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Seapeak LLC

For the period ended Dec 31, 2023. Filed Mar 22, 2024.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2023 · Filed Mar 22, 2024

SEAL-PA$25.20+0.1%Stored close · as of Nov 6, 2026
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

For the fiscal year ended December 31, 2023

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 1-32479

SEAPEAK LLC

(Exact name of Registrant as specified in its charter)

Republic of The Marshall Islands

(Jurisdiction of incorporation or organization)

2000,550 Burrard Street, Vancouver, BC, Canada, V6C 2K2

(Address of principal executive offices)

Scott Gayton

2000,550 Burrard Street, Vancouver, BC, Canada, V6C 2K2

Telephone: (604) 609-4735

Email: Enquiries@seapeak.com

(Name, Telephone, Email and/or Facsimile number and Address of company Contact Person)

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

Title of each classTrading SymbolName of each exchange on which registered
Series A Preferred UnitsSEAL/PANew York Stock Exchange
Series B Preferred UnitsSEAL/PBNew York Stock Exchange

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

None

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

None

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.

4,932,548 Series A Preferred Units

6,596,115 Series B Preferred Units

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes¨ No ý

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¨ No ý

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 ý No¨

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 ý No¨

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 the definitions 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 FilerxEmerging 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.¨

† 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. Yes¨No ý

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes¨No¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Yes¨No¨

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

U.S. GAAPýInternational Financial Reporting Standardsas issued by the International AccountingStandards 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☐ No ý

Auditor Name: KPMG LLP Auditor Location: Vancouver BC, Canada Auditor Firm ID:85

SEAPEAK LLC

INDEX TO REPORT ON FORM 20-F

Page
PART I.
Item 1.Identity of Directors, Senior Management and Advisers4
Item 2.Offer Statistics and Expected Timetable4
Item 3.Key Information4
Risk Factors4
Item 4.Information on the Company23
A. Overview, History and Development23
B. Operations23
Our Fleet and Our Charters23
Liquefied Natural Gas Segment24
Natural Gas Liquid Segment27
Business Strategies30
Safety, Management of Ship Operations and Administration31
Risk of Loss, Insurance and Risk Management31
Flag, Classification, Audits and Inspections32
Regulations32
C. Organizational Structure39
D. Property, Plant and Equipment39
E. Taxation of the Company39
United States Taxation39
Marshall Islands Taxation40
Other Taxation40
Item 4A.Unresolved Staff Comments40
Item 5.Operating and Financial Review and Prospects40
Overview40
Significant Developments in 2023 and Early 202441
Important Financial and Operational Terms and Concepts41
Summary Financial Data43
Results of Operations44
Year Ended December 31, 2023 versus Year Ended December 31, 202245
Year Ended December 31, 2022 versus Year Ended December 31, 202149
Liquidity and Capital Resources49
Critical Accounting Estimates51
Non-GAAP Financial Measures55
Item 6.Directors, Senior Management and Employees56
Directors and Executive Officers of Seapeak LLC56
Compensation of Executive Officers and Directors57
Long-Term Incentive Plan57
Board Practices57
The Board's Role in Oversight of Environmental, Social and Corporate Governance58
Crewing and Staff58
Unit Ownership59
Item 7.Major Common Unitholders and Related Party Transactions59
Major Common Unitholders59
Related Party Transactions59
Item 8.Financial Information59
A. Consolidated Financial Statements and Other Financial Information59
Consolidated Financial Statements and Notes59
Legal Proceedings59
B. Significant Changes59
Item 9.The Offer and Listing59
Item 10.Additional Information59
Memorandum and Articles of Association60
Material Contracts60
Exchange Controls and Other Limitations Affecting Unitholders60
Material United States Federal Income Tax Considerations60
Non-United States Tax Considerations64
Documents on Display64
Item 11.Quantitative and Qualitative Disclosures About Market Risk64
Item 12.Description of Securities Other than Equity Securities66
PART II.
Item 13.Defaults, Dividend Arrearages and Delinquencies67
Item 14.Material Modifications to the Rights of Unitholders and Use of Proceeds67
Item 15.Controls and Procedures67
Item 16A.Audit Committee Financial Expert68
Item 16B.Code of Ethics68
Item 16C.Principal Accountant Fees and Services68
Item 16D.Exemptions from the Listing Standards for Audit Committees68
Item 16E.Purchases of Units by the Issuer and Affiliated Purchasers68
Item 16F.Change in Registrant’s Certifying Accountant69
Item 16G.Corporate Governance69
Item 16H.Mine Safety Disclosure69
Item 16I.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections70
Item 16J.Insider Trading Policies70
Item 16K.Cybersecurity70
PART III.
Item 17.Financial Statements71
Item 18.Financial Statements71
Item 19.Exhibits72
Signature73
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.