d1097298_f-3.htm

As filed with the Securities and Exchange Commission on May 10, 2010
 
 Registration No. 333-  
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
________________________________________________________________________________________

Form F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

________________________________________________________________________________________

 
 
SEANERGY MARITIME HOLDINGS CORP.
(Exact name of registrant as specified in its charter)

 
Republic of the Marshall Islands
4412
Not Applicable
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer
Identification Number)
     
Seanergy Maritime Holdings Corp.
1-3 Patriarchou Grigoriou
166 74 Glyfada
Athens, Greece
Tel: +30 210 9638461
(Address and telephone number of Registrant's principal executive offices)
 
 
Seward & Kissel LLP
Attention: Gary J. Wolfe, Esq.
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
(Name, Address, and telephone number of agent for service)
 
________________________________________________________________________________________

 
Copies to:
 
Seanergy Maritime Holdings Corp.
Attn: Dale Ploughman
1-3 Patriarchou Grigoriou
166 74 Glyfada
Athens, Greece
Tel: +30 210 9638461
 
Gary J. Wolfe, Esq.
Robert E. Lustrin, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200 (telephone)
(212) 480-8421 (facsimile)
 

  Approximate date of commencement of proposed sale to the public:
 
  From time to time after this registration statement becomes effective as determined by market conditions and other factors.
 
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o
 
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box: x
 
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o
 
If this form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: o
 
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: o
 

 
 

 

CALCULATION OF REGISTRATION FEE
 
 
Title of Each Class of Securities to be Registered
 
Amount to be Registered
 
Proposed Maximum Offering Price per Security
 
Proposed Maximum Aggregate Offering Price
 
Amount of Registration Fee
 
 
Common Shares, par value $0.0001 per share
 
 
20,560,610
 
$1.36(1)
 
$27,962,429.60(1)
 
$1,994(2)
Warrants
 
16,016,667
--
--
(3)
Common Shares underlying the Warrants, par value $0.0001 per share
16,016,667
$6.50(4)
$104,108,335.50
$7,423(5)
Total
52,593,944
 
$132,070,765.10
$9,417
 
 
(1)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act of 1933, as amended (the "Securities Act"), based upon the average of the high and low sales prices on the NASDAQ Global Market on May 5, 2010 of the Common Shares of the Registrant.
 
(2)
Determined in accordance with Section 6(b) of the Securities Act to be $1,994 which is equal to .00007130 multiplied by the proposed maximum aggregate offering price of $27,962,429.60.
 
(3)
No fee required pursuant to Rule 457(g) under the Securities Act.
 
(4)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) of the Securities Act.
 
(5)
Determined in accordance with Section 6(b) of the Securities Act to be $7,423 which is equal to .00007130 multiplied by the proposed maximum aggregate offering price of $104,108,336.
 
 

 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 
ii

 

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy or sell these securities in any jurisdiction where the offer or sale is not permitted.
 
SUBJECT TO COMPLETION, DATED MAY 10, 2010
 
 
 


Seanergy Maritime Holdings Corp.

Up to 20,560,610 Shares of Common Stock
Up to 16,016,667 Private Common Stock Purchase Warrants
Up to 16,016,667 Shares of Common Stock underlying the Private Warrants

 
This prospectus relates to the resale by certain selling security holders of (i) up to an aggregate of 20,560,610 shares of our common stock, (ii) up to an aggregate of 16,016,667 common stock purchase warrants, or the Private Warrants, and (iii) up to an aggregate of 16,016,667 shares of our common stock issuable upon the exercise of the Private Warrants, or the Warrant Shares.
 
We will not receive any proceeds from the sale of the shares of our common stock, the Private Warrants or the Warrant Shares by the selling security holders. However, we may receive the proceeds from the exercise of Private Warrants if the holders do not exercise the Private Warrants on a cashless basis. See "Use of Proceeds."
 
We will pay the expenses in connection with the registration of the resale of the shares of our common stock, the Private Warrants, and the Warrant Shares.
 
Our common stock and warrants are listed on the NASDAQ Global Market under the symbols "SHIP" and "SHIP.W", respectively.  On May 7, 2010, the closing price of our common stock was $1.29 per share and the closing price of our warrants was $0.06 per warrant.
 
Investing in our common stock involves a high degree of risk.  See "Risk Factors" beginning on page 7 of this prospectus.  You should read this prospectus, any accompanying prospectus supplement, and the documents incorporated by reference herein and therein carefully before you make your investment decision.
____________________

The securities issued under this prospectus may be offered directly or through underwriters, agents or dealers.  The names of any underwriters, agents or dealers will be included in a prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.  Any representation to the contrary is a criminal offense.
_________________________


The date of this prospectus is May     , 2010


 
 

 

TABLE OF CONTENTS


 
Page
   
ABOUT THIS PROSPECTUS
ii
ENFORCEABILITY OF CIVIL LIABILITIES
iii
PROSPECTUS SUMMARY
1
RISK FACTORS
7
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
9
CAPITALIZATION
10
PER SHARE MARKET PRICE INFORMATION
11
DIVIDEND POLICY
12
USE OF PROCEEDS
13
TAX CONSIDERATIONS
14
DESCRIPTION OF CAPITAL STOCK
22
DESCRIPTION OF WARRANTS
27
SELLING SECURITY HOLDERS
28
HOW THE SHARES AND WARRANTS MAY BE DISTRIBUTED
30
EXPENSES RELATING TO THIS OFFERING
32
LEGAL MATTERS
32
EXPERTS
32
INDEX TO UNAUDITED PRO FORMA SUMMARY FINANCIAL DATA
33
WHERE YOU CAN FIND ADDITIONAL INFORMATION
37
INDEX TO FINANCIAL STATEMENTS  F-1
 

 
i

 

ABOUT THIS PROSPECTUS
 
 
You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted.
 
We obtained statistical data, market data and other industry data and forecasts used or incorporated by reference in this prospectus from publicly available information. While we believe that the statistical data, industry data, forecasts and market research are reliable, we have not independently verified the data, and we do not make any representation as to the accuracy of the information.

Unless otherwise indicated, all references in this prospectus to "$" or "dollars" are to U.S. dollars and financial information presented in this prospectus that is derived from financial statements incorporated by reference is prepared in accordance with accounting principles generally accepted in the United States.

This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the Commission, using a shelf registration process. Under the shelf registration process, the selling security holders may sell in one or more offerings pursuant to this prospectus (i) up to an aggregate of 20,560,610 shares of our common stock, (ii) up to an aggregate of 16,016,667 Private Warrants, and (iii) up to an aggregate of 16,016,667 Warrant Shares.  This prospectus provides you with a general description of our common shares and Private Warrants. We will provide updated information if required whenever the selling securityholders offer our common shares, the Private Warrants or the Warrant Shares pursuant to this prospectus.  This may include a prospectus supplement that will describe the specific amounts, prices and terms of the offered common shares, Private Warrants or Warrant Shares. The prospectus supplement may also add, update or change the information contained in this prospectus. You should read carefully both this prospectus and any prospectus supplement, together with the additional information described below.

This prospectus does not contain all the information provided in the registration statement we filed with the Commission.  For further information about us or the securities offered hereby, you should refer to that registration statement, which you can obtain from the Commission as described below under "Where You Can Find More Information."


 

 
ii

 
 

 
 ENFORCEABILITY OF CIVIL LIABILITIES
 
 
Seanergy Maritime Holdings Corp. is a Marshall Islands company and our executive offices are located outside of the United States in Athens, Greece. All of our directors, officers and some of the experts named in this prospectus reside outside the United States. In addition, a substantial portion of our assets and the assets of our directors, officers and some of the experts are located outside of the United States. As a result, you may have difficulty serving legal process within the United States upon us or any of these persons. You may also have difficulty enforcing, both in and outside the United States, judgments you may obtain in U.S. courts against us or these persons in any action, including actions based upon the civil liability provisions of U.S. federal or state securities laws.  Furthermore, there is substantial doubt that the courts of the Republic of the Marshall Islands or Greece would enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws.
 

 
 
 

 
iii

 

 
 PROSPECTUS SUMMARY
 
This summary highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you should read the entire prospectus carefully, including the risk factors and the financial statements.
 
We use the term "deadweight tons," or dwt, in describing the capacity of our dry bulk carriers. Dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry. Dry bulk carriers are categorized as Handysize, Handymax/Supramax, Panamax and Capesize. The carrying capacity of a Handysize dry bulk carrier generally ranges from 10,000 to 30,000 dwt and that of a Handymax dry bulk carrier generally  ranges from 30,000 to 60,000 dwt. Supramax is a sub-category of the Handymax category and  typically has a cargo capacity of between 50,000 and 60,000 dwt.  By comparison, the carrying capacity of a Panamax dry bulk carrier generally ranges from 60,000 to 100,000 dwt and the carrying capacity of a Capesize dry bulk carrier is generally 100,000 dwt and above.
 
References in this prospectus to "Seanergy," "we," "us" or "our company" refer to Seanergy Maritime Holdings Corp. and our subsidiaries, but, if the context otherwise requires, may refer only to Seanergy Maritime Holdings Corp.  References in this prospectus to "Seanergy Maritime" refer to our predecessor, Seanergy Maritime Corp.  References in this prospectus to "BET" refer to Bulk Energy Transport (Holdings) Limited and its wholly owned subsidiaries.  We acquired a 50% controlling interest in BET in August 2009 through our right to appoint a majority of the BET board of directors.  For more information about us, please refer to our Annual Report on Form 20-F, filed on March 24, 2010, and the other reports incorporated into this prospectus by reference.
 
The Company

We are an international company providing worldwide transportation of dry bulk commodities through our vessel-owning subsidiaries and Bulk Energy Transport (Holdings) Limited, or BET. Our existing fleet, including BET's vessels, consists of one Handysize vessel, one Handymax vessel, two Supramax vessels, three Panamax vessels and four Capesize vessels. Our fleet carries a variety of dry bulk commodities, including coal, iron ore, and grains, as well as bauxite, phosphate, fertilizer and steel products.
 
We acquired our initial fleet of six dry bulk carriers on August 28, 2008 from the Restis family, one of our major shareholders. On July 14, 2009, we expanded our fleet by entering into a share purchase agreement with Constellation Bulk Energy Holdings, Inc., or Constellation, to acquire from Constellation a 50% ownership interest in BET for nominal cash consideration. The remaining 50% of BET is owned by Mineral Transport Holdings, Inc., or Mineral Transport, a company controlled by members of the Restis family. We also entered into a shareholders' agreement with BET and Mineral Transport that allows us, among other things to appoint a majority of the members of the board of directors of BET. As a result, we control BET, whose fleet consists of four Capesize vessels and one Panamax vessel.
 
In our view, our acquisitions demonstrate both our ability to successfully grow through acquisitions and our strategy to grow quickly and achieve critical mass. By acquiring dry bulk carriers of various sizes, we are also able to serve a variety of needs of a variety of charterers. Finally, by capitalizing on our relationship with the Restis family and its affiliates, which have a proven track record of more than 40 years in dry bulk shipping, we are able to take advantage of economies of scale and efficiencies resulting from the use of Restis affiliates for the technical and commercial management of our fleet.

Our Fleet

We control and operate, through our vessel-owning subsidiaries and BET, 11 dry bulk carriers that transport a variety of dry bulk commodities. The following table provides summary information about our fleet and its current employment:
 

 
1

 

 
 
 
 
 
 
 
 
 
 
 
Daily Time
 
 
 
 
 
 
 
 
Year
 
Terms of Time
 
Charter
 
 
Vessel/Flag
 
Type
 
Dwt
 
Built
 
Charter Period
 
Hire Rate
 
Charterer
 
 
African Oryx/Bahamas
 
Handysize
 
24,110
 
1997
 
Expiring August 2011
 
$7,000 plus a 50% profit share calculated on the average spot Time Charter Routes derived from the Baltic Supramax Index
 
MUR Shipping B.V.
 
 
 
 
 
 
 
 
 
 
 
 
 
African Zebra/Bahamas
 
Handymax
 
38,623
 
1985
 
Expiring August 2011
 
$7,500 plus a 50% profit share calculated on the average spot Time Charter Routes derived from the Baltic Supramax Index
 
MUR Shipping B.V.
Bremen Max/Isle of Man
 
Panamax
 
73,503
 
1993
 
Expiring September 2010
 
$15,500
 
SAMC
Hamburg Max/Isle of Man
 
Panamax
 
72,338
 
1994
 
Expiring September 2010
 
$15,500
 
SAMC
Davakis G./Bahamas(1)
 
Supramax
 
54,051
 
2008
 
Expiring January 2011
 
$21,000
 
Sangamon Transportation Group (Louis Dreyfus)
Delos Ranger/Bahamas(1)
 
Supramax
 
54,051
 
2008
 
Expiring March 2011
 
$20,000
 
Bunge S.A.
BET Commander/Isle of Man(2)
 
Capesize
 
149,507
 
1991
 
Expiring December 2011
 
$24,000
 
SAMC
BET Fighter/Isle of Man(2)
 
Capesize
 
173,149
 
1992
 
Expiring September 2011
 
$25,000
 
SAMC
BET Prince/Isle of Man(2)
 
Capesize
 
163,554
 
1995
 
Expiring January 2012
 
$25,000
 
SAMC
BET Scouter/Isle of Man(2)
 
Capesize
 
171,175
 
1995
 
Expiring October 2011
 
$26,000
 
SAMC
BET Intruder/Isle of Man(2)
 
Panamax
 
69,235
 
1993
 
Expiring September 2011
 
$15,500
 
SAMC
Total
 
 
 
1,043,296
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

(1)        Sister ships.
(2)        Vessels owned by BET.
 
Management of Our Fleet

We currently have two executive officers, Mr. Dale Ploughman, our chief executive officer, and Ms. Christina Anagnostara, our chief financial officer. In addition, we employ Ms. Theodora Mitropetrou, our general counsel, and a support staff of nine employees. In the future, we intend to employ such number of additional shore-based executives and employees as may be necessary to ensure the efficient performance of our activities.
 

 
2

 
 

We outsource the commercial brokerage and management of our fleet to companies that are affiliated with members of the Restis family. The commercial brokerage of our initial fleet of six vessels has been contracted out to Safbulk Pty Ltd., or Safbulk Pty, and the commercial brokerage of the BET fleet has been contracted to Safbulk Maritime S.A., or Safbulk Maritime. Safbulk Pty and Safbulk Maritime are collectively referred to throughout this prospectus as Safbulk. The management of our fleet and the BET fleet has been contracted out to Enterprises Shipping and Trading, S.A., or EST. All three of these entities are controlled by members of the Restis family.
 
Shipping Committee

We have established a shipping committee. The purpose of the shipping committee is to consider and vote upon all matters involving shipping and vessel finance.
 
Voting Agreement
 
Pursuant to a voting agreement, our board of directors is required to consist of 13 persons. Until May 20, 2010, when the voting agreement expires, certain of our shareholders who are affiliated with members of the Restis family, to whom we refer as the Restis affiliate shareholders, on the one hand, and Seanergy Maritime's founding shareholders, composed of Mr. Georgios Koutsolioutsos, the chairman of our board of directors, Mr. Alexios Komninos, one of our directors, and Mr. Ioannis Tsigkounakis, one of our former directors, to whom we refer collectively as the founding shareholders, on the other hand, have agreed to vote or cause to be voted certain shares they own or control in Seanergy so as to cause (i) six people named by the Restis affiliate shareholders to be elected to our board of directors, (ii) six people named by the founding shareholders to be elected to our board of directors, and (iii) one person jointly selected by the Restis affiliate shareholders and the founding shareholders to be elected to our board of directors.

Our Corporate History

Incorporation of Seanergy and Seanergy Maritime
 
We were incorporated under the laws of the Republic of the Marshall Islands pursuant to the Marshall Islands Business Corporation Act, or the BCA, on January 4, 2008, originally under the name Seanergy Merger Corp., as a wholly owned subsidiary of Seanergy Maritime Corp., a Marshall Islands corporation, or Seanergy Maritime. We changed our name to Seanergy Maritime Holdings Corp. on July 11, 2008.
 
Seanergy Maritime was incorporated in the Republic of the Marshall Islands on August 15, 2006 as a blank check company formed to acquire, through a merger, capital stock exchange, asset acquisition or other similar business combination, one or more businesses in the maritime shipping industry or related industries. Seanergy Maritime, up to the date of the business combination, had not commenced any business operations and was considered a development stage enterprise. Seanergy Maritime is our predecessor. See "— Dissolution and Liquidation."

Initial Public Offering of Seanergy Maritime
 
On September 28, 2007, Seanergy Maritime consummated its initial public offering of 23,100,000 units, including 1,100,000 units issued upon the partial exercise of the underwriters' over-allotment option, with each unit consisting of one share of its common stock and one warrant. Each warrant entitled the holder to purchase one share of Seanergy Maritime common stock at an exercise price of $6.50 per share. The units sold in Seanergy Maritime's initial public offering were sold at an offering price of $10.00 per unit, generating gross proceeds of $231,000,000. This resulted in a total of $227,071,000 in net proceeds, after deducting certain deferred offering costs that were held in a trust account maintained by Continental Stock Transfer & Trust Company, which we refer to as the Seanergy Maritime Trust Account.
 

 
3

 
 
 
Business Combination
 
We acquired our initial fleet of six dry bulk carriers from the Restis family for an aggregate purchase price of (i) $367,030,750 in cash, (ii) $28,250,000 (face value) in the form of a convertible promissory note, or the Note, and (iii) an aggregate of 4,308,075 shares of our common stock, subject to us meeting an Earnings Before Interest, Taxes, Depreciation and Amortization, or EBITDA, target of $72 million to be earned between October 1, 2008 and September 30, 2009, which target was achieved and the additional consideration was recorded as an increase in goodwill of $17,275,000, equal to the fair value of the 4,308,075 shares. This acquisition was made pursuant to the terms and conditions of a Master Agreement dated May 20, 2008 by and among us, Seanergy Maritime, our former parent, the several selling parties who are affiliated with members of the Restis family, and the several investing parties who are affiliated with members of the Restis family, and six separate memoranda of agreement between our vessel-owning subsidiaries and each seller, each dated as of May 20, 2008. The acquisition was completed with funds from the Seanergy Maritime Trust Account and with financing provided by Marfin Egnatia Bank S.A. of Greece, or Marfin.
 
On August 28, 2008, we completed our business combination and took delivery, through our designated nominees (which are wholly-owned subsidiaries) of three of the six dry bulk vessels, which included two 2008-built Supramax vessels and one 1997-built Handysize vessel, the M/V African Oryx, the M/V Davakis G and the M/V Delos Ranger. On September 11, 2008, we took delivery, through our designated nominee, of the fourth vessel, the M/V Bremen Max, a 1993-built Panamax vessel. On September 25, 2008, we took delivery, through our designated nominees, of the final two vessels, the M/V Hamburg Max, a 1994-built Panamax vessel, and the M/V African Zebra, a 1985-built Handymax vessel.
 
Dissolution and Liquidation
 
On August 26, 2008, shareholders of Seanergy Maritime also approved a proposal for the dissolution and liquidation of Seanergy Maritime, or the dissolution and liquidation, which was originally filed with the Commission on June 17, 2008, subsequently amended on July 31, 2008 and supplemented on August 22, 2008. Seanergy Maritime proposed the dissolution and liquidation because following the vessel acquisition described above, Seanergy Maritime was no longer needed and its elimination is expected to save substantial accounting, legal and compliance costs related to the U.S. federal income tax filings necessary because of Seanergy Maritime's status as a partnership for U.S. federal income tax purposes.
 
In connection with the dissolution and liquidation of Seanergy Maritime, on January 27, 2009, Seanergy Maritime filed Articles of Dissolution with the Registrar of Corporations of the Marshall Islands in accordance with Marshall Islands law and distributed to each holder of shares of common stock of Seanergy Maritime one share of our common stock for each share of Seanergy Maritime common stock owned by such shareholders. All outstanding warrants and the underwriter's unit purchase option of Seanergy Maritime concurrently become our obligations and became exercisable to purchase our common stock. Following the dissolution and liquidation of Seanergy Maritime, our common stock and warrants began trading on the NASDAQ Global Market on January 28, 2009. For purposes of this prospectus, all share data and financial information for the period prior to January 27, 2009 is that of Seanergy Maritime.
 
Purchase of Controlling Interest in BET
 
In August 2009, we expanded the size of our fleet through the acquisition of a 50% controlling interest in BET from Constellation. BET's other equity owner is Mineral Transport, which is an affiliate of members of the Restis family, one of our major shareholders. We entered into a shareholders' agreement with Mineral Transport that allows us, among other things, to appoint a majority of the members of the board of directors of BET. BET's fleet consists of four Capesize vessels and one Panamax vessel.
 

 
4

 

 
Corporate Structure
 
We are incorporated in the Republic of the Marshall Islands under the name Seanergy Maritime Holdings Corp. Our executive offices are located at 1-3 Patriarchou Grigoriou, 166 74 Glyfada, Athens, Greece and our telephone number is +30-210-963-8461.
 
The Securities Offered by the Selling Security Holders
 
The selling security holders listed herein are using this prospectus to offer (i) up to an aggregate of 20,560,610 shares of our common stock, (ii) up to an aggregate of 16,016,667 of the Private Warrants, and (iii) the Warrant Shares, consisting of up to an aggregate of 16,016,667 shares of our common stock issuable upon the exercise of the Private Warrants.
 
The selling security holders acquired the 20,560,610 shares of our common stock in the following transactions:

·           5,500,000 shares were originally issued to the founding shareholders in the form of shares of Seanergy Maritime prior to its initial public offering consummated on September 28, 2007; following the dissolution and liquidation of Seanergy Maritime, the founding shareholders obtained 5,500,000 of our common shares in the exchange whereby Seanergy Maritime's shareholders received one share of our common stock for each share of Seanergy Maritime common stock owned by such shareholders; 2,750,000 of such founding shareholders' shares of our common stock have since been acquired by the Restis affiliate shareholders;

·           2,260,000 shares were originally issuable to the Restis affiliate shareholders upon conversion of a $28,250,000 convertible promissory note, or the Note, which constituted part of the consideration for the six dry bulk carriers we acquired on August 28, 2008 from entities controlled by members of the Restis family;

·           4,325,868 additional shares became issuable to the Restis affiliate shareholders in connection with the amendment to the Note, dated August 19, 2009, in which the conversion price was reduced to $4.45598 per share; as a condition to the decrease in the conversion price, the Restis affiliate shareholders agreed to exercise their option to convert the Note, in full, on the date of the amendment;

·           4,308,075  shares were acquired by the Restis affiliate shareholders in the form of conditional consideration for the six dry bulk carriers we acquired on August 28, 2008, which condition consisted of our attainment of certain earnings targets between October 1, 2008 and September 30, 2009; and

·           4,166,667 shares were acquired by the Restis affiliate shareholders in a private transaction that took place concurrently with the public offering of our common shares that we completed on February 3, 2010.

The 16,016,667 Private Warrants were originally issued by Seanergy Maritime in a private placement on September 28, 2007, prior to the consummation of our public offering. In such private placement, all of Seanergy Maritime's executive officers purchased from Seanergy Maritime an aggregate of 16,016,667 warrants at $0.90 per warrant. Following the dissolution and liquidation of Seanergy Maritime, we assumed the 16,016,667 Seanergy Maritime warrants in the form of the Private Warrants.
 

 
5

 
 
 
Recent Developments
 
On May 3, 2010, we announced that we had entered into a Letter of Intent with Maritime Capital Shipping (Holdings) Limited, of the British Virgin Islands, or the Seller, to acquire a 51% ownership interest in Maritime Capital Shipping Limited, of Bermuda, or MCS, for a purchase price of $33.0 million.
 
MCS is based in Hong Kong and is a provider of international maritime transportation services through its ownership of dry bulk vessels. Its current fleet is comprised of 9 Handysize dry bulk carriers with a combined cargo-carrying capacity of 249,236 dwt and an average fleet age of approximately 10.7 years.
 
The Seller, controlled by members of the Restis family, will retain a 49% ownership interest in MCS.
 
As a result of the acquisition, the size of our fleet will increase from 11 to 20 dry bulk vessels with a combined cargo-carrying capacity of approximately 1,292,532 dwt and an average fleet age of 12.6 years, comprising four Capesize, three Panamax, two Supramax, one Handymax and 10 Handysize dry bulk carriers.
 
The acquisition is subject to a due diligence review, lender approval and board approval. Once these reviews and approvals are obtained, the final documentation can be completed, which is expected to be entered into by the Seller and us by June 1, 2010.
 
 
 

 
6

 

 
RISK FACTORS
 
           An investment in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks and other information set forth below as well as the risks and other information we include or incorporate by reference in this prospectus and any prospectus supplement. In particular, you should consider the risk factors under the heading "Part I — Item 3. Key Information – Risk Factors" in our Annual Report on Form 20-F for the fiscal year ended December 31, 2009 on file with the Commission, which is incorporated by reference in this prospectus, in each case as those risk factors are amended or supplemented by our subsequent filings with the Commission. The risks and uncertainties we have described are not the only ones facing our company. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also affect our business operations. Additional risk factors may be included in a prospectus supplement relating to a particular offering of securities. If any of these risks actually occurs, our business, financial condition or results of operations would likely suffer. In that case, the trading price of our common stock, including any Warrant Shares, or the trading price of our warrants, including any Private Warrants, could fall, and consequently you may lose all or part of the money you paid to buy our common stock, including any Warrant Shares, or our warrants, including any Private Warrants.
 
U.S. tax authorities could treat us as a "passive foreign investment company," which could have adverse U.S. federal income tax consequences to U.S. holders.

A foreign corporation will be treated as a "passive foreign investment company," or PFIC, for U.S. federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of "passive income" or (2) at least 50% of the average value of the corporation's assets produce or are held for the production of those types of "passive income." For purposes of these tests, "passive income" includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute "passive income." U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.

We should not be a PFIC with respect to any taxable year. Based upon our operations as described herein, our income from time charters should not be treated as passive income for purposes of determining whether we are a PFIC. Accordingly, our income from our time chartering activities should not constitute "passive income," and the assets that we own and operate in connection with the production of that income should not constitute passive assets.

There is substantial legal authority supporting this position consisting of case law and U.S. Internal Revenue Service, or IRS, pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, it should be noted that there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes. Accordingly, no assurance can be given that the IRS or a court of law will accept this position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if the nature and extent of our operations changed.

If the IRS were to find that we are or have been a PFIC for any taxable year, our U.S. shareholders would face adverse U.S. federal income tax consequences and certain information reporting requirements. Under the PFIC rules, unless those shareholders make an election available under the United States Internal Revenue Code of 1986 as amended, or the Code (which election could itself have adverse consequences for such shareholders, as discussed below under "Tax Considerations – U.S. Federal Income Taxation – U.S. Federal Income Taxation of U.S. Holders"), such shareholders would be liable to pay U.S. federal income tax at the then prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of their common shares, as if the excess distribution or gain had been recognized ratably over the shareholder's holding period of the common shares. See "Tax Considerations – U.S. Federal Income Taxation – U.S. Federal Income Taxation of U.S. Holders" for a more comprehensive discussion of the U.S. federal income tax consequences to U.S. shareholders if we are treated as a PFIC.
 

 
7

 
 
 
We may have to pay tax on U.S. source income, which would reduce our earnings.

Under the Code, 50% of the gross shipping income of a vessel owning or chartering corporation, such as us and our subsidiaries, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States, exclusive of certain U.S. territories and possessions, may be subject to a 4% U.S. federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under Section 883 of the Code and the applicable Treasury Regulations recently promulgated thereunder.

We believe that we qualify for the benefits of Section 883. However, there are factual circumstances beyond our control that could cause us or any one of our ship-operating companies to fail to qualify for this tax exemption and thereby subject us to U.S. federal income tax on our U.S. source income. For example, we would fail to qualify for exemption under Section 883 of the Code for a particular tax year if shareholders, each of whom owned, actually or under applicable constructive ownership rules, a 5% or greater interest in the vote and value of the outstanding shares of our stock, owned in the aggregate 50% or more of the vote and value of the outstanding shares of our stock, and "qualified shareholders" as defined by the regulations to Section 883 did not own, directly or under applicable constructive ownership rules, sufficient shares in our closely-held block of stock to preclude the shares in the closely-held block that are not so owned from representing 50% or more of the value of our stock for more than half of the number of days during the taxable year. Establishing such ownership by qualified shareholders will depend upon the status of certain of our direct or indirect shareholders as residents of qualifying jurisdictions and whether those shareholders own their shares through bearer share arrangements. In addition, such shareholders will also be required to comply with ownership certification procedures attesting that they are residents of qualifying jurisdictions, and each intermediary's or other person's similar compliance in the chain of ownership between us and such shareholders.

Due to the factual nature of the issues involved, we can give no assurances on the tax-exempt status of ours or that of any of our other subsidiaries. If we or our subsidiaries are not entitled to exemption under Section 883 for any taxable year, we or our subsidiaries could be subject for those years to an effective 4% U.S. federal income tax on the shipping income such companies derive during the year that are attributable to the transport of cargoes to or from the United States. The imposition of this taxation would have a negative effect on our business and would result in decreased earnings available for distribution to our shareholders.

 
 

 
8

 
 
 
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
This prospectus contains certain forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management's expectations, hopes, beliefs, intentions or strategies regarding the future and other statements other than statements of historical fact. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipates," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predicts," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about our:
 
·           our future operating or financial results;
 
·           our financial condition and liquidity, including our ability to obtain additional financing in the future to fund capital expenditures, acquisitions and other general corporate activities;
 
·           our ability to pay dividends in the future;
 
·           dry bulk shipping industry trends, including charter rates and factors affecting vessel supply and demand;
 
·           future, pending or recent acquisitions, business strategy, areas of possible expansion, and expected capital spending or operating expenses;
 
·           the useful lives and changes in the value of our vessels and their impact on our compliance with loan covenants;
 
·           availability of crew, number of off-hire days, dry-docking requirements and insurance costs;
 
·           global and regional economic and political conditions;
 
·           our ability to leverage Safbulk's and EST's relationships and reputation in the dry bulk shipping industry;
 
·           changes in seaborne and other transportation patterns;
 
·           changes in governmental rules and regulations or actions taken by regulatory authorities;
 
·           potential liability from future litigation and incidents involving our vessels;
 
·           acts of terrorism and other hostilities; and
 
·           other factors discussed in the section titled "Risk Factors."
 
The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading "Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws and/or if and when management knows or has a reasonable basis on which to conclude that previously disclosed projections are no longer reasonably attainable.
 

 
9

 
 
 
CAPITALIZATION
 
The following table sets forth our capitalization as of March 31, 2010.
 
You should read this table in conjunction with our historical consolidated financial statements, together with the respective notes thereto, included by reference in this prospectus. There are no adjustments to capitalization because we will not receive any proceeds from the sale of our common shares, Private Warrants or Warrant Shares by the selling security holders.
 

(All figures in thousands of dollars, except for share amounts)
 
 
 
Debt:
     
Long-term revolving credit financing (secured)
  $ 54,845  
Long-term term facility financing (secured), including current portion of $25,906
    235,211  
Total debt
  $ 290,066  
 
       
Shareholders' equity:
       
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued
    --  
Common stock, $0.0001 par value; 200,000,000 authorized shares as at March 31, 2010, 60,200,170  shares, issued and outstanding
  $ 6  
Additional paid-in capital
    242,219  
Accumulated deficit
    (4,636 )
Noncontrolling interest
    20,119  
Total equity
  $ 257,708  
Total capitalization
  $ 547,774  

 

 

 
10

 
 
 
PER SHARE MARKET PRICE INFORMATION

Our common shares are currently listed on the NASDAQ Global Market under the symbol "SHIP".
 
The table below sets forth the high and low closing prices for each of the periods indicated for our common shares on the American Stock Exchange and the NASDAQ Global Market. Seanergy Maritime's common shares were originally listed on the American Stock Exchange. On October 15, 2008, Seanergy Maritime's common shares commenced trading on the NASDAQ Global Market. Following the dissolution of Seanergy Maritime, our common shares started trading on the NASDAQ Global Market on January 28, 2009.
 
 
 
High
   
Low
 
Annual Highs and Lows
 
 
   
 
 
For the Fiscal Year Ended December 31, 2007
  $ 9.67     $ 9.26  
For the Fiscal Year Ended December 31, 2008
  $ 10.00     $ 3.15  
For the Fiscal Year Ended December 31, 2009
  $ 5.35     $ 2.93  
                 
For the Quarter Ended
               
2008
               
March 31, 2008
  $ 9.48     $ 9.01  
June 30, 2008
  $ 10.00     $ 9.15  
September 30, 2008
  $ 10.00     $ 7.21  
December 31, 2008
  $ 8.55     $ 3.15  
2009                
March 31, 2009
  $ 5.35     $ 3.68  
June 30, 2009
  $ 4.50     $ 3.25  
September 30, 2009
  $ 4.94     $ 3.56  
December 31, 2009
  $ 4.50     $ 2.93  
2010                
March 31, 2010
  $ 2.99     $ 1.05  
                 
For the Month Ended
               
November 2009
  $ 3.99     $ 3.30  
December 2009
  $ 4.35     $ 2.93  
January 2010
  $ 2.99     $ 1.20  
February 2010
  $ 1.32     $ 1.05  
March 2010
  $ 1.20     $ 1.12  
April 2010
  $ 1.41     $ 1.16  
May 1 to May 7, 2010
  $ 1.59     $ 1.29  

 
 
11

 
 
 
DIVIDEND POLICY
 
We had initially expressed an intent to pay dividends in the aggregate amount of $1.20 per common share on a quarterly basis during the one-year period commencing with the second full quarter following the initial closing of the acquisition of the six vessels that composed our initial fleet, which was the quarter ending March 31, 2009. We have, however, determined to temporarily suspend the payment of any dividends based on restrictions imposed on us by our senior lender. We have not yet determined when any dividend payments will be resumed, if at all. In the event we determine to resume any dividend payments, under the terms of the waiver obtained with respect to our loan facilities' security margin clause, the written approval of Marfin will be required before the payment of any dividends. The declaration and payment of any dividend is subject to the discretion of our board of directors. The timing and amount of dividend payments will be in the discretion of our board of directors and be dependent upon our earnings, financial condition, cash requirements and availability, fleet renewal and expansion, restrictions in our loan agreements, the provisions of Marshall Islands law affecting the payment of dividends to shareholders and other factors. Our board of directors may review and amend our dividend policy from time to time in light of our plans for future growth and other factors.
 


 
12

 

 
USE OF PROCEEDS
 
We will not receive any proceeds from the sale of our common stock, Private Warrants or Warrant Shares by the selling security holders.

We may receive proceeds from the exercise of the Private Warrants to the extent that the Private Warrants are exercised for cash. If all of the Private Warrants were exercised for cash in full, the proceeds would be approximately $104,108,336.  We expect to use the proceeds, if any, for working capital. We can make no assurances that any of the Private Warrants will be exercised, or if exercised, that the Private Warrants will be exercised for cash, the quantity that will be exercised or when they will be exercised.
 
 

 
13

 
 
 
TAX CONSIDERATIONS
 
The following is a discussion of the material Marshall Islands and United States federal income tax considerations relevant to an investment decision by a U.S. Holder and a Non-U.S. Holder, each as defined below, with respect to the common shares and the Private Warrants. This discussion does not purport to deal with the tax consequences of owning common shares and Private Warrants to all categories of investors, some of which, such as dealers in securities, investors whose functional currency is not the United States dollar and investors that own, actually or under applicable constructive ownership rules, 10% or more of our common shares, may be subject to special rules. This discussion deals only with holders who purchase common shares and Private Warrants in connection with this offering and hold the common shares or Private Warrants as a capital asset. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local or foreign law of the ownership of common shares and Private Warrants.
 
Marshall Islands Tax Considerations
 
In the opinion of Seward & Kissel LLP, the following are the material Marshall Islands tax consequences of the Company's activities to the Company and shareholders of common shares and Private Warrants. The Company is incorporated in the Republic of the Marshall Islands. Under current Marshall Islands law, the Company is not subject to tax on income or capital gains, and no Marshall Islands withholding tax will be imposed upon payments of dividends by the Company to its shareholders.

United States Taxation

The following discussion is based upon the provisions of the Code, existing and proposed U.S. Treasury Department regulations, administrative rulings, pronouncements and judicial decisions, all as of the date hereof.  This discussion assumes that the Company does not have an office or other fixed place of business in the United States. Unless the context otherwise requires, the reference to Company below shall be meant to refer to both the Company and its vessel owning and operating subsidiaries.

Taxation of the Company's Shipping Income: In General

The Company anticipates that it will derive substantially all of its gross income from the use and operation of vessels in international commerce and that this income will principally consist of freights from the transportation of cargoes, hire or lease from time or voyage charters and the performance of services directly related thereto, which the Company refers to as "shipping income."

Shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States will be considered to be 50% derived from sources within the United States. Shipping income attributable to transportation that both begins and ends in the United States will be considered to be 100% derived from sources within the United States. The Company is not permitted by law to engage in transportation that gives rise to 100% U.S. source income. Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the United States. Shipping income derived from sources outside the United States will not be subject to U.S. federal income tax.

Based upon the Company's anticipated shipping operations, the Company's vessels will operate in various parts of the world, including to or from U.S. ports. Unless exempt from U.S. taxation under Section 883 of the Code, the Company will be subject to U.S. federal income taxation, in the manner discussed below, to the extent its shipping income is considered derived from sources within the United States.
 
 
 
14

 
 

Application of Code Section 883

Under Section 883 of the Code and the final Treasury Regulations promulgated thereunder, or the final regulations, a foreign corporation will be exempt from U.S. federal income taxation on its U.S.-source shipping income if:
 
 
(1)
it is organized in a qualified foreign country which, as defined, is one that grants an "equivalent exemption" to corporations organized in the United States in respect of each category of shipping income for which exemption is being claimed under Section 883 and to which we refer to as the Country of Organization Test; and
 
 
(2)
either

 
(A)
more than 50% of the value of its stock is beneficially owned, directly or indirectly, by qualified shareholders which as defined includes individuals who are "residents" of a qualified foreign country which we refer to as the 50% Ownership Test, or

 
(B)
its stock, or that of its 100% parent, is "primarily and regularly traded on an established securities market" in a qualified foreign country or in the U.S., which we refer to as the Publicly-Traded Test.

The Republic of the Marshall Islands, Panama and Cyprus, the jurisdictions where the Company and its vessel-owning subsidiaries are incorporated, each have been officially recognized by the IRS as a qualified foreign country that grants the requisite equivalent exemption from tax in respect of each category of shipping income we and our subsidiaries earn and currently expect to earn in the future. Therefore, the Company and each of its wholly-owned subsidiaries will be exempt from U.S. federal income taxation with respect to its U.S.-source shipping income if it satisfies either the 50% Ownership Test or the Publicly-Traded Test.  The Company does not believe that it is able to satisfy the 50% Ownership Test due to the widely-held ownership of its stock.  The Company's ability and that of its subsidiaries to qualify for exemption under Section 883 is solely dependent upon satisfaction of the Publicly-Traded Test as discussed below.

The final regulations provide, in pertinent part, that stock of a foreign corporation will be considered to be "primarily traded" on an established securities market if the number of shares of each class of stock that are traded during any taxable year on all established securities markets in that country exceeds the number of shares in each such class that are traded during that year on established securities markets in any other single country. The Company's common shares, which are its sole class of issued and outstanding stock, are "primarily traded" on the NASDAQ Global Market.

Under the final regulations, the Company's common shares will be considered to be "regularly traded" on an established securities market if one or more classes of the Company's shares representing more than 50% of the Company's outstanding shares, by total combined voting power of all classes of stock entitled to vote and total value, will be listed on the market, which we refer to as the listing threshold. Since the Company's common shares are listed on the NASDAQ Global Market, it satisfies the listing requirement.

It is further required that with respect to each class of stock relied upon to meet the listing threshold (i) such class of stock is traded on the market, other than in minimal quantities, on at least 60 days during the taxable year or 1/6 of the days in a short taxable year; and (ii) the aggregate number of shares of such class of stock traded on such market during the taxable year is at least 10% of the average number of shares of such class of stock outstanding during such year or as appropriately adjusted in the case of a short taxable year. The Company did not satisfy the trading volume test during 2009 and may not be treated as having satisfied the trading frequency test during 2009, but expects to satisfy both of these tests in 2010. Even though the Company did not satisfy the trading volume test in 2009, the final regulations under Section 883 provide that the trading frequency and trading volume tests will be deemed satisfied if, as is the case with the Company's common shares, such class of stock is traded on an established market in the United States and such stock is regularly quoted by dealers making a market in such stock. Therefore, the Company intends to take the position that it satisfied the trading frequency and trading volume tests during 2009.

Notwithstanding the foregoing, the final regulations provide, in pertinent part, that a class of stock will not be considered to be "regularly traded" on an established securities market for any taxable year in which 50% or more of the issued and outstanding shares of such class of stock are owned, actually or constructively under specified stock attribution rules, on more than half the days during the taxable year by persons who each own 5% or more of the vote and value of such class of stock, which we refer to as the 5 Percent Override Rule.

 
15

 
 

For purposes of being able to determine the persons who own 5% or more of the Company's common shares, or 5% Shareholders, the final regulations permit the Company to rely on those persons that are identified on Schedule 13G and Schedule 13D filings with the Commission as having a 5% or more beneficial interest in the Company's common stock. The final regulations further provide that an investment company identified on a Commission Schedule 13G or Schedule 13D filing which is registered under the Investment Company Act of 1940, as amended, will not be treated as a 5% Shareholder for such purposes.

After this offering, the Company should not be subject to the 5% Override Rule. However, if the Company's 5% Shareholders were to come to own a majority of its common shares on more than half the days of the taxable year, then the Company will be subject to the 5% Override Rule unless it can establish that among the closely-held group of 5% Shareholders, there are sufficient 5% Shareholders that are qualified shareholders for purposes of Section 883 to preclude non-qualified shareholders in the closely-held group from owning 50% or more of the Company's common shares for more than half the number of days during the taxable year. In order to establish this, sufficient 5% Shareholders that are qualified shareholders would have to comply with certain documentation and certification requirements designed to substantiate their identity as qualified shareholders. United Capital Investments Corp., or United Capital Investments, is expected to be the beneficial owner of approximately 39.29% of the Company's common shares following this offering. The Company believes that each of the beneficial owners of United Capital Investments is a resident of Greece within the meaning of the Section 883 regulations. If necessary, the Company believes that could obtain the certifications necessary from such beneficial owners to substantiate their identity as qualified shareholders. However, it should be noted these requirements are onerous and there can be no assurance that the Company will be able to satisfy them.

Taxation in Absence of Internal Revenue Code Section 883 Exemption

To the extent the benefits of Section 883 are unavailable with respect to any item of U.S. source shipping income, to the extent not considered to be "effectively connected" with the conduct of a U.S. trade or business, as described below, the Company and each of its subsidiaries would be subject to a 4% tax imposed on such income by Section 887 of the Code on a gross basis, without the benefit of deductions, which we refer to as the 4% Tax. Since under the sourcing rules described above, no more than 50% of the Company's shipping income would be treated as being derived from U.S. sources, the maximum effective rate of U.S. federal income tax on the Company's shipping income would never exceed 2% under the 4% Tax.

To the extent the benefits of the Section 883 exemption are unavailable and the Company's U.S.-source shipping income is considered to be "effectively connected" with the conduct of a U.S. trade or business, as described below, any such "effectively connected" U.S.-source shipping income, net of applicable deductions, would be subject to the U.S. federal corporate income tax currently imposed at rates of up to 35%. In addition, the Company may be subject to the 30% "branch profits" taxes on earnings effectively connected with the conduct of such trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of its U.S. trade or business.
 
The Company's U.S.-source shipping income would be considered "effectively connected" with the conduct of a U.S. trade or business only if:
 
 
·
the Company has, or is considered to have, a fixed place of business in the United States involved in the earning of shipping income; and
 
 
·
substantially all of its U.S.-source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.
 
The Company does not intend to have, or permit circumstances that would result in having any vessel operating to the United States on a regularly scheduled basis. Based on the foregoing and on the expected mode of the Company's shipping operations and other activities, the Company believes that none of its U.S.-source shipping income will be "effectively connected" with the conduct of a U.S. trade or business.
 
 
 
16

 
 

United States Federal Income Taxation of the BET Fleet

On August 12, 2009, the Company acquired a 50% controlling interest in BET from Constellation. During the course of Mineral Transport's joint venture with Constellation and its parent corporation, Constellation Energy Group, Inc., for the operation of the BET fleet, BET failed to timely file an election to be treated as a disregarded entity for U.S. tax purposes, which is commonly referred to as a "check-the-box" election. Without this check-the-box election, the U.S.-source shipping income of each ship-owning corporation in the BET fleet will be subject to the 4% Tax on its U.S.-source shipping income for the 2008 and 2009 tax years since the ship-owning corporations cannot otherwise qualify for Section 883 relief under the Section 883 regulations.

Subsequent to the acquisition, BET applied for and obtained the IRS's permission to make a check-the-box election after the fact as if the check-the-box election was made at the formation of BET. As a result of obtaining this ruling from the IRS, we believe that the BET Fleet qualified for tax exemption for the 2008 and 2009 tax years and should continue to qualify for such exemption in future years.

Gain on Sale of Vessels

Regardless of whether the Company qualifies for exemption under Section 883, the Company will not be subject to U.S. federal income taxation with respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States under U.S. federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. It is expected that any sale of a vessel by the Company will be considered to occur outside of the United States.

Taxation of U.S. Holders

The following is a discussion of the material U.S. federal income tax considerations relevant to an investment decision by a U.S. Holder, as defined below, with respect to the Company's common shares and Private Warrants. This discussion does not purport to deal with the tax consequences of owning common shares or Private Warrants to all categories of investors, some of which may be subject to special rules. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local or foreign law of the ownership of common shares or Private Warrants.

As used herein, the term "U.S. Holder" means a beneficial owner of common shares or Private Warrants that (i) is a U.S. citizen or resident, a U.S. corporation or other U.S. entity taxable as a corporation, an estate, the income of which is subject to U.S. federal income taxation regardless of its source, or a trust if a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust and (ii) owns the common shares or Private Warrants as a capital asset, generally, for investment purposes.

If a partnership holds common shares or Private Warrants, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding common shares or Private Warrants, you are encouraged to consult your own tax advisor on this issue.

Distributions

Subject to the discussion of PFICs below, any distributions made by the Company with respect to common shares to a U.S. Holder will generally constitute dividends, which may be taxable as ordinary income or "qualified dividend income" as described in more detail below, to the extent of the Company's current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of the Company's earnings and profits will be treated first as a non-taxable return of capital to the extent of the U.S. Holder's tax basis in his common shares on a dollar-for-dollar basis and thereafter as capital gain. Because the Company is not a U.S. corporation, U.S. Holders that are corporations will not be entitled to claim a dividends-received deduction with respect to any distributions they receive from the Company.
 
 
 
17

 
 
 
Dividends paid on common shares to a U.S. Holder which is an individual, trust, or estate, to which we refer as a U.S. Non-Corporate Holder, will generally be treated as "qualified dividend income" that is taxable to such shareholders at preferential U.S. federal income tax rates (currently through 2010) provided that (1) the common shares are readily tradable on an established securities market in the United States (such as the NASDAQ Global Market on which the common shares are listed); (2) the Company is not a PFIC for the taxable year during which the dividend is paid or the immediately preceding taxable year (which the Company does not believe it is, has been or will be); and (3) the U.S. Non-Corporate Holder has owned the common shares for more than 60 days in the 121-day period beginning 60 days before the date on which the common shares become ex-dividend.

Legislation has been previously introduced in the U.S. Congress which, if enacted in its present form, would preclude the dividends paid by the Company from qualifying for such preferential rates prospectively from the date of the enactment. Any dividends paid by the Company which are not eligible for these preferential rates will be taxed as ordinary income to a U.S. Holder. Further, in the absence of legislation extending the term of the preferential tax rates for qualified dividend income, all dividends received by a taxpayer in tax years beginning on January 1, 2011 or later will be taxed at ordinary graduated tax rates.

Special rules may apply to any ''extraordinary dividend'' – generally, a dividend in an amount which is equal to or in excess of 10% of a shareholder's adjusted basis in a common share – paid by the Company. If the Company pays an ''extraordinary dividend'' on its common stock that is treated as ''qualified dividend income,'' then any loss derived by a U.S. Non-Corporate Holder from the sale or exchange of such common stock will be treated as long-term capital loss to the extent of such dividend.

Sale, Exchange or other Disposition of Common Shares

Assuming the Company does not constitute a PFIC for any taxable year, a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of the Company's common shares in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder's tax basis in such stock. Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder's holding period in the common shares is greater than one year at the time of the sale, exchange or other disposition. A U.S. Holder's ability to deduct capital losses is subject to certain limitations.

Exercise or Sale, Retirement or Other Taxable Disposition of Private Warrants

Neither the Company nor a U.S. Holder of a warrant will recognize gain or loss as a result of the U.S. Holder's receipt of common shares upon exercise of a Private Warrant. A U.S. Holder's adjusted tax basis in the common shares received will be an amount equal to the sum of (i) the U.S. Holder's adjusted tax basis in the Private Warrant exercised plus (ii) the amount of the exercise price for the Private Warrant.  If the Private Warrants lapse without exercise, a U.S. Holder will recognize capital loss in the amount equal to the U.S. Holder's adjusted tax basis in the Private Warrants. A U.S. Holder's holding period for common shares received upon exercise of a Private Warrant will commence on the date the Private Warrant is exercised.

Upon the sale, retirement or other taxable disposition of a Private Warrant (other than an exercise of the Private Warrant in exchange for common shares), a U.S. Holder will generally recognize gain or loss to the extent of the difference between the sum of the cash and the fair market value of any property received in exchange therefor and the U.S. Holder's tax basis in the Private Warrant. Any such gain or loss recognized by a holder upon the sale, retirement or other taxable disposition of a Private Warrant will be capital gain or loss and will be long-term capital gain or loss if the Private Warrant has been held for more than one year.

The exercise price of a Private Warrant is subject to adjustment under certain circumstances. If an adjustment increases a proportionate interest of the holder of a Private Warrant in the fully diluted common shares without proportionate adjustments to the holders of our common shares, U.S. Holder of the Private Warrants may be treated as having received a constructive distribution, which may be taxable to the U.S. Holder as a dividend.
 
 
 
18

 


PFIC Status and Significant Tax Consequences

Special U.S. federal income tax rules apply to a U.S. Holder that holds stock in a foreign corporation classified as a PFIC for U.S. federal income tax purposes. In general, the Company will be treated as a PFIC with respect to a U.S. Holder if, for any taxable year in which such holder held the Company's common shares, either:

 
·
at least 75% of the Company's gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business), or

 
·
at least 50% of the average value of the assets held by the corporation during such taxable year produce, or are held for the production of, passive income.

For purposes of determining whether the Company is a PFIC, the Company will be treated as earning and owning its proportionate share of the income and assets, respectively, of any of its subsidiary corporations in which it owns at least 25% of the value of the subsidiary's stock (including, for example, BET). Income earned, or deemed earned, by the Company in connection with the performance of services would not constitute passive income. By contrast, rental income would generally constitute "passive income" unless the Company is treated under specific rules as deriving its rental income in the active conduct of a trade or business.

Based on the Company's current operations and future projections, the Company does not believe that it is, nor does it expect to become, a PFIC with respect to any taxable year. Although there is no legal authority directly on point, the Company's belief is based principally on the position that, for purposes of determining whether the Company is a PFIC, the gross income the Company derives or is deemed to derive from the time chartering and voyage chartering activities of its wholly-owned subsidiaries should constitute services income, rather than rental income. Correspondingly, the Company believes that such income does not constitute passive income, and the assets that the Company or its wholly-owned subsidiaries own and operate in connection with the production of such income, in particular, the vessels, do not constitute passive assets for purposes of determining whether the Company is a PFIC. The Company believes there is substantial legal authority supporting its position consisting of case law and IRS pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes. It should be noted that in the absence of any legal authority specifically relating to the statutory provisions governing PFICs, the IRS or a court could disagree with this position. In addition, although the Company intends to conduct its affairs in a manner to avoid being classified as a PFIC with respect to any taxable year, there can be no assurance that the nature of its operations will not change in the future.

As discussed more fully below, if the Company were to be treated as a PFIC for any taxable year, a U.S. Holder would be subject to different taxation rules depending on whether the U.S. Holder makes an election to treat the Company as a Qualified Electing Fund, which election is referred to as a QEF election. As an alternative to making a QEF election, a U.S. Holder should be able to make a "mark-to-market" election with respect to the common shares, as discussed below. In addition, if the Company were to be treated as a PFIC for any taxable year after 2010, a U.S. Holder would be required to file an annual report with the IRS for that year with respect to such holder's common shares.

If the Company is treated as a PFIC for U.S. federal income tax purposes, then a U.S. Holder of Private Warrants would be subject to the PFIC rules with respect to his or her ownership of the warrants. It should be noted that a U.S. Holder of a Private Warrant will not be permitted to make a QEF election or a mark-to-market election with respect to the Private Warrants.

Taxation of U.S. Holders Making a Timely QEF Election

If a U.S. Holder makes a timely QEF election, which U.S. Holder is referred to as an Electing Holder, the Electing Holder must report each year for U.S. federal income tax purposes his pro rata share of the Company's ordinary earnings and its net capital gain, if any, for the Company's taxable year that ends with or within the taxable year of the Electing Holder, regardless of whether or not distributions were received from the Company by the Electing Holder. The Electing Holder's adjusted tax basis in the common shares will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed will result in a corresponding reduction in the adjusted tax basis in the common shares and will not be taxed again once distributed. An Electing Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of the common shares.  A U.S. Holder may not make a QEF election with respect to its ownership of a Private Warrant.
 
 
 
19

 


Taxation of U.S. Holders Making a "Mark-to-Market" Election

Alternatively, if the Company were to be treated as a PFIC for any taxable year and, as anticipated, the common shares is treated as "marketable stock," a U.S. Holder would be allowed to make a "mark-to-market" election with respect to the Company's common shares. If that election is made, the U.S. Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the common shares at the end of the taxable year over such holder's adjusted tax basis in the common shares. The U.S. Holder would also be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder's adjusted tax basis in the common shares over its fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A U.S. Holder's tax basis in his common shares would be adjusted to reflect any such income or loss amount. Gain realized on the sale, exchange or other disposition of the common shares would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the common shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included by the U.S. Holder. A U.S. Holder may not make a mark-to-market election with respect to its ownership of Private Warrants.

Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election

Finally, if the Company were to be treated as a PFIC for any taxable year, a U.S. Holder who does not make either a QEF election or a "mark-to-market" election for that year, to whom we refer as a Non-Electing Holder, would be subject to special rules with respect to (1) any excess distribution (i.e., the portion of any distributions received by the Non-Electing Holder on the common shares in a taxable year in excess of 125% of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder's holding period for the common shares), and (2) any gain realized on the sale, exchange or other disposition of the common shares or Private Warrants. Under these special rules:

 
·
the excess distribution or gain would be allocated ratably over the Non-Electing Holders' aggregate holding period for the common shares or Private Warrants;

 
·
the amount allocated to the current taxable year and any taxable years before the Company became a PFIC would be taxed as ordinary income; and

 
·
the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.

These penalties would not apply to a pension or profit sharing trust or other tax-exempt organization that did not borrow funds or otherwise utilize leverage in connection with its acquisition of the common shares or Private Warrants. If a Non-Electing Holder who is an individual dies while owning the common shares or Private Warrants, such holder's successor generally would not receive a step-up in tax basis with respect to such stock.
 
 
 
20

 


U.S. Federal Income Taxation of "Non-U.S. Holders"

A beneficial owner of common shares or Private Warrants that is not a U.S. Holder (other than a partnership) is referred to herein as a Non-U.S. Holder.

Dividends on Common Shares

Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on dividends received from us with respect to our common shares, unless that income is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of a U.S. income tax treaty with respect to those dividends, that income is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States.

Sale, Exchange or Other Disposition of Common Shares or Warrants

Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of our common shares or Private Warrants, unless:

 
·
the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of an income tax treaty with respect to that gain, that gain is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States; or

 
·
the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.

If the Non-U.S. Holder is engaged in a U.S. trade or business for U.S. federal income tax purposes, the income from the common shares and Private Warrants, including dividends and the gain from the sale, exchange or other disposition of the shares that is effectively connected with the conduct of that trade or business will generally be subject to regular U.S. federal income tax in the same manner as discussed in the previous section relating to the taxation of U.S. Holders. In addition, if you are a corporate Non-U.S. Holder, your earnings and profits that are attributable to the effectively connected income, which are subject to certain adjustments, may be subject to an additional branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable income tax treaty.

A Non-U.S. Holder will not recognize any gain or loss on the exercise or lapse of the Private Warrants.

Backup Withholding and Information Reporting

In general, dividend payments, or other taxable distributions, made within the United States to a holder will be subject to information reporting requirements. Such payments will also be subject to "backup withholding" if paid to a non-corporate U.S. Holder who:

 
·
fails to provide an accurate taxpayer identification number;

 
·
is notified by the IRS that such holder has failed to report all interest or dividends required to be shown on such holder's federal income tax returns; or

 
·
in certain circumstances, fails to comply with applicable certification requirements.

If a holder sells his common shares or Private Warrants to or through a U.S. office or broker, the payment of the proceeds is subject to both U.S. backup withholding and information reporting unless the holder establishes an exemption. If a holder sells his common shares or Private Warrants through a non-U.S. office of a non-U.S. broker and the sales proceeds are paid to the holder outside the United States then information reporting and backup withholding generally will not apply to that payment. However, U.S. information reporting requirements, but not backup withholding, will apply to a payment of sales proceeds, including a payment made to a holder outside the United States, if the holder sells his common shares or Private Warrants through a non-U.S. office of a broker that is a U.S. person or has some other contacts with the United States.

Backup withholding is not an additional tax. Rather, a taxpayer generally may obtain a refund of any amounts withheld under backup withholding rules that exceed the taxpayer's income tax liability by filing a refund claim with the IRS.
 
 
 
21

 
 
 
DESCRIPTION OF CAPITAL STOCK
 
The following description of our common stock, together with the additional information we include in any applicable prospectus supplements, summarizes the material terms and provisions of the common stock offered under this prospectus.  For the complete terms of our common stock, please refer to our amended and restated Articles of Incorporation and our amended and restated Bylaws that are filed as exhibits to our Annual Report on Form 20-F for the year ended December 31, 2009, which is incorporated by reference herein.  The Marshall Islands Business Corporation Act, or BCA, may also affect the terms of these securities.  The terms we have summarized below will apply generally to any future common shares that we or any selling security holder may offer.  The terms of any common shares we or any selling security holder offer under a prospectus supplement may differ from the terms we describe below, in which event we will describe the particular terms of any series of these securities in more detail in such prospectus supplement.
 
Authorized Capitalization
 
Under our amended and restated articles of incorporation, we are authorized to issue 200,000,000 shares of our common stock, par value $0.0001 per share, of which 60,200,170 are issued and outstanding as of the date of this prospectus and 1,000,000 shares of preferred stock, par value $0.0001 per share, of which none are outstanding as of the date of this prospectus.
 
Common Stock
 
As of the date of this prospectus, we have 60,200,170 common shares outstanding out of 200,000,000 common shares authorized to be issued. In addition, we have 42,123,584 shares of common stock reserved for issuance upon the exercise of warrants and certain underwriters' unit purchase options. Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of shareholders. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of shares of common stock are entitled to receive ratably all dividends, if any, declared by our board of directors out of funds legally available for dividends. Holders of common stock do not have conversion, redemption or preemptive rights to subscribe to any of our securities. All outstanding shares of common stock are fully paid and non-assessable. The rights, preferences and privileges of holders of common stock are subject to the rights of the holders of any shares of preferred stock which we may issue in the future. There are no limitations on the right of non-residents of the Republic of the Marshall Islands to hold or vote shares of our common stock.

Our common shares are listed on the NASDAQ Global Market under the symbol "SHIP."

Preferred Stock
 
Our amended and restated articles of incorporation authorizes the issuance of 1,000,000 shares of blank check preferred stock with such designation, rights and preferences as may be determined from time to time by our board of directors. Accordingly, our board of directors is empowered, without shareholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of our common stock. The preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of us. Although there is no current intent to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.

Other Matters
 
Purpose
 
Our purpose, as stated in our amended and restated articles of incorporation, is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the BCA. Our amended and restated articles of incorporation and bylaws do not impose any limitations on the ownership rights of our shareholders.
 
 
 
22

 


Directors

Our directors are elected by a majority of the votes cast by shareholders entitled to vote. There is no provision for cumulative voting.

Under the voting agreement which expires on May 20, 2010, or the Voting Agreement, our board of directors must consist of at least one but no more than 13 members, as fixed by the board of directors. Our directors shall be divided into three classes: Class A, Class B and Class C. The number of directors in each class shall be as nearly equal as possible. At each annual meeting, directors to replace those directors whose terms expire at such annual meeting shall be elected to hold office until the third succeeding annual meeting. Each director shall serve his respective term of office until his successor shall have been duly elected and qualified, except in the event of his death, resignation, removal, or the earlier termination of his term of office. Our board of directors has the authority to fix the amounts which shall be payable to the members of the board of directors for attendance at any meeting or for services rendered to us.

Voting Agreement
 
We have entered into the Voting Agreement with the Restis affiliate shareholders and the founding shareholders whereby the Restis affiliate shareholders and the founding shareholders jointly nominate our board of directors. Pursuant to the Voting Agreement, our board of directors is required to consist of 13 persons. The Restis affiliate shareholders, on the one hand, and the founding shareholders on the other have agreed to vote or cause to be voted certain shares they own or control in Seanergy so as to cause (i) six people named by the Restis affiliate shareholders to be elected to our board of directors, (ii) six people named by the founding shareholders to be elected to our board of directors, and (iii) one person jointly selected by the Restis affiliate shareholders and the founding shareholders to be elected to our board of directors.
 
The six members of our board of directors designated by each of the Restis affiliate shareholders and the founding shareholders will be divided as equally as possible among Class A, Class B and Class C directors. The six members of our board of directors designated by each of the Restis affiliate shareholders, on the one hand, and the founding shareholders, on the other hand, will include at least three "independent" directors, as defined in the rules of the Commission and the rules of the NASDAQ Global Market.
 
Any director may be removed from office at any time, with or without cause, at the request of the shareholder group entitled to designate such director, and a director so removed shall be replaced by a nominee selected by the shareholder group entitled to designate such director. Vacancies on the board of directors shall also be filled by the shareholder group entitled to name the director whose resignation or removal led to the occurrence of the vacancy.
 
In addition, pursuant to the Voting Agreement, our board of directors established a shipping committee consisting of three directors to consider and vote upon all matters involving shipping and vessel finance. The Voting Agreement requires that our board of directors appoint selected nominees as described above and that the board of directors fill any vacancies on the shipping committee with the nominees selected by the party that nominated the person whose resignation or removal has caused the vacancy.
 
With respect to our officers, the parties agreed that Messrs. Dale Ploughman and Georgios Koutsolioutsos will serve as chief executive officer and chairman of the board of directors, respectively. If Mr. Ploughman is unable or unwilling to serve in such position, the Restis affiliate shareholders shall have the right to appoint his replacement.
 
The Voting Agreement terminates on May 20, 2010, provided that the Restis affiliate shareholders and the founding shareholders may terminate the Voting Agreement prior to such date if the other shareholder group at any time owns less than 50% of the shares subject to the Voting Agreement.
 

 
23

 


Interested Transactions

Our bylaws provide that a contract or transaction between us and one or more of our directors or officers, or between us and any other corporation, partnership, association or other organization in which one or more of its directors or officers are our directors or officers, or have a financial interest, will not be void or voidable, if the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to our board of directors or its committee and the board of directors or the committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of disinterested directors, or, if the votes of the disinterested directors are insufficient to constitute an act of the board of directors as provided in the BCA, by unanimous vote of the disinterested directors.

Shareholder Meetings

Under our bylaws, annual shareholder meetings will be held at a time and place selected by our board of directors. Our board of directors may set a record date between 15 and 60 days before the date of any meeting to determine the shareholders that will be eligible to receive notice and vote at the meeting.

Dissenters' Rights of Appraisal and Payment

Under the BCA, our shareholders have the right to dissent from various corporate actions, including any plan of merger or consolidation to which we are a party or sale or exchange of all or substantially all of our property and assets not made in the usual course of our business, and receive payment of the fair value of their shares. In the event of any further amendment of our articles of incorporation, a shareholder also has the right to dissent and receive payment for his or her shares if the amendment alters certain rights with respect to those shares. The dissenting shareholder must follow the procedures set forth in the BCA to receive payment. In the event that we and any dissenting shareholder fail to agree on a price for the shares, the BCA procedures involve, among other things, the institution of proceedings in the high court of the Republic of the Marshall Islands or in any appropriate court in any jurisdiction in which the company's shares are primarily traded on a local or national securities exchange.

Shareholders' Derivative Actions

Under the BCA, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the shareholder bringing the action is a holder of our common shares both at the time the derivative action is commenced and at the time of the transaction to which the action relates.

Limitations on Liability and Indemnification of Officers and Directors

The BCA authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their shareholders for monetary damages for breaches of directors' fiduciary duties.  Our bylaws include a provision that eliminates the personal liability of directors for monetary damages for actions taken as a director to the fullest extent permitted by law.

Our bylaws provide that we must indemnify our directors and officers to the fullest extent authorized by law.  We are also expressly authorized to advance certain expenses (including attorneys' fees) to our directors and officers and carry directors' and officers' insurance policies providing indemnification for our directors, officers and certain employees for some liabilities.  We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors and executive officers.

The limitation of liability and indemnification provisions in our articles of incorporation and bylaws may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duty.  These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our shareholders.  In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
 
 
 
24

 


There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Anti-Takeover Effect of Certain Provisions of our Articles of Incorporation and Bylaws

Several provisions of our articles of incorporation and bylaws, which are summarized below, may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions, which are summarized below, could also discourage, delay or prevent (1) the merger or acquisition of our Company by means of a tender offer, a proxy contest or otherwise that a shareholder may consider in its best interest and (2) the removal of incumbent officers and directors.

Classified Board of Directors

Our articles of incorporation provide for the division of our board of directors into three classes of directors, with each class as nearly equal in number as possible, serving staggered, three year terms. Approximately one-third of our board of directors will be elected each year. This classified board provision could discourage a third party from making a tender offer for our common shares or attempting to obtain control of us. It could also delay shareholders who do not agree with the policies of our board of directors from removing a majority of our board of directors for two years.

Blank Check Preferred Stock

Our articles of incorporation authorize our board of directors to establish one or more series of preferred stock and to determine, with respect to any series of preferred stock, the terms and rights of that series.

Election and Removal of Directors

Our bylaws require parties other than the board of directors to give advance written notice of nominations for the election of directors. Our bylaws also provide that our directors may be removed with or without cause by a majority vote of the outstanding shares of our capital stock entitled to vote generally in the election of directors. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.

Limited Actions by Shareholders

Our bylaws provide that any action required or permitted to be taken by our shareholders must be effected at an annual or special meeting of shareholders or by the unanimous written consent of our shareholders. Our Bylaws also provide that our board of directors or Chief Executive Officer may call special meetings of our shareholders and the business transacted at the special meeting is limited to the purposes stated in the notice.

Advance Notice Requirements for Shareholders Proposals and Director Nominations

Our articles of incorporation and bylaws provide that shareholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of shareholders must provide timely notice of their proposal in writing to the corporate secretary. Generally, to be timely, a shareholder's notice must be received at our principal executive offices not less than 60 days nor more than 90 days prior to the meeting of shareholders. Our articles of incorporation and bylaws also specify requirements as to the form and content of a shareholder's notice. These provisions may impede a shareholder's ability to bring matters before an annual meeting of shareholders or make nominations for directors at an annual meeting of shareholders.
 
 
 
25

 
 

Registration Rights
 
Pursuant to a Registration Rights Agreement, no later than thirty days from the effective date of the dissolution and liquidation of Seanergy Maritime, we were obligated to file a registration statement with the Commission registering the resale of the 5,500,000 shares of our common stock in the aggregate owned by Seanergy Maritime's founding shareholders and the Restis affiliate shareholders, the 16,016,667 Private Warrants, and the 16,016,667 Warrant Shares underlying the Private Warrants. In addition, we agreed to register for resale in such registration statement an aggregate of 6,568,075 shares of common stock, consisting of the 4,308,075 shares of common stock issued to the Restis affiliate shareholders upon achievement of the earnings targets and the 2,260,000 shares of our common stock originally issuable upon conversion of the Note. We filed such registration statement, to which we refer as the original resale registration statement, with the Commission (File No. 333-157270) and it was declared effective on February 19, 2009. The 5,500,000 shares were in escrow for a period of 12 months after the vessel acquisition and in September 2009, they were released by the escrow agent.
 
On August 28, 2009, in connection with the amendment to the Note, we filed a registration statement pursuant to Rule 462(b) promulgated under the Securities Act (File No. 333-161595), or the second resale registration statement, for the additional 4,325,868 shares of our common stock issued upon conversion of the Note, as amended.
 
The securities we registered pursuant to the original resale registration statement and the second resale registration statement are again being registered pursuant to the registration statement of which this prospectus forms a part. Upon the Commission declaring the effectiveness of the registration statement containg this prospectus, we will as soon as practicable request the Commission to withdraw the original resale registration statement and the second resale registration statement.
 

 
26

 
 
 
DESCRIPTION OF WARRANTS

 
 As of May 7, 2010, we have 40,123,584 common stock purchase warrants issued and outstanding, including the 16,016,667 Private Warrants and 1,138,917 other warrants issued in a private transaction described below.
 
 Each warrant entitles the holder to purchase one share of our common stock. Our issued and outstanding warrants are distinguished as follows:
 
(a)   38,984,667 warrants featuring an exercise price of $6.50 per share and expiring on September 24, 2011 at 5:00 p.m., New York City time; and
 
(b)           1,138,917 warrants featuring an exercise price of $1.32 per share, exercisable beginning on August 3, 2010 and expiring on February 2, 2015 at 5:00 p.m., New York City time, issued in a private transaction in connection with the public offering of our common shares we completed on February 3, 2010.

Up to 1,000,000 additional warrants, with an exercise price of $6.50 and identical in terms to the 38,984,667 warrants described above, are issuable and will be outstanding in connection with the future exercise, if any, of the unit purchase option granted to the underwriter in the initial public offering.
 
 The Private Warrants were originally issued by Seanergy Maritime in a private placement on September 28, 2007, prior to the consummation of our public offering. In such private placement, all of Seanergy Maritime's executive officers purchased from Seanergy Maritime an aggregate of 16,016,667 warrants at $0.90 per warrant, and we assumed these 16,016,667 Seanergy Maritime warrants following the dissolution and liquidation of Seanergy Maritime, in the form of the Private Warrants. The Private Warrants are identical to all of our other issued and outstanding warrants, except that (i) the Private Warrants are not subject to redemption if held by the initial holders or their permitted assigns and (ii) the Private Warrants may be exercised on a cashless basis. Because the Private Warrants were originally issued pursuant to an exemption from the registration requirements under the Securities Act, the holders of the Private Warrants are able to exercise their Private Warrants even if, at the time of exercise, a prospectus relating to the Warrant Shares is not current. As described below, the holders of our public warrants purchased in the initial public offering will not be able to exercise them unless we have a current registration statement covering the shares issuable upon their exercise.
 
           We may call the warrants for redemption, in whole and not in part; at a price of $.01 per warrant at any time; upon not less than 30 days' prior written notice of redemption to each warrant holder; and if, and only if, the reported last sale price of the common stock equals or exceeds $14.25 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders provided that a current registration statement is effective under the Securities Act relating to the common shares issuable upon exercise of the warrant.
 
 This criterion was established to provide warrant holders with (i) adequate notice of exercise only after the then prevailing common share price is substantially above the warrant exercise price and (ii) a sufficient differential between the then prevailing common share price and the warrant exercise price so there is a reasonable cushion against a negative market reaction, if any, to our redemption call.
 
 The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of common stock at a price below their exercise price.
 
 The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.
 
 No warrants will be exercisable unless at the time of exercise a prospectus relating to common stock issuable upon exercise of the warrants is current and the common stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, we have agreed to meet these conditions and use our best efforts to maintain a current prospectus relating to common stock issuable upon exercise of the warrants until the expiration of the warrants. If we are unable to maintain the effectiveness of such registration statement until the expiration of the warrants, and therefore are unable to deliver registered shares, the warrants may become worthless and we will not be required to net-cash settle the warrants. In such a case, the purchasers of units will have paid the full purchase price of the units solely for the common stock underlying such units. Additionally, the market for the warrants may be limited if the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside. In no event will the registered holders of a warrant be entitled to receive a net-cash settlement, stock, or other consideration in lieu of physical settlement in shares of our common stock.
 
No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round up to the nearest whole number the Warrant Shares to be issued to the warrant holder.

 
27

 
 
 
SELLING SECURITY HOLDERS
 
The following table shows certain information as of the date of this prospectus regarding the number of shares of our common stock owned by the selling security holders and that are included for sale in this prospectus. The table assumes that all shares of our common stock offered for sale in the prospectus are sold.

 
   
Common Stock Beneficially
Owned Before the Offering
 
Number of Shares Offered by Selling
 
Common Stock
Beneficially Owned
After the Offering
Selling Security Holder(1)
 
Number
 
Percent(2)
 
Security Holders(3)
 
Number(4)
 
Percent(2)
                         
Georgios Koutsolioutsos
 
32,532,104
(5)(6)(7)
 
48.61
%
9,037,000
 
23,495,104
 
35.11
%
Alexios Komninos
 
26,647,321
(5)(6)
 
43.63
%
1,183,417
 
25,463,904
 
41.69
%
Ioannis Tsigkounakis
 
26,169,720
(5)(6)
 
43.18
%
537,916
 
25,631,804
 
42.30
%
United Capital Investments Corp.
 
31,215,780
(6)(8)(9)(10)(11)
 
49.53
%
6,454,737
 
24,761,043
 
39.29
%
Atrion Shipholding S.A.
 
29,931,029
(6)(9)(10)
 
48.12
%
6,454,735
 
23,476,294
 
37.74
%
Plaza Shipholding Corp.
 
30,064,623
(6)(8)(9)(10)
 
48.33
%
6,454,737
 
23,609,886
 
37.96
%
Comet Shipholding Inc.
 
29,931,319
(6)(9)(10)
 
48.12
%
6,454,735
 
23,476,584
 
37.74
%
 
Total Shares Offered
           
36,577,277
         
 
 
(1)
Unless otherwise indicated, the business address of each of the shareholders is 1-3 Patriarchou Grigoriou, 166 74 Glyfada, Athens, Greece.
(2)
Based on 60,200,170 shares of our common stock issued and outstanding as of the date of this prospectus. For purposes of calculating the percentage ownership, any shares that each selling security holder has the right to acquire within 60 days under warrants or options have been included in the total number of shares outstanding for that person, in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act.
(3)
Does not include shares beneficially owned by a selling security holder that are being offered for sale by other selling security holders.
(4)
Assumes that all of the selling security holders sell all of their shares of our common stock beneficially owned by them and offered hereby.
(5)
Includes 6,727,000, 880,917, and 400,416 shares of our common stock for Mr. Koutsolioutsos, Mr. Komninos and Mr. Tsigkounakis, respectively, issuable upon exercise of warrants.
(6)
Includes an aggregate of 22,503,724 shares of our common stock owned by the Restis affiliated shareholders, United Capital Investments, Atrion Shipholding S.A., or Atrion, Plaza Shipholding Corp., or Plaza and Comet Shipholding Inc., or Comet, and the founding shareholders, which are subject to the Voting Agreement.
(7)
Includes 38,700 shares of our common stock purchased on August 29, 2008, as to which Mr. Koutsolioutsos has sole voting power.
(8)
Includes 70,000 shares of our common stock owned by Argonaut SPC, a fund managed by Oxygen Capital AEPEY, an entity affiliated with Victor Restis and Katia Restis.
(9)
On May 20, 2008, each of United Capital Investments, Atrion, Plaza and Comet, which are controlled by Victor Restis, Bella Restis, Katia Restis and Claudia Restis, respectively, purchased a beneficial interest in 687,500 shares of Seanergy Maritime's common stock (for an aggregate of 2,750,000) from Messrs. Panagiotis and Simon Zafet, each of whom was a former officer and director of Seanergy Maritime. These shares were subject to the same restrictions as the 5,500,000 founding shares issued to the founding shareholders.  On August 28, 2009, the restrictions on all of the founding shares owned by the founding shareholders and each of United Capital Investments, Atrion, Plaza and Comet lapsed pursuant to the terms of  the escrow agreement. Each of United Capital Investments, Atrion, Plaza and Comet is an affiliate of members of the Restis family. The address of each of United Capital Investments, Atrion, Plaza and Comet, is c/o 11 Poseidonos Avenue, 16777 Elliniko, Athens, Greece, Attn: Evan Breibart.
(10)
Includes 2,826,584, 2,002,083, 2,002,084, and 2,002,083 shares of our common stock for United Capital Investments, Atrion, Plaza and Comet, respectively, issuable upon exercise of the warrants.
(11)
Includes 1,390,250 shares owned by Benbay Limited and United Capital Trust, Inc. as to which United Capital Investments has shared voting and investment power.
 
 
 
28

 
 
 
The selling security holders listed above have provided us with additional information regarding the individuals or entities that exercise control over each of them. The proceeds of any sale of shares pursuant to this prospectus will be for the benefit of the individuals that control the selling entity. The following is a list of the selling security holders that are entities and the names of the individuals that exercise the right to vote or dispose of the shares owned by each of them:
 
 
·
United Capital Investments is controlled by Victor Restis.

 
·
Atrion is controlled by Bella Restis.

 
·
Plaza is controlled by Katia Restis.

 
·
Comet is controlled by Claudia Restis.
 

 
29

 
 
 
HOW THE SHARES AND WARRANTS MAY BE DISTRIBUTED
 
The selling security holders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock, Private Warrants and/or Warrant Shares on any stock exchange, market or trading facility on which the shares and Warrant Shares or Private Warrants are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders may use any one or more of the following methods when selling shares, Private Warrants or Warrant Shares:
 
·      ordinary brokerage transactions and transactions in which the broker-dealer solicits investors;
 
·      block trades in which the broker-dealer will attempt to sell the shares, Private Warrants or Warrant Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
 
·      purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
 
·      an exchange distribution in accordance with the rules of the applicable exchange;
 
·      privately negotiated transactions;
 
·      to cover short sales made after the date that the registration statement of which this prospectus forms a part is declared effective by the Commission;
 
·      broker-dealers may agree with the selling security holders to sell a specified number of such shares, Private Warrants or Warrant Shares at a stipulated price per security;
 
·      a combination of any such methods of sale; and
 
·      any other method permitted pursuant to applicable law.
 
The selling security holders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.
 
In connection with sales of the shares, Private Warrants, Warrant Shares or otherwise, the selling security holders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the common stock in the course of hedging in positions they assume. The selling security holders may also sell their shares of our common stock short and deliver the shares of common stock covered by a prospectus filed as part of a registration statement to close out short positions and to return borrowed shares in connection with such short sales. The selling security holders may also loan or pledge their shares of our common stock to broker-dealers that in turn may sell such shares.
 
Broker-dealers engaged by the selling security holders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling security holders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.
 
The selling security holders may from time to time pledge or grant a security interest in some or all of the shares, Private Warrants or Warrant Shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares, Private Warrants or Warrant Shares from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling security holders to include the pledgee, transferee or other successors in interest as selling security holders under this prospectus.
 

 
30

 
 
 
Upon us being notified in writing by a selling security holder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling security holder and of the participating broker-dealer(s), (ii) the number of shares, Private Warrants or Warrant Shares involved, (iii) the price at which such shares of common stock, Private Warrants or Warrant Shares were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon us being notified in writing by a selling security holder that a donee or pledgee intends to sell more than 500 shares of common stock, Private Warrants or Warrant Shares, a supplement to this prospectus will be filed if then required in accordance with applicable securities law.
 
The selling security holders also may transfer the shares of common stock, Private Warrants or Warrant Shares in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
 
The selling security holders and any broker-dealers or agents that are involved in selling the shares, Private Warrants or Warrant Shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares, Private Warrants or Warrant Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of securities will be paid by the selling security holder and/or the purchasers. Each selling security holder has represented and warranted to us that it acquired the securities subject to this prospectus in the ordinary course of such selling security holder's business and, at the time of its purchase of such securities such selling security holder had no agreements or understandings, directly or indirectly, with any person to distribute any such securities. We have advised each selling security holder that it may not use shares registered on the registration statement of which this prospectus forms a part to cover short sales of common stock made prior to the date on which the registration statement shall have been declared effective by the Commission. If a selling security holder uses this prospectus for any sale of common shares, Private Warrants or Warrant Shares, it will be subject to the prospectus delivery requirements of the Securities Act. The selling security holders will be responsible to comply with the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations thereunder promulgated, including, without limitation, Regulation M, as applicable to such selling security holders in connection with resales of their respective common shares, Private Warrants or Warrant Shares under the registration statement of which this prospectus is a part.
 
We will pay all fees and expenses incident to the registration of the common shares, Private Warrants and Warrant Shares.
 

 
31

 
 
 
EXPENSES RELATING TO THIS OFFERING
 
Set forth below is an itemization of the total expenses that we expect to incur in connection with this distribution. With the exception of the Commission registration fee, all amounts are estimates.
 
 
Commission registration fee
  $ 9,417  
Blue sky fees and expenses
  $   *
Printing expenses
  $   *
Legal fees and expenses
  $   *
Accounting fees and expenses
  $   *
Transfer Agent fees
  $   *
Miscellaneous
  $   *
Total
  $   *

*           To be provided by amendment or as an exhibit to Report on Form 6-K that is incorporated by reference into this prospectus.

 
LEGAL MATTERS

The validity of the securities offered by this prospectus are being passed upon for us by Reeder & Simpson, P.C., Piraeus, Greece. Certain other legal matters relating to United States law will be passed upon for us by Seward & Kissel LLP, New York, New York.
 

 EXPERTS

The consolidated financial statements as of December 31, 2009 and for the year ended December 31, 2009 and management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2009 incorporated in this Prospectus by reference to the Annual Report on Form 20-F for the year ended December 31, 2009 have been so incorporated in reliance on the report of PricewaterhouseCoopers S.A., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
 
The consolidated financial statements of Seanergy for the year ended December 31, 2008, have been incorporated herein by reference in reliance upon the report of KPMG Certified Auditors AE, independent registered public accounting firm, and upon the authority of said firm as experts in accounting and auditing.  The consolidated financial statements of BET as of December 31, 2008 and 2007, and for each of the years in the two-year period ended December 31, 2008 and the period from December 18, 2006 (inception) to December 31, 2006 have been included herein and in this registration statement in reliance upon the report of KPMG Certified Auditors AE, independent registered public accounting firm, and upon the authority of said firm as experts in accounting and auditing.
 
The financial statements of Seanergy Maritime as of and for the year ended December 31, 2007 incorporated by reference in this prospectus and in the registration statement have been audited by Weinberg & Company, P.A., independent registered public accounting firm, to the extent and for the period set forth in their report incorporated by reference herein. The financial statements and the report of Weinberg & Company, P.A. are incorporated by reference in reliance upon their report given upon the authority of Weinberg & Company, P.A. as experts in auditing and accounting.
 
 
 
32

 
 
 
INDEX TO UNAUDITED PRO FORMA SUMMARY FINANCIAL DATA
 
 
 
 
Page
 
 
   
 
   
Unaudited Pro Forma Condensed Consolidated Statement of Income of Seanergy Maritime Holdings Corp. and BET for the Year Ended December 31, 2009
 
 
34
 
Unaudited Conversion of BET Consolidated Statement of Income from IFRS to U.S. GAAP for the Six Months ended June 30, 2009
 
 
36
 
         
 
 
SEANERGY AND BET UNAUDITED PRO FORMA FINANCIAL STATEMENTS
 
Accounting Treatment
 
The accompanying unaudited pro forma condensed consolidated statements of income give pro forma effect to Seanergy's acquisition of a 50% ownership interest in BET, which was completed on August 12, 2009. We control BET through our right to appoint a majority of the BET board of directors. The acquisition was accounted for under the purchase method of accounting and accordingly, the net assets acquired have been recorded at their fair values.
 
Basis of Accounting — The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP).
 
The unaudited pro forma summary financial information is for illustrative purposes only. You should not rely on the unaudited pro forma statement of income for the year ended December 31, 2009 as being indicative of the historical financial position and results of income that would have been achieved had the business combination been consummated as of January 1, 2009 for the unaudited pro forma statement of income for the year ended December 31, 2009.
 
The unaudited pro forma statement of income for the year ended December 31, 2009 has been derived from (i) the audited (historical) statement of income of Seanergy and its subsidiaries for the year ended December 31, 2009; (ii) the unaudited statement of income of BET for the six months ended June 30, 2009 as converted to U.S. GAAP from IFRS; and (iii) the unaudited statement of income of BET for the period from July 1, 2009 to August 12, 2009.
 
The pro forma adjustments primarily relate to the allocation of the purchase price, including adjusting assets and liabilities to fair value with related changes in depreciation and amortization expense.
 

 
33

 

 
Seanergy Maritime Holdings and Bulk Energy Transport (Holdings) Limited
Unaudited Pro Forma Condensed Consolidated Statement of  Income
Year Ended December 31, 2009
(In thousands of dollars, except for share and per share data, unless otherwise stated)

               
Pro Forma
Including fair value adjustments
       
   
Seanergy (1)
   
Bulk Energy Transport (2)
   
Debit
   
Credit
   
Total Pro Forma
 
Revenues:
                             
Vessel revenue  – related party
    83,903       17,481             4,720 (3)     106,104  
Revenue from vessels
    6,340                             6,340  
Commissions – related party
    (2,226 )                           (2,226 )
Commissions
    (120 )     -       -       -       (120 )
 Vessel revenue - related party, net
    87,897       17,481       -       4,720       110,098  
 
                                       
Expenses:
                                       
Direct voyage expenses
    (753 )     (2,524 )     639 (3)             (3,916 )
Vessel operating expenses
    (16,222 )     (5,592 )     1,195 (3)             (23,009 )
Voyage expenses – related party
    (1,119 )                             (1,119 )
Management fees - related party
    (1,715 )     (723 )     168 (3)             (2,606 )
General and administration expenses
    (5,928 )                             (5,928 )
General and administration expenses – related party
    (742 )                             (742 )
Depreciation
    (26,812 )     (10,550 )     763 (3)     5,560 (4)     (32,565 )
Amortization of deferred dry-docking costs
    (1,045 )     (1,180 )             1,180 (5)     (1,045 )
 Gain from acquisition
    6,813       -       -       -       6,813  
Operating Income (Loss)
    40,374       (3,088 )     2,765       11,460       45,981  
                                         
                                         
Other Expenses:
                                       
Interest and finance costs
    (7,230 )     (1,953 )     1,519 (6)             (10,702 )
Interest and finance costs – shareholders
    (386 )                             (386 )
Interest income – money market funds
    430       2,358               212 (3)     3,000  
Loss on interest rate swaps
    (1,575 )                             (1,575 )
Foreign currency exchange gains (losses), net
    (44 )                     7 (3)     (37 )
 Other Income (Expense)
    (8,805 )     405       1,519       219       (9,700 )
                                         
Net income (loss)
    31,569       (2,683 )     4,284       11,679       36,281  
Less: Net Income/(Loss)  Attributable to the Noncontrolling interest
    1,517       -       2,356 (7)     -       (839
                                         
Net Income attributable to Seanergy
    30,052                               37,120  
                                         
Net Income per common share
                                       
Basic
    1.16                               1.43  
Diluted
    1.00                               1.22  
                                         
Weighted average common shares outstanding (Note 8)
                                       
Basic
    25,882,967                               25,882,967  
Diluted
    30,529,281                               30,529,281  
 

 
34

 

Pro Forma Adjustments and Eliminations (In thousands of dollars, except for share and per share data, unless otherwise stated):
 
(1)
Derived from the consolidated statement of income of Seanergy Maritime Holdings Corp. and subsidiaries for the year ended December 31, 2009.
 
(2)
As reported under U.S. GAAP for the six months period ended June 30, 2009.
 
(3) 
Represents the additional revenue operating and other expenses for the BET Vessels operating from July 1, 2009 to August 12, 2009.
 
(4)
To adjust depreciation expense from January 1, 2009 to June 30, 2009 based on the fair value of the vessels as of the date of acquisition.
 
(5)
To eliminate amortization of drydocking costs.
 
(6)
To adjust interest and finance costs, as if the increased  margin was effective from January 1, 2009.
 
(7)
To reflect noncontrolling interest of 50% ownership in BET.
 

Basic:
 
2009
 
Net income
  $ 37,120  
         
Weighted average of common shares outstanding — basic
    25,882,967  
         
Net income per common share-basic
  $ 1.43  
Diluted:
       
Net income
  $ 37,120  
         
Weighted average common shares outstanding
    25,882,967  
Effect of dilutive common stock equivalents
    4,646,314  
Pro forma weighted average number of common shares outstanding — diluted
    30,529,281  
         
Net income per common share-diluted
  $ 1.22  
 
Thus, as of December 31, 2009, securities that could potentially dilute basic EPS in the future that were included in the computation of diluted EPS as mentioned above are:
 
Convertible note – to related party
    1,424,110  
Contingently-issuable shares – earn-out
    3,222,204  
Total
    4,646,314  
 
Thus, as of December 31, 2009, securities that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS as mentioned above are:
 
Underwriters purchase options - common shares
    1,000,000  
Underwriters purchase options - warrants
    1,000,000  
Private warrants
    16,016,667  
Public warrants
    22,968,000  
Total
    40,984,667  
 

 
35

 

Bulk Energy Transport (Holdings) Limited
 
Unaudited Condensed Consolidated Statement of Income
Conversion From IFRS to U.S. GAAP
For the Six Months ended June 30, 2009
 

 
 
As
 
 
Adjustments to Convert
 
 
As Presented
 
 
 
Reported
 
 
IFRS to U.S. GAAP
 
 
under U.S.
 
 
 
under IFRS
 
 
Debit
 
 
Credit
 
 
GAAP
 
 
 
(In thousands of dollars)
 
 
 
Revenue from vessels
 
 
17,481
 
 
 
 
 
 
 
 
 
 
 
17,481
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Direct voyage expenses
 
 
2,524
 
 
 
 
 
 
 
 
 
 
 
2,524
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14,957
 
 
 
 
 
 
 
 
 
 
 
14,957
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Crew costs
 
 
2,346
 
 
 
 
 
 
 
 
 
 
 
2,346
 
Management fees — related party
 
 
723
 
 
 
 
 
 
 
 
 
 
 
723
 
Other operating expenses
 
 
3,081
 
 
 
165
(A1)
 
 
 
 
 
 
3,246
 
Impairment loss
 
 
64,604
 
 
 
 
 
 
 
64,439
(A4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
165
(A1)
 
 
 
 
Depreciation expense
 
 
14,484
 
 
 
 
 
 
 
1,180
(A2)
 
 
10,550
 
 
 
 
 
 
 
 
 
 
 
 
2,754
(A3)
 
 
 
 
Amortization of dry docking
 
 
 
 
 
1,180
(A2)
 
 
 
 
 
 
1,180
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total operating expenses
 
 
85,238
 
 
 
1,345
 
 
 
68,538
 
 
 
18,045
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating income/(loss)
 
 
(70,281
)
 
 
(1,345
)
 
 
68,538
 
 
 
(3,088
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other income (expense)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest income
 
 
2,358
 
 
 
 
 
 
 
 
 
 
 
2,358
 
Interest expense
 
 
(1,953
)
 
 
 
 
 
 
 
 
 
 
(1,953
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total other income (expense)
 
 
405
 
 
 
 
 
 
 
 
 
 
 
405
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net (loss)
 
 
(69,876
)
 
 
(1,345
)
 
 
68,538
 
 
 
(2,683
)
 
Adjustments to Convert From IFRS to U.S. GAAP (in thousands of dollars, unless otherwise noted):
 

(A1)
To reclassify the impairment loss from charters to other operating expenses.
(A2)
To reclassify the amortization of dry docking expenses that are considered a component of depreciation under IFRS.
(A3)
To eliminate depreciation expense relating to the revaluation of the vessels to their fair value under IFRS.
(A4)
Reversal of impairment loss recorded for vessels in accordance with IFRS.
 

 
36

 
WHERE YOU CAN FIND ADDITIONAL INFORMATION

As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus with the Commission.  This prospectus is a part of that registration statement, which includes additional information.

Government Filings

           We file annual and special reports with the Commission.  You may read and copy any document that we file at the public reference facilities maintained by the Commission at 100 F Street, N.E., Room 1580, Washington, D.C. 20549.  You may obtain information on the operation of the public reference room by calling 1 (800) SEC-0330, and you may obtain copies at prescribed rates from the Public Reference Section of the Commission at its principal office in Washington, D.C. 20549.  The Commission maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission.
 
 Information Incorporated by Reference
 
The following document is incorporated by reference into this prospectus:

 
·
Our Annual Report on Form 20-F for the year ended December 31, 2009, filed with the Commission on March 24, 2010.
 
In addition, any Form 20-F filed after the date of this prospectus and prior to the filing of a post-effective amendment that indicates that all securities registered hereby have been sold or that deregisters all securities then remaining unsold, and our reports on Form 6-K furnished to the Commission after the date of this prospectus only to the extent that the forms expressly state that we incorporate them by reference in to this prospectus, shall be deemed to be incorporated by reference into this prospectus and to be a part hereof from the date of filing of such documents with the Commission.

You should rely only on the information contained or incorporated by reference in this prospectus and any accompanying prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The selling security holders are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any accompanying prospectus supplement as well as the information we previously filed with the Commission and incorporated by reference, is accurate as of the dates on the front cover of those documents only. Our business, financial condition and results of operations and prospects may have changed since those dates.

You may obtain a copy of these filings, excluding all exhibits unless we have specifically incorporated by reference an exhibit in to this prospectus or in a document incorporated by reference herein, at no cost, by writing or telephoning:

Seanergy Maritime Holdings Corp.
Attn: Theodora Mitropetrou
1 – 3 Patriarchou Grigoriou
16674 Glyfada
Athens, Greece
Telephone:  +30 210 9638461
 

 
37

 
 
 
Information Provided by the Company

           We will furnish holders of our common shares with annual reports containing audited financial statements and a report by our independent public accountants.  The audited financial statements will be prepared in accordance with United States generally accepted accounting principles and those reports will include a "Management's Discussion and Analysis of Financial Condition and Results of Operations" section for the relevant periods.  As a "foreign private issuer," we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders.  While we intend to furnish proxy statements to any shareholder in accordance with the rules of the NASDAQ Global Market, those proxy statements are not expected to conform to Schedule 14A of the proxy rules promulgated under the Exchange Act.  In addition, as a "foreign private issuer," we are exempt from the rules under the Exchange Act relating to short swing profit reporting and liability.
 
Commission Position on Indemnification for Securities Act Liabilities

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
 

 
 
 
38

 
 
 

INDEX TO FINANCIAL STATEMENTS
 
   
Page
     
Consolidated Financial Statements of Bulk Energy Transport (Holdings) Limited
 
 
Report of KPMG Certified Auditors AE, Independent Registered Public Accounting Firm
 
F-2
Consolidated Balance Sheets as of December 31, 2008 and 2007
 
F-3
Consolidated Statements of Income for the years ended December 31, 2008 and 2007, and for the period from December 18, 2006 (inception) to December 31, 2006
 
F-4
Consolidated Statements of Changes in Equity for the years ended December 31, 2008 and 2007, and for the period from December 18, 2006 (inception) to December 31, 2006
 
F-5
Consolidated Statements of Cash Flow for the years ended December 31, 2008 and 2007 and for the period from December 18, 2006 (inception) to December 31, 2006
 
F-6
Notes to the Consolidated Financial Statements December 31, 2008 and 2007
 
F-7
Condensed Consolidated Unaudited Interim Balance Sheets as of June 30, 2009 and December 31, 2008
 
F-25
Condensed Consolidated Unaudited Interim Statements of Comprehensive Income for the Six Months ended June 30, 2009 and 2008
 
F-26
Condensed Consolidated Unaudited Interim Statements of Changes in Equity for the Six Months ended June 30, 2009 and 2008
 
F-27
Condensed Consolidated Unaudited Interim Statements of Cash Flows for the Six Months ended June 30, 2009 and 2008
 
F-28
Notes to the Condensed Consolidated Unaudited Interim Financial Statements for June 30, 2009 and December 31, 2008
 
F-29
 
 


 
F-1

 


Report of Independent Registered Public Accounting Firm
 
 
The Board of Directors and Shareholders
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED:

We have audited the accompanying consolidated balance sheets of BULK ENERGY TRANSPORT (HOLDINGS) LIMITED (together the "Group") as of December 31, 2008 and 2007, and the related consolidated statements of income, changes in equity and cash flows for each of the years in the two-year period ended December 31, 2008, and the period from December 18, 2006 (inception) to December 31, 2006. These consolidated financial statements are the responsibility of the Group's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also, includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Group as of December 31, 2008 and 2007, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2008 and, the period from December 18, 2006 (inception) to December 31, 2006, in conformity with International Financial Reporting Standards, as issued by the International Accounting Standards Board.
 

 

/s/ KPMG Certified Auditors AE
Athens, Greece
September 11, 2009
 

 
F-2

 


BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Consolidated Balance Sheets
December 31, 2008 and 2007
In thousands of dollars
 

   
Note
   
2008
   
2007
 
Assets
                 
Vessels, net
    7       276,753       430,053  
Total non-current assets
            276,753       430,053  
Inventories
    8       1,217       682  
Trade accounts receivables and other assets
    9       2,025       11,075  
Due from related parties
    18       16,094       2,913  
Cash and cash equivalents
    10       35,110       26,665  
Total current assets
            54,446       41,335  
Total assets
            331,199       471,388  
Equity
                       
Capital contributions
    11       100,226       115,553  
Revaluation reserve
            68,972       208,562  
Retained earnings/(accumulated deficit)
            1,061       (4,754 )
Total equity
            170,259       319,361  
Liabilities
                       
Long-term debt, net
    12       134,152       116,208  
Total non-current liabilities
            134,152       116,208  
Fair value of interest rate swap
    15       6,935       922  
Current portion of long-term debt, net
    12       16,573       20,875  
Trade accounts payable
    13       2,091       2,699  
Accrued expenses
    14       457       262  
Deferred revenue
            212       342  
Due to related parties
    18       59       10,500  
Accrued interest expense
            461       219  
Total current liabilities
            26,788       35,819  
Total equity and liabilities
            331,199       471,388  

The notes are an integral part of these financial statements.


 
F-3

 

 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
 
Consolidated Statements of Income
For the years ended December 31, 2008 and 2007 and for the period
from December 18, 2006 (inception) to December 31, 2006
In thousands of dollars
 

   
 
 
 
 
Note
   
 
 
 
 
2008
   
 
 
 
 
2007
   
Period from December 18, 2006 (inception) to December 31, 2006
 
Revenue from vessels
          60,859       5,362       -  
Revenue from vessels – related party
    18       168       -       -  
Direct voyage expenses
    3       61,027       5,362          
              (1,981     (22     -  
              59,046       5,340       -  
Gain on sale of vessels
    7       59,068       -       -  
Expenses:
                               
Crew costs
    4       (5,213 )     (865 )     -  
Management fees – related party
    18       (1,941 )     (441 )     -  
Other operating expenses
    5       (6,788 )     (1,950 )     -  
Depreciation
    7       (41,824 )     (4,350 )     -  
Impairment loss
    7       (2,649 )     -       -  
Results from operating activities
            59,699       (2,266 )     -  
Finance income
    6       1,098       852       -  
Finance expense
    6       (16,094 )     (3,340 )     -  
Net finance cost
            (14,996 )     (2,488 )     -  
Net profit/(loss) for the year
            44,703       (4,754 )     -  

The notes are an integral part of these financial statements.



 
F-4

 

 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
 
Consolidated Statement of Changes in Equity
For the years ended December 31, 2008 and 2007 and for the period from
December 18, 2006 (inception) to December 31, 2006
In thousands of dollars


   Capital Contributions    
 
Revaluation Reserve
   
(Accumulated deficit)/
Retained Earnings
   
 
 
Total
 
Balance at December 18, 2006 (inception)
          -       -       -  
Net (loss) for the period
           -       -       -  
Total recognized income and expense
          -       -       -  
Balance at December 31, 2006
          -       -       -  
Net (loss) for the year
          -       (4,754 )     (4,754 )
Revaluation of vessels
          208,562       -       208,562  
Total recognized income and expense
          208,562       (4,754 )     203,808  
Capital contributions
    115,553        -       -       115,553  
Balance at December 31, 2007
    115,553        208,562       (4,754 )     319,361  
Net profit for the year
          -       44,703       44,703  
Revaluation of vessels
          (139,590 )     -       (139,590 )
Total recognized income and expense
          (139,590 )     44,703       (94,887 )
Capital withdrawals
    (23,512  )     -       -       (23,512 )
Capital contributions
    8,185        -       -       8,185  
Dividends paid
          -       (38,888 )     (38,888 )
Balance at December 31, 2008
    100,226        68,972       1,061       170,259  


The notes are an integral part of these financial statements.

 
F-5

 
 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Consolidated Statements of Cash Flows
For the years ended December 31, 2008 and 2007 and for the period from
December 18, 2006 (inception) to December 31, 2006
In Thousands of dollars


   
 
 
 
 
 
2008
   
 
 
 
 
 
2007
   
Period from December 18, 2006 (inception) to December 31, 2006
 
Cash flows from operating activities
                 
Net profit/(loss)
    44,703       (4,754 )     -  
Adjustments for:
                       
Gain from sale of vessels
    (59,068 )     -       -  
Depreciation
    41,824       4,350       -  
Impairment loss on vessels
    2,649       -       -  
Fair value of interest rate swap
    6,013       922       -  
      36,121       518       -  
Due from related parties
    1,819       (2,913 )     -  
Inventories
    (535 )     (682 )     -  
Trade accounts and other receivables
    9,050       (575 )     -  
Trade accounts payables
    (609 )     2,698       -  
Accrued expenses
    195       262       -  
Deferred revenue
    (130 )     342       -  
Due to related parties
    (10,441 )     -       -  
Accrued interest expense
    242       219       -  
Dry-docking costs
    (3,349 )     (2,553 )     -  
Net cash from/(used in) operating activities
    32,363       (2,684 )     -  
Cash flows from investing activities
                       
Additions for vessels
    (94,517 )     (223,288 )     -  
Net proceeds from disposals of vessels
    126,172       -       -  
Net cash from/(used in) investing activities
    31,655       (223,288 )