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Delaware		83-1482060
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

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Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Securities to be offered by Registrant
Class A common stock, $0.01 par value per share(1)(2)(3)(5)
Preferred stock, $0.01 par value per share(1)(2)(3)(5)
Depositary shares(1)(2)(3)(4)(5)
Debt securities(1)(2)(3)(5)
Warrants(1)(2)(3)(5)
Securities to be offered by Selling Securityholders
Class A common stock, $0.01 par value per share	149,055,732(6)	$43.32(7)	$6,436,398,353.52	$30,050.20(6)

(1)

An indeterminate number of or aggregate principal amount of the securities is being registered as may at various times be issued at indeterminate prices. In addition, up to 149,055,732 shares of Class A common stock may be offered pursuant to this registration statement by the selling securityholders.

(2)	Omitted pursuant to Form S-3 General Instruction II.E. An indeterminate amount of securities is being registered for possible issuance from time to time at indeterminate prices.

(3)	Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of securities as may be issuable with respect to the shares being registered hereunder as a result of share splits, share dividends or similar transactions.

(4)

Each depositary share will be issued under a deposit agreement and will be evidenced by a depositary receipt. In the event New Fortress Energy Inc. or selling securityholders elect to offer to the public fractional interests in shares of the preferred stock registered hereunder, depositary receipts will be distributed to those persons purchasing such fractional interests, and shares of preferred stock will be issued to the depositary under the deposit agreement. No separate consideration will be received for the depositary shares.

(5)

In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of the entire registration fee with respect to the securities that may be offered in connection with this registration statement. In connection with the securities offered hereby, the registrant will pay “pay-as-you-go registration fees” in accordance with Rule 456(b).

(6)

Pursuant to Rule 415(a)(6) under the Securities Act, the Registrant previously registered a total of 145,050,664 shares of Class A common stock on the Registrant’s registration statement on Form S-3 (File No. 333-236921) (the “Prior Registration Statement”), for which the registrant paid filing fees of $260,950.21. The Registrant is carrying forward to this registration statement a total of 138,692,465 shares of Class A common stock (the “Unsold Securities”) from the prior Registration Statement. The registration fees paid in connection with the offer and sale of the Unsold Securities covered by the Prior Registration Statement will continue to be applied to the resale of the unsold shares of Class A common stock registered hereby. The Registrant is also registering 6,358,199 new shares of Class A common stock on this registration statement with an aggregate initial offering price of $275,437,180.68 (the “ New Securities”). The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee and corresponds to the New Securities being registered hereby and not to the Unsold Securities carried over from the Prior Registration Statement Pursuant to Rule 415(a)(6), the offering of such Unsold Securities registered under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.

(7)	Estimated solely to calculate the registration fee in accordance with Rule 457(c) of the Securities Act on the basis of the average of the high and low sales prices of the registrant’s shares of Class A common stock as reported by NASDAQ Global Select Market on March 15, 2021.

ABOUT THIS PROSPECTUS	1
WHERE YOU CAN FIND MORE INFORMATION	2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	3
THE COMPANY	5
RISK FACTORS	6
USE OF PROCEEDS	7
DESCRIPTION OF SECURITIES	8
DESCRIPTION OF CAPITAL STOCK	9
DESCRIPTION OF DEPOSITARY SHARES	17
DESCRIPTION OF DEBT SECURITIES	19
DESCRIPTION OF WARRANTS	22
SELLING SECURITYHOLDERS	23
DESCRIPTION OF OUR OPERATING AGREEMENT AND PROVISIONS OF DELAWARE LAW	24
PLAN OF DISTRIBUTION	30
U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF CLASS A COMMON STOCK	33
ERISA CONSIDERATIONS	36
LEGAL MATTERS	38
EXPERTS	38

•

our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 16, 2021;

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our Current Reports on Form 8-K, filed with the SEC on January 20, 2021 and March 18, 2021;

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our Registration Statement on Form 8-A/A for registration of Class A common stock pursuant to Section 12(b) of the Exchange Act, filed on August 7, 2020; and

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the portions of our Definitive Proxy Statement on Schedule 14A for our 2020 Annual Meeting of Shareholders, filed with the SEC on April 28, 2020, that are incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

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our limited operating history;

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loss of one or more of our customers;

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inability to procure natural gas in its liquid state at or below its boiling point at or near atmospheric pressure (“LNG”) on a fixed-price basis, or otherwise to manage LNG price risks, including hedging arrangements;

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the completion of construction on our LNG terminals, facilities, power plants or liquefaction facilities and the terms of our construction contracts for the completion of these assets;

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cost overruns and delays in the completion of one or more of our LNG terminals, facilities, power plants or liquefaction facilities, as well as difficulties in obtaining sufficient financing to pay for such costs and delays;

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our ability to obtain additional financing to effect our strategy;

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Each of the Proposed Mergers (as defined below) is subject to conditions, some or all of which may not be satisfied or completed on a timely basis, or at all, and we, Hygo Energy Transition Ltd. (“Hygo”) and Golar LNG Partners LP (Nasdaq: GMLP) (“GMLP”) are each subject to business uncertainties and contractual restrictions while the Proposed Mergers are pending;

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After the Proposed Mergers, we may be unable to successfully integrate the businesses and realize the anticipated benefits of the Proposed Mergers;

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failure to produce or purchase sufficient amounts of LNG or natural gas at favorable prices to meet customer demand;

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hurricanes or other natural or manmade disasters;

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failure to obtain and maintain approvals and permits from governmental and regulatory agencies;

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operational, regulatory, environmental, political, legal and economic risks pertaining to the construction and operation of our facilities;

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inability to contract with suppliers and tankers to facilitate the delivery of LNG on their chartered LNG tankers;

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cyclical or other changes in the demand for and price of LNG and natural gas;

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failure of natural gas to be a competitive source of energy in the markets in which we operate, and seek to operate;

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competition from third parties in our business;

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inability to re-finance our outstanding indebtedness;

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changes to environmental and similar laws and governmental regulations that are adverse to our operations;

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inability to enter into favorable agreements and obtain necessary regulatory approvals;

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the tax treatment of us or of an investment in our Class A shares;

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the completion of the Exchange Transactions (as defined below);

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a major health and safety incident relating to our business;

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increased labor costs, and the unavailability of skilled workers or our failure to attract and retain qualified personnel;

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risks related to the jurisdictions in which we do, or seek to do, business, particularly Florida, Jamaica, Brazil and the Caribbean; and

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other risks described in the “Risk Factors” section of our Annual Report on Form 10-K and our other filings with the SEC.

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enlarge the obligations of any stockholder without such stockholder’s consent, unless approved by at least a majority of the type or class of shares so affected; or

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change the term of existence of our company.

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a change in our name, the location of our principal place of our business, our registered agent or our registered office;

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an amendment that our board of directors determines, based upon the advice of counsel, to be necessary or appropriate to prevent us, members of our board, or our officers, agents or trustees from in any manner being subjected to the provisions of the Investment Company Act of 1940, the Investment Advisers Act of 1940, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, whether or not substantially similar to plan asset regulations currently applied or proposed;

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do not adversely affect the stockholders in any material respect;

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are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute;

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are necessary or appropriate to facilitate the trading of shares or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the shares are or will be listed for trading, compliance with any of which our board of directors deems to be in the best interests of us and our stockholders;

•

are necessary or appropriate for any action taken by our board of directors relating to splits or combinations of shares under the provisions of our Bylaws; or

•

are required to effect the intent of the provisions of our organizational documents or are otherwise contemplated by our organizational documents.

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prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

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upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or

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at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least two-thirds of our outstanding voting stock that is not owned by the interested stockholder.

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any derivative action or proceeding brought on our behalf;

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any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders;

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any action asserting a claim against us or any director or officer or other employee of ours arising pursuant to any provision of the DGCL or our organizational documents; or

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any action asserting a claim against us or any director or officer or other employee of ours that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

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any material change, through any acquisition, disposition of assets or otherwise, in the nature of our business or operations and our subsidiaries as of February 4, 2019;

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terminating Wesley Edens as our chief executive officer or as Chairman of the Board of Directors and hiring or appointing his successor;

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any transaction that, if consummated, would constitute a Change of Control (as defined in our Certificate of Incorporation) or entering into any definitive agreement or series of related agreements that govern any transaction or series of related transactions that, if consummated, would result in a Change of Control;

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any increase or decrease in the size of the board of directors, committees of the board of directors and board and committees of our subsidiaries;

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any voluntary election by us or any of our subsidiaries to liquidate or dissolve or commence bankruptcy or insolvency proceedings or the adoption of a plan with respect to any of the foregoing; and

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any amendment, modification or waiver of our organizational documents or any other of our governing documents following the date of our Certificate of Incorporation that materially and adversely affects any Consenting Entity or any of their affiliates.

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all outstanding depositary shares to which it relates have been redeemed or converted; or

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the depositary has made a final distribution to the holders of the depositary shares issued under the deposit agreement upon our liquidation, dissolution or winding up.

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the title and aggregate principal amount of the debt securities and any limit on the aggregate principal amount of such series;

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any applicable subordination provisions for any subordinated debt securities;

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the maturity date(s) or method for determining same;

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the interest rate(s) or the method for determining same;

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the dates on which interest will accrue or the method for determining dates on which interest will accrue and dates on which interest will be payable and whether interest will be payable in cash, additional securities or some combination thereof;

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whether the debt securities are convertible or exchangeable into other securities and any related terms and conditions;

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redemption or early repayment provisions;

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authorized denominations;

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if other than the principal amount, the principal amount of debt securities payable upon acceleration;

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place(s) where payment of principal and interest may be made, where debt securities may be presented and where notices or demands upon the company may be made;

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the form or forms of the debt securities of the series including such legends as may be required by applicable law;

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whether the debt securities will be issued in whole or in part in the form of one or more global securities and the date as of which the securities are dated if other than the date of original issuance;

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whether the debt securities are secured and the terms of such security;

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the amount of discount or premium, if any, with which the debt securities will be issued;

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any covenants applicable to the particular debt securities being issued;

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any additions or changes in the defaults and events of default applicable to the particular debt securities being issued;

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the guarantors of each series, if any, and the extent of the guarantees (including provisions relating to seniority, subordination and release of the guarantees), if any;

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the currency, currencies or currency units in which the purchase price for, the principal of and any premium and any interest on, the debt securities will be payable;

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the time period within which, the manner in which and the terms and conditions upon which we or the holders of the debt securities can select the payment currency;

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our obligation or right to redeem, purchase or repay debt securities under a sinking fund, amortization or analogous provision;

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any restriction or conditions on the transferability of the debt securities;

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provisions granting special rights to holders of the debt securities upon occurrence of specified events;

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additions or changes relating to compensation or reimbursement of the trustee of the series of debt securities;

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provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture and the execution of supplemental indentures for such series; and

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any other terms of the debt securities (which terms shall not be inconsistent with the provisions of the TIA, but may modify, amend, supplement or delete any of the terms of the indenture with respect to such series of debt securities).

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the offering price;

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the currency or currencies, including composite currencies, in which the purchase price and/or exercise price of the warrants may be payable;

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the number of warrants offered;

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the exercise price and the amount of securities you will receive upon exercise;

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the procedure for exercise of the warrants and the circumstances, if any, that will cause the warrants to be automatically exercised;

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the rights, if any, we have to redeem the warrants;

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the date on which the right to exercise the warrants will commence and the date on which the warrants will expire;

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the name of the warrant agent; and

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any other material terms of the warrants.

		Class A Common Stock Beneficially Owned								Class A Common Stock Offered Hereby			Class A Common Stock Beneficially Owned After the Offering
		Number				%(1)							Number				%(1)
Selling Securityholders
Fortress Equity Partners GP LLC(2)			13,399,317				7.6	%			13,399,317			—				—	%
NFE SMRS Holdings LLC(3)			34,701,279				19.8	%			34,701,279			—				—	%
Directors and Executive Officers
Wesley R. Edens(4)			72,627,776				41.4	%			72,627,776			—				—	%
Randal A. Nardone(5)			26,196,526				14.9	%			26,196,526			—				—	%
Christopher S. Guinta			279,518				*				279,518			—				*
Desmond Iain Catterall			69,841				*				69,841			—				*
David J. Grain			114,294				*				114,294			—				*
C. William Griffin			333,429				*				333,429			—				*
John J. Mack			1,178,013				*				1,178,013			—				*
Katherine E. Wanner			77,129				*				77,129			—				*
Matthew Wilkinson			78,610				*				78,610			—				*

•

enlarge the obligations of any shareholder without such shareholder’s consent, unless approved by at least a majority of the type or class of shares so affected;

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provide that we are not dissolved upon an election to dissolve our limited liability company by our board of directors that is approved by holders of a majority of the outstanding shares;

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change the term of existence of our company; or

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give any person the right to dissolve our limited liability company other than our board of directors’ right to dissolve our limited liability company with the approval of holders of a majority of the total combined voting power of our outstanding shares.

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a change in our name, the location of our principal place of our business, our registered agent or our registered office;

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the admission, substitution, withdrawal or removal of shareholders in accordance with our operating agreement;

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the merger of our company or any of its subsidiaries into, or the conveyance of all of our assets to, a newly-formed entity if the sole purpose of that merger or conveyance is to effect a mere change in our legal form into another limited liability entity;

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a change that our board of directors determines to be necessary or appropriate for us to qualify or continue our qualification as a company in which our members have limited liability under the laws of any state;

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a change in our legal form from a limited liability company to a corporation;

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an amendment that our board of directors determines, based upon the advice of counsel, to be necessary or appropriate to prevent us, members of our board, or our officers, agents or trustees from in any manner being subjected to the provisions of the Investment Company Act of 1940, the Investment Advisers Act of 1940, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, or ERISA, whether or not substantially similar to plan asset regulations currently applied or proposed;

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an amendment that our board of directors determines to be necessary or appropriate for the authorization of additional securities;

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any amendment expressly permitted in our operating agreement to be made by our board of directors acting alone;

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an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of our operating agreement;

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any amendment that our board of directors determines to be necessary or appropriate for the formation by us of, or our investment in, any corporation, partnership or other entity, as otherwise permitted by our operating agreement;

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a change in our fiscal year or taxable year and related changes; and

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any other amendments substantially similar to any of the matters described in the clauses above.

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do not adversely affect the shareholders in any material respect;

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are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute;

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are necessary or appropriate to facilitate the trading of shares or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the shares are or will be listed for trading, compliance with any of which our board of directors deems to be in the best interests of us and our shareholders;

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are necessary or appropriate for any action taken by our board of directors relating to splits or combinations of shares under the provisions of our operating agreement; or

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are required to effect the intent expressed in this prospectus or the intent of the provisions of our operating agreement or are otherwise contemplated by our operating agreement.

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any derivative action or proceeding brought on our behalf;

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any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our shareholders;

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any action asserting a claim against us or any director or officer or other employee of ours arising pursuant to any provision of the Delaware LLC Act or our operating agreement; or

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any action asserting a claim against us or any director or officer or other employee of ours that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

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any material change, through any acquisition, disposition of assets or otherwise, in the nature of our business or operations and our subsidiaries as of the date of our operating agreement;

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terminating Wesley Edens as our chief executive officer or as Chairman of the Board of Directors and hiring or appointing his successor;

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any transaction that, if consummated, would constitute a Change of Control (as defined in our operating agreement) or entering into any definitive agreement or series of related agreements that govern any transaction or series of related transactions that, if consummated, would result in a Change of Control;

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any increase or decrease in the size of the Board of Directors, committees of the Board of Directors and board and committees of our subsidiaries;

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any voluntary election by us or any of our subsidiaries to liquidate or dissolve or commence bankruptcy or insolvency proceedings or the adoption of a plan with respect to any of the foregoing; and

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any amendment, modification or waiver of our operating agreement or any other of our governing documents following the date of our operating agreement that materially and adversely affects any Consenting Entity or any of their affiliates.

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NFEH and its respective affiliates have the right to, and have no duty to abstain from, exercising such right to, engage or invest in the same or similar business as us, do business with any of our clients, customers or vendors or employ or otherwise engage any of our officers, directors or employees;

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if NFEH and its respective affiliates or any of their officers, directors or employees acquire knowledge of a potential transaction that could be a corporate opportunity, it has no duty to offer such corporate opportunity to us, our Class A shareholders or affiliates;

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we have renounced any interest or expectancy in, or in being offered an opportunity to participate in, such corporate opportunities; and

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in the event that any of our directors and officers who is also a director, officer or employee of NFEH and their respective affiliates acquire knowledge of a corporate opportunity or is offered a corporate opportunity, provided that this knowledge was not acquired solely in such person’s capacity as our director or officer and such person acted in good faith, then such person is deemed to have fully satisfied such person’s fiduciary duty and is not liable to us if NFEH and their respective affiliates pursues or acquires the corporate opportunity or if such person did not present the corporate opportunity to us.

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to underwriters for resale to purchasers;

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directly to purchasers;

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through agents or dealers to purchasers;

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in “at-the market” offerings (as defined in Rule 415 under the Securities Act of 1933);

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through a combination of any of these methods; or

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through any other method permitted by applicable law and described in a prospectus supplement.

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the terms of the offering;

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the names of the underwriters, dealers, agents or direct purchasers and their compensation;

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the purchase price of the securities and the net proceeds we will receive from the sale;

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any delayed delivery obligations to take the securities;

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the nature of the underwriters’ obligations to take the securities;

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any securities exchange or market on which the securities may be listed;

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other facts material to the transaction.

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the gain is effectively connected with such non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable tax treaty, is attributable to a U.S. permanent establishment of such non-U.S. holder);

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in the case of a non-U.S. holder that is a non-resident alien individual, such non-U.S. holder is present in the United States for 183 or more days in the taxable year of disposition and certain other requirements are met; or

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we are or have been a “United States real property holding corporation” (“USRPHC”) at any time within the shorter of the five-year period ending on the date of such sale, exchange, or other taxable disposition or the period that such non-U.S. holder held our Class A common stock and either (a) our Class A common stock were not treated as regularly traded on an established securities market at the time of the sale, or (b) such non-U.S. holder owns or owned (actually or constructively) more than 5% of our Class A common stock at any time during the shorter of the two periods mentioned above.

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whether the investment is prudent under Section 404(a)(1)(B) of ERISA and any other applicable Similar Laws;

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whether, in making the investment, the ERISA Plan will satisfy the diversification requirements of Section 404(a)(1)(C) of ERISA and any other applicable Similar Laws;

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whether the investment is permitted under the terms of the applicable documents governing the Plan;

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whether in the future there may be no market in which to sell or otherwise dispose of the security ;

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whether the acquisition or holding of such security will constitute a “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code (please see discussion under “—Prohibited Transaction Issues” below); and

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whether the Plan will be considered to hold, as plan assets, (i) only such security or (ii) an undivided interest in our underlying assets (please see the discussion under “—Plan Asset Issues” below).

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equity interests acquired by ERISA Plans are “publicly offered securities” (as defined in the DOL regulations)—i.e., the equity interests are part of a class of securities that is widely held by 100 or more investors independent of the issuer and each other, are “freely transferable” (as defined in the DOL regulations), and are either registered under certain provisions of the federal securities laws or sold to the ERISA Plan as part of a public offering under certain conditions;

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the entity is an “operating company” (as defined in the DOL regulations)—i.e., it is primarily engaged in the production or sale of a product or service, other than the investment of capital, either directly or through a majority-owned subsidiary or subsidiaries; or

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there is no significant investment by benefit plan investors, which is defined to mean that immediately after the most recent acquisition by an ERISA Plan of any equity interest in the entity, less than 25% of the total value of each class of equity interest (disregarding certain interests held by persons (other than benefit plan investors) with discretionary authority or control over the assets of the entity or who provide investment advice for a fee (direct or indirect) with respect to such assets, and any affiliates thereof) is held by ERISA Plans, IRAs and certain other Plans (but not including governmental plans, foreign plans and certain church plans), and entities whose underlying assets are deemed to include plan assets by reason of a Plan’s investment in the entity.

Securities and Exchange Commission Registration Fee		$	*
FINRA Filing Fee		$	**
Accounting Fees and Expenses		$	**
Legal Fees and Expenses		$	**
Printing Fees		$	**
Transfer Agents and Trustees’ Fees and Expenses		$	**
Miscellaneous		$	**
Total		$	*

Exhibit No.	Description
1.1+	Form of Underwriting Agreement
3.1	Certificate of Incorporation of New Fortress Energy Inc. (incorporated by reference to Exhibit 99.3 to New Fortress Energy Inc.’s Quarterly Report on Form 10-Q filed on August 4, 2020).
3.2	Bylaws of New Fortress Energy Inc. (incorporated by reference to Exhibit 99.4 to New Fortress Energy Inc.’s Quarterly Report on Form 10-Q filed on August 4, 2020).
3.3+	Form of certificate representing preferred stock.
4.1+	Form of Depositary Agreement (including form of Depositary Receipt).
4.2	Form of Indenture for debt securities between the registrant and U.S. Bank National Association, as the trustee (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-3 (No. 333-236921))
4.3+	Form of Warrant Agreement (including form of Warrant Certificate).
5.1*	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm, for New Fortress Energy Inc.
23.2*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm, for Golar LNG Partners LP.
23.3*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm, for Hygo Energy Transition Ltd.
23.4*	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.1).
24.1*	Power of Attorney (included on signature pages to this Registration Statement).
25.1*	Statement of Eligibility on Form T-1 of trustee under the Indenture.

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*	Filed herewith.

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into this registration statement or prospectus that is part of this registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in this registration statement or prospectus that was part of this registration statement or made in any such document immediately prior to such effective date.

(5)

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

	New Fortress Energy Inc.
	By:	/s/ Wesley R. Edens
		Name:	Wesley R. Edens
		Title:	Chief Executive Officer

Name		Title		Date
/s/ Wesley R. Edens		Chief Executive Officer and Chairman (Principal Executive Officer)		March 18, 2021
Wesley R. Edens
/s/ Christopher S. Guinta		Chief Financial Officer (Principal Financial Officer)		March 18, 2021
Christopher S. Guinta
/s/ Yunyoung Shin		Chief Accounting Officer (Principal Accounting Officer)		March 18, 2021
Yunyoung Shin
/s/ Randal A. Nardone		Director		March 18, 2021
Randal A. Nardone
/s/ C. William Griffin		Director		March 18, 2021
C. William Griffin
/s/ John J. Mack		Director		March 18, 2021
John J. Mack
/s/ Matthew Wilkinson		Director		March 18, 2021
Matthew Wilkinson
/s/ David J. Grain		Director		March 18, 2021
David J. Grain
/s/ Desmond Iain Catterall		Director		March 18, 2021
Desmond Iain Catterall
/s/ Katherine E. Wanner		Director		March 18, 2021
Katherine E. Wanner

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	Very truly yours,
	/s/ Skadden, Arps, Slate, Meagher & Flom LLP
MJS

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Exhibit 25.1

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800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Delaware	83-1482060
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

111 W. 19th Street, 8th Floor New York, NY	10011
(Address of Principal Executive Offices)	(Zip Code)

Item 1.

GENERAL INFORMATION.  Furnish the following information as to the Trustee.

a)

Name and address of each examining or supervising authority to which it is subject.

b)

Whether it is authorized to exercise corporate trust powers.

Item 2.

AFFILIATIONS WITH THE OBLIGOR.  If the obligor is an affiliate of the Trustee, describe each such affiliation.

Items 3-15

Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.

LIST OF EXHIBITS:  List below all exhibits filed as a part of this statement of eligibility and qualification.

3.

A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4.

A copy of the existing bylaws of the Trustee.**

5.

A copy of each Indenture referred to in Item 4.  Not applicable.

6.

The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7.

Report of Condition of the Trustee as of December 31, 2020 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

	By:	/s/ Donald T. Hurrelbrink
		Donald T. Hurrelbrink
		Vice President

	By:	/s/ Donald T. Hurrelbrink
		Donald T. Hurrelbrink
		Vice President

		12/31/2020
Assets
Cash and Balances Due From Depository Institutions		$	62,424,852
Securities			135,372,305
Federal Funds			149
Loans & Lease Financing Receivables			299,153,643
Fixed Assets			7,454,095
Intangible Assets			12,786,750
Other Assets			27,582,366
Total Assets		$	544,774,160
Liabilities
Deposits		$	442,835,836
Fed Funds			1,175,229
Treasury Demand Notes			0
Trading Liabilities			1,036,903
Other Borrowed Money			27,992,840
Acceptances			0
Subordinated Notes and Debentures			3,850,000
Other Liabilities			14,494,315
Total Liabilities		$	491,385,123
Equity
Common and Preferred Stock			18,200
Surplus			14,266,915
Undivided Profits			38,303,599
Minority Interest in Subsidiaries			800,323
Total Equity Capital		$	53,389,037
Total Liabilities and Equity Capital		$	544,774,160

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