SALT Scorpio Bulkers Inc New

Explanatory Note:

This Amendment No. 1 to the Schedule 13D (this “Amendment No. 1”) relates to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2022 (the “Initial 13D” and, as amended and supplemented through the date of this Amendment No. 1, the “Schedule 13D”) by the Reporting Persons, relating 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”). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Initial 13D. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Initial 13D.

This Amendment No. 1 amends Items 4, 6, and 7 as set forth below:

Item 4 of the Schedule 13D is hereby amended and restated in its entirety, as follows:

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:

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.

As described in more detail in Item 6 below, INCJ SJ has entered into the Forward Transaction. 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 6 of the Schedule 13D is hereby amended and restated in its entirety, as follows:

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 paragraphs:

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.

Forward Transaction

On May 18, 2022, INCJ SJ entered into the Forward Transaction pursuant to an Averaging Share Forward Transaction Confirmation substantially in the form of Exhibit 99.5 (the “Forward Confirmation”). Pursuant to the Forward Confirmation, INCJ SJ has agreed to deliver 1,400,010 Common Shares to Citi at a price to be determined based on the arithmetic average of the volume weighted average prices of the Common Shares in all transactions executed in the United States over a valuation period determined by Citi, subject to an agreed minimum and maximum period. INCJ SJ will be unable to exercise its voting rights with respect to the Common Shares underlying the Forward Transaction.

The foregoing description of the Forward Confirmation does not purport to be complete and is qualified in its entirety by reference to the full text of the form of such agreement filed as an Exhibit 99.5 to this Schedule 13D and incorporated herein by reference.

Item 7 of the Schedule 13D is hereby amended and restated in its entirety, as follows:

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 18, 2022

[Signature page to Schedule 13D Amendment No. 1]