As filed with the Securities and Exchange Commission on August 28, 2009

Registration No.                

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-1

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)

1-3 Patriarchou Grigoriou
166 74 Glyfada
Athens, Greece
Tel: 30 210 9638461
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Georgios Koutsolioutsos, Chairman of the Board of Directors
Seanergy Maritime Holdings Corp.
1-3 Patriarchou Grigoriou
166 74 Glyfada
Athens, Greece
Tel: 30 210 9638461
(Address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

A. Jeffry Robinson, Esq.
Broad and Cassel
2 South Biscayne Blvd, 21^st Floor
Miami, Florida 33131
(305) 373-9400
Fax: (305) 373-9443

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

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, check the following box.     o

     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.     x

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, 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 post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

CALCULATION OF REGISTRATION FEE CHART

Proposed Maximum

Proposed Maximum

Title of Each Class

Amount Being

Offering Price

Aggregate Offering

Amount of

of Securities Being Registered

Registered

per Security(1)

Price(1)

Registration Fee

Common Stock

4,325,868

$4.65

$20,115,284.98

$1,122.43

(1)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and 457(g) under the Securities Act of 1933, as amended, based on the closing sale price on August 25, 2009, as reported by the Nasdaq Stock Market.

 

 

EXPLANATION AND INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE

     This Registration Statement on Form F-1 is being filed with the Securities and Exchange Commission (which we refer to as the Commission) by Seanergy Maritime Holdings Corp., a Marshall Islands corporation (which we refer to as the Company), pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement incorporates by reference the contents of the Company’s Post Effective Amendment No. 1 to a Registration Statement on Form F-1 (Registration No. 333-157270), which was declared effective by the Commission on April 9, 2009.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8.     Exhibits and Financial Statement Schedules.

     (a) The following exhibits are filed as part of this Registration Statement:

Exhibit No.				Description
	3.1			Form of Amended and Restated Articles of Incorporation(2)
	3.2			Form of Amended and Restated By-laws(2)
	3.3			Amendment to Amended and Restated Articles of Incorporation(7)
	4.1			Specimen Common Stock Certificate(3)
	4.2			Specimen Public Warrant Certificate(3)
	4.3			Specimen Private Warrant Certificate(3)
	4.4			Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant(5)
	5.1			Opinion of Reeder & Simpson, P.C., country-regionplaceMarshall Islands counsel to the Registrant(7)
	10.1			Master Agreement dated as May 20, 2008(2)
	10.2			Amendment to Master Agreement dated July 25, 2008(2)
	10.3			Memorandum of Agreement relating to the African Oryx dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Valdis Marine Corp., as seller, as amended(2)
	10.4			Memorandum of Agreement relating to the African Zebra dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Goldie Navigation Ltd., as seller, as amended(2)
	10.5			Memorandum of Agreement relating to the Domestic Trade Ministry Kouan Shipping Industry Co. Davakis G. (ex. Hull No. KA215) dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Kalistos Maritime S.A., as seller, as amended(2)
	10.6			Memorandum of Agreement relating to the Domestic Trade Ministry Kouan Shipping Industry Co. Hull No. KA216 dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Kalithea Maritime S.A., as seller, as amended(2)
	10.7			Memorandum of Agreement relating to the Bremen Max dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Pavey Services Ltd., as seller, as amended(2)
	10.8			Memorandum of Agreement relating to the Hamburg Max dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Shoreline Universal Limited, as seller, as amended(2)
	10.9			Management Agreement dated as of May 20, 2008(2)
	10.10			Brokerage Agreement dated as of May 20, 2008(2)
	10.11			Voting Agreement dated as of May 20, 2008(2)
	10.12			Amendment to Voting Agreement dated July 25, 2008(2)
	10.13			Second Amendment to Voting Agreement dated August 21, 2008(4)
	10.14			Third Amendment to Voting Agreement dated August 27, 2008(1)
	10.15			Fourth Amendment to Voting Agreement dated November 20, 2008(1)
	10.16			Form of Convertible Unsecured Promissory Note(2)
	10.17			Form of Plan of Dissolution and Liquidation(2)
	10.18			Form of Stock Escrow Agreement(5)
	10.19			Form of Joinder Agreement(3)
	23.1			Consent of Weinberg & Company, P.A.(7)
	23.2			Consent of KPMG Certified Auditors A.E.(7)
	23.3			Consent of Reeder & Simpson, P.C., country-regionplaceMarshall Islands counsel to the Registrant (included in Exhibit 5.1)
	24			Power of Attorney(6)

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Athens, Country of Greece on August 28, 2009.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

SIGNATURES		TITLE		DATE
/s/ Dale Ploughman   Dale Ploughman		Chief Executive Officer and Director (Principal executive officer)		August 28, 2009
/s/ Christina Anagnostara   Christina Anagnostara		Chief Financial Officer and Director (Principal financial and accounting officer)		August 28, 2009
*   Alexios Komninos		Director		August 28, 2009
*   Georgios Koutsolioutsos		Chairman of the Board of Directors		August 28, 2009
*   Ioannis Tsigkounakis		Secretary and Director		August 28, 2009
Dimitris Anagnostopoulos		Director
*   Elias M. Culucundis		Director		August 28, 2009
*   Kyriakos Dermatis		Director		August 28, 2009
*   Kostas Koutsoubelis		Director		August 28, 2009
*   Dimitrios Panagiotopoulos		Director		August 28, 2009
*   Alexander Papageorgiou		Director		August 28, 2009
*   George Taniskidis		Director		August 28, 2009
*   George Tsimpis		Director		August 28, 2009
*/s/ Dale Ploughman   Dale Ploughman Attorney-in-fact

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Seanergy Maritime Holdings Corp. has signed this registration statement or amendment thereto in Miami, Florida on August 28, 2009.