide Katsumata
Tokyo
Toranomon Global Square, 1-3-1, Toranomon, Minato-ku, Tokyo
105-0001, Japan
|
President and Chief Operating
Officer |
Japan |
Nobuyuki Higashi
Tokyo
Toranomon Global Square, 1-3-1, Toranomon, Minato-ku, Tokyo
105-0001, Japan
|
Senior Executive Managing
Director |
Japan |
Koichi
Ashida
Tokyo
Toranomon Global Square, 1-3-1, Toranomon, Minato-ku, Tokyo
105-0001, Japan
|
Executive Managing
Director |
Japan |
Shinji
Oshige
Tokyo
Toranomon Global Square, 1-3-1, Toranomon, Minato-ku, Tokyo
105-0001, Japan
|
Executive Managing
Director |
Japan |
Directors |
|
|
Name and Business
Address |
Present Position/Present Principal
Occupation or Employment |
Citizenship |
Tetsuro
Toyoda
Tokyo
Toranomon Global Square, 1-3-1, Toranomon, Minato-ku, Tokyo
105-0001, Japan
|
Director |
Japan |
Satoshi
Ouchi
Tokyo
Toranomon Global Square, 1-3-1, Toranomon, Minato-ku, Tokyo
105-0001, Japan
|
Director |
Japan |
Takuya
Fukumoto
Tokyo
Toranomon Global Square, 1-3-1, Toranomon, Minato-ku, Tokyo
105-0001, Japan
|
Director |
Japan |
Akio
Mimura
Nippon
Steel Corporation
6-1,
Marunouchi 2-chome, Chiyoda-ku, Tokyo, Japan
|
External Director,
Senior
Advisor, Honorary Chairperson
|
Japan |
Hideko
Kunii
Shibaura Institute of Technology
3-9-14
Shibaura, Minato-ku, Tokyo, Japan
|
External Director,
Visiting Professor
|
Japan |
Hajime
Tanahashi
Mori
Hamada & Matsumoto
6-1,
Marunouchi 2-chome, Chiyoda-ku, Tokyo, Japan
|
External Director,
Partner
|
Japan |
Tetsuo
Noda
Japanese Foundation for Cancer Research
3-8-31
Ariake, Koto-ku, Tokyo, Japan
|
External Director,
Representative Director
|
Japan |
Takashi
Muraoka
Industrial Growth Platform, Inc.
1-9-2
Marunouchi, Chiyoda-ku, Tokyo, Japan
|
External Director,
Chief
Executive Officer
|
Japan |
Information Concerning Executive Officers and Directors of INCJ
SJ
Executive Officers |
|
|
Name and Business
Address |
Present Position |
Citizenship |
N/A |
|
|
Directors |
|
|
Name and Business
Address |
Present Position/Present Principal
Occupation or Employment |
Citizenship |
Peter
Niklai
Tokyo
Toranomon Global Square 7F, 1-3-1 Toranomon, Minato-ku, Tokyo
105-0001, Japan
|
Director |
Hungary |
Hironori Taiko
Tokyo
Toranomon Global Square 7F, 1-3-1 Toranomon, Minato-ku, Tokyo
105-0001, Japan
|
Director |
Japan |
Tetsuro
Toyoda
Tokyo
Toranomon Global Square 7F, 1-3-1 Toranomon, Minato-ku, Tokyo
105-0001, Japan
|
Director |
Japan |
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