UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2021

Commission File Number:  001-36231

Eneti Inc.
(Translation of registrant’s name into English)
 
9, Boulevard Charles III, Monaco 98000
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [X]       Form 40-F [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [  ].

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [  ].

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.




INFORMATION CONTAINED IN THIS FORM 6-K REPORT

On September 24, 2021, Eneti Inc. (the “Company”) held a special meeting of shareholders (the “Special Meeting”).  At the Special Meeting, the shareholders of the Company approved an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, to increase the aggregate number of shares of capital stock that the Company is authorized to issue to One Hundred Thirty-One Million Eight Hundred Seventy-Five Thousand (131,875,000), consisting of Eighty-One Million Eight Hundred Seventy-Five Thousand (81,875,000) common shares, par value US$0.01 per share, and Fifty Million (50,000,000) preferred shares, par value US$0.01 per share (the “Increase in Authorized Share Capital’).
Attached to this Report on Form 6-K as Exhibit 3.1 is a copy of the Articles of Amendment to the Amended and Restated Articles of Incorporation, as amended, of the Company, filed with the Registrar of Corporations of the Republic of the Marshall Islands on September 24, 2021, to effect the Increase in Authorized Share Capital.

The information contained in this Report on Form 6-K is hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-251301), the Company’s registration statement on Form F-3 (File No. 333-221441), and the Company’s registration statement on Form F-3 (File No. 333-222448).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 
ENETI INC.
(registrant)
 
 
Dated: September 24, 2021
 
 
By:
/s/ Hugh Baker              
 
 
Hugh Baker
Chief Financial Officer

Exhibit 3.1
ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
ENETI INC.
PURSUANT TO SECTION 90 OF
THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT
The undersigned, Emanuele A. Lauro, as the Chief Executive Officer of Eneti Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands on March 20, 2013 (the “Corporation”), for the purpose of amending the Amended and Restated Articles of Incorporation of said Corporation pursuant to Section 90 of the Business Corporations Act, as amended, hereby certifies that:

1.
The name of the Corporation is: Eneti Inc.

2.
The Articles of Incorporation were filed with the Registrar of Corporations on March 20, 2013.

3.
The Amended and Restated Articles of Incorporation were filed with the Registrar of Corporations on April 10, 2013.

4.
The Statement of Designations of rights, preferences and privileges of the Corporation’s Series A Participating Preferred Stock was filed with the Registrar of Corporations on June 18, 2015.

5.
The Articles of Amendment to the Amended and Restated Articles of Incorporation were filed with the Registrar of Corporations on December 30, 2015.

6.
The Certificate of Correction to the Articles of Amendment to the Amended and Restated Articles of Incorporation were filed with the Registrar of Corporations on January 11, 2016.

7.
The Articles of Amendment to the Amended and Restated Articles of Incorporation were filed with the Registrar of Corporations on June 1, 2016.

8.
The Articles of Amendment to the Amended and Restated Articles of Incorporation were filed with the Registrar of Corporations on June 1, 2018.

9.
The Articles of Amendment to the Amended and Restated Articles of Incorporation were filed with the Registrar of Corporations on April 6, 2020.

10.
The Articles of Amendment to the Amended and Restated Articles of Incorporation were filed with the Registrar of Corporations on February 4, 2021.

11.
The Statement of Designations of rights, preferences and privileges of the Corporation’s Class A Convertible Perpetual Preferred Shares was filed with the Registrar of Corporations on August 12, 2021.



12.
Section D of the Amended and Restated Articles of Incorporation is hereby further amended and restated in its entirety to read as follows:
"D.  Effective with the commencement of business on September 27, 2021, the aggregate number of shares of stock that the Corporation is authorized to issue  is  One Hundred Thirty-One Million Eight Hundred Seventy-Five Thousand (131,875,000) registered shares, of which Eighty-One Million Eight Hundred Seventy-Five Thousand (81,875,000) shall be designated common shares with a par value of one United States cent (US$0.01) per share, and Fifty Million (50,000,000) shall be designated preferred shares with a par value of one United States cent (US$0.01) per share. The Board of Directors shall  have the authority to authorize  the issuance  from time  to time of one or more classes of preferred  shares with  one or more series within  any class thereof, with  such voting powers, full or limited, or without  voting   powers  and  with   such   designations,   preferences  and relative, participating, optional or special rights and qualifications, limitations or restrictions thereon as shall  be set forth  in the resolution or resolutions adopted by the Board of Directors providing  for the issuance of such preferred shares."

13.
All of the other provisions of the Amended and Restated Articles of Incorporation shall remain unchanged.

14.
This amendment to the Amended and Restated Articles of Incorporation was authorized by vote of the holders of a majority of all outstanding shares of the Corporation with a right to vote thereon at the special meeting of shareholders of the Corporation held on September 24, 2021, and the Corporation’s Board of Directors on August 26, 2021.
IN WITNESS WHEREOF, I have executed this Amendment to the Amended and Restated Articles of Incorporation of the Corporation on this 24 day of September 2021.

 
/s/ Emanuele A. Lauro
 
Name: Emanuele A. Lauro
 
Title:   Chief Executive Officer