F-1/A

As filed with the Securities and Exchange Commission on January 15, 2009

Registration No. 333-154952

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3 to

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:

Mitchell S. Nussbaum, Esq.

Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

(212) 407-4000

(212) 407-4990 — Facsimile

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. þ

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 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	22,361,227	Shares	$4.30	$96,153,276.10	$3,778.82
Warrants	38,984,667	Warrants	—	—	(2)
Common Stock underlying the Warrants	38,984,667	Shares	$6.50	$253,400,335.50	$9,958.63
Shares of Common Stock included as part of the underwriters’ unit purchase option(3)	1,000,000	Shares	$12.50	$12,500,000	$491.25
Warrants included as part of the underwriters’ unit purchase option(3)	1,000,000	Warrants	—	—	(2)
Shares of Common Stock underlying the Warrants included as part of the underwriters’ unit purchase option(4)	1,000,000	Shares	$6.50	$6,500,000	$255.45
Total	103,330,561			$368,553,611.60	$14,484.15


(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 October 29, 2008, as reported by the Nasdaq Stock Market.

(2)		No fee pursuant to Rule 457(g).

(3)		An option to purchase 1,000,000 units was sold to the representative of the underwriters in connection with Seanergy Maritime’s initial public offering. It reflects the 1,000,000 shares of Common Stock and the 1,000,000 Warrants comprising the units underlying the unit purchase option.

(4)		It reflects the shares of Common Stock issuable upon the exercise of the Warrants comprising the units underlying the unit purchase option.

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.

SUBJECT TO COMPLETION, JANUARY 15, 2009

PRELIMINARY PROSPECTUS

Seanergy Maritime Holdings Corp.

22,361,227 Shares of Common Stock
38,984,667 Common Stock Purchase Warrants
38,984,667 Shares of Common Stock underlying the Warrants
1,000,000 Shares of Common Stock included as part of the underwriters’ unit purchase option
1,000,000 Warrants included as part of the underwriters’ unit purchase option
1,000,000 shares of Common Stock underlying the Warrants included as part of the underwriters’ unit purchase option

This prospectus relates to (i) the distribution of 22,361,227 shares of our common stock (the “Common Shares”), (ii) up to an aggregate of 38,984,667 of our common stock purchase warrants (the “Warrants”), (iii) up to an aggregate of 38,984,667 shares of our common stock issuable upon the exercise of the Warrants (the “Warrant Shares” and, together with the Common Shares, the “Shares”), (iv) 1,000,000 Common Shares included as part of the underwriters’ unit purchase option, (v) 1,000,000 Warrants included as part of the underwriters’ unit purchase option and (vi) 1,000,000 Warrant Shares included as part of the underwriters’ unit purchase option in connection with the dissolution and liquidation of Seanergy Maritime Corp. (“Seanergy Maritime”) as described below.

We, Seanergy Maritime Holdings Corp. (“Seanergy”), were incorporated under the laws of the Republic of the Marshall Islands on January 4, 2008, originally under the name Seanergy Merger Corp. We changed our name to Seanergy Maritime Holdings Corp. on July 11, 2008. We are a wholly owned subsidiary of Seanergy Maritime. Seanergy Maritime was incorporated in 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. 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. On August 26, 2008, shareholders of Seanergy Maritime approved a proposal to acquire six dry bulk vessels, and holders of fewer than 35% of Seanergy Maritime’s shares issued in its initial public offering voted against the proposal and properly exercised their redemption rights (the “vessel acquisition”). Shareholders of Seanergy Maritime also approved a proposal for the dissolution and liquidation of Seanergy Maritime (the “dissolution and liquidation”). Liquidating Seanergy Maritime will 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, Seanergy Maritime will distribute 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 of Seanergy Maritime concurrently will become our obligations and become exercisable to purchase shares of our common stock.

We will not receive any proceeds from the distribution of the Common Shares in connection with the dissolution and liquidation. However, we will receive the proceeds from any exercise of Warrants. See “Use of Proceeds.”

We will be paying the expenses in connection with the registration of the Shares and the Warrants.

Seanergy Maritime’s shares of common stock and warrants are listed on Nasdaq Stock Market under the symbols “SHIP” and “SHIP.W”, respectively. On January 12, 2009, the closing price of the common stock and warrants was $5.00 and $0.20, respectively. Upon the dissolution and liquidation of Seanergy Maritime, the Common Shares and the Warrants will commence trading on the Nasdaq Stock Market.

Investing in our Common Shares involves risk. You should carefully consider the risk factors beginning on page 14 of this prospectus before acquiring our Common Shares.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is , 2009

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.

References in this prospectus to “Seanergy,” “we,” “us” or “our company” refer to Seanergy Maritime Holdings Corp. and its subsidiaries, but, if the context otherwise requires, may refer only to Seanergy Maritime Holdings Corp.

The Company

Incorporation of Seanergy and Seanergy Maritime

We, Seanergy Maritime Holdings Corp. (“Seanergy”), were incorporated under the laws of the Republic of the Marshall Islands pursuant to the Marshall Islands Business Corporation Act on January 4, 2008, originally under the name Seanergy Merger Corp. We changed our name to Seanergy Maritime Holdings Corp. on July 11, 2008. We are a wholly owned subsidiary of Seanergy Maritime Corp. (“Seanergy Maritime”). Seanergy Maritime was incorporated in 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.

Initial public offering of Seanergy Maritime

On September 28, 2007, our parent, 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 entitles 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 $231,000,000 in net proceeds, including certain deferred offering costs that were held in a trust account maintained by Continental Stock Transfer & Trust Company, which we refer to as the Trust Account.

Vessel acquisition by Seanergy

We are a holding company that owns our vessels through separate wholly owned subsidiaries. On August 26, 2008, shareholders of Seanergy Maritime approved a proposal to acquire six dry bulk carriers from the Restis family (which were originally purchased for an aggregate purchase price of $143 million), including two newly built vessels (the “vessel acquisition”), for an aggregate purchase price of (i) $367,030,750 in cash, (ii) $28,250,000 in the form of a convertible promissory note (the “Note”), and (iii) up to an aggregate of 4,308,075 shares of our common stock (which shares are exchangeable for shares of Seanergy Maritime 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. We believe the earnout can be achieved with the current charters provided that the ships have a utilization rate of more than 90% (no down time due to breakdowns and no slow steaming due to poor maintenance) and assuming that the operating expenses reflect the expected budgeted amounts. This acquisition was made pursuant to the terms and conditions of a Master Agreement, dated May 20, 2008 (the “Master Agreement”), by and among us, Seanergy Maritime, the several sellers parties thereto who are affiliated with members of the Restis family, and the several investors parties thereto who are affiliated with members of the Restis family, and six separate memoranda of agreement, which we collectively refer to as the “MOAs,” 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 Bank S.A. of Greece. Based on current estimates for the period from October 1, 2008 to September 30, 2009, the payment of principal and interest related to the acquisition amounts to approximately 43% of the cash flow from operations.

On August 28, 2008, we completed the acquisition, 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. On that date, we took delivery of the M/V Davakis G ($88,500,000 purchase price), the M/V Delos Ranger ($83,500,000 purchase price) and the M/V African Oryx ($44,080,750 purchase price). On September 11, 2008, we completed the acquisition, through our designated nominee, of the fourth vessel, the M/V Bremen Max ($70,350,000 purchase price), a 1993-built, Panamax vessel. On September 25, 2008, we completed the acquisition, through our designated nominees, of the final two vessels, the M/V Hamburg Max ($74,350,000 purchase price), a 1994-built, Panamax vessel, and the M/V African Zebra ($34,500,000 purchase price), a 1985-built, Handymax vessel. These purchase prices do not include any amounts that would result from the earn out of the 4,308,075 shares.

Dissolution and Liquidation

On August 26, 2008, shareholders of Seanergy Maritime also approved a proposal for the dissolution and liquidation of Seanergy Maritime (the “dissolution and liquidation”, which was originally filed with the SEC 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, Seanergy Maritime was no longer needed. After the dissolution and liquidation of Seanergy Maritime, which is treated as a partnership for U.S. federal income tax purposes, the former holders of common stock and warrants of Seanergy Maritime will hold common stock and warrants in Seanergy, which is treated as a foreign corporation for U.S. federal income tax purposes. The dissolution and liquidation of Seanergy Maritime will 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, which have been approximately $300,000 annually. In addition to the cost savings involved, certain non-corporate U.S. Holders (as such term is defined under “Taxation — U.S. Federal Income Taxation — General”) of Seanergy’s common stock after the dissolution and liquidation should benefit from the reduced rate of U.S. federal income tax of 15% on dividends from Seanergy (assuming the common stock of Seanergy continues to be listed on the Nasdaq Stock Market or other qualified stock exchange after Seanergy Maritime’s dissolution and liquidation and certain other requirements are met). See the discussion below at “Taxation — U.S. Federal Income Taxation — U.S. Holders — Taxation of Distributions Paid on Common Stock.” Without the dissolution and liquidation, the reduced rate of U.S. federal income tax generally should not apply to dividends paid from Seanergy to Seanergy Maritime. For a more complete discussion of the material U.S. federal income tax consequences of the ownership and disposition of our common stock and warrants after the dissolution and liquidation, see the discussion below at “Taxation — U.S. Federal Income Taxation.”

In connection with the dissolution and liquidation of Seanergy Maritime, Seanergy Maritime will (i) act in accordance with its plan of dissolution and liquidation; (ii) pay or adequately provide for the payment of its liabilities; (iii) file Articles of Dissolution with the Registrar of Corporations of the Marshall Islands in accordance with Marshall Islands law; and (iv) distribute 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 of Seanergy Maritime concurrently will become our obligation and become exercisable to purchase our common stock. Seanergy Maritime expects to file the Articles of Dissolution with the Registrar of Corporations of the Marshall Islands, and, accordingly, distribute to its shareholders shares of our common stock promptly after the effective date of this prospectus.

Seanergy’s Fleet

We own and operate, through our vessel-owning subsidiaries, six dry bulk carriers, including two newly built vessels, that transport a variety of dry bulk commodities. The following table provides summary information about our fleet:

Term of

Daily Time

Time

Charter

Year

Charter

Hire

Vessel(1)

Vessel-Owning Subsidiary(2)

Type

Dwt

Built

Party

Rate(3)(4)

African Oryx

Cynthera Navigation Ltd.

Handysize

24,110

1997

1 year

30,000

African Zebra

Waldeck Maritime Co.

Handymax

38,632

1985

1 year

36,000

Bremen Max

Martinique Intl. Corp.

Panamax

73,503

1993

1 year

65,000

Hamburg Max

Harbour Business Intl. Corp.

Panamax

73,498

1994

1 year

65,000

Davakis G. (ex. Hull No. KA215)

Amazons Management Inc.

Supramax

54,000

2008

1 year

60,000

Delos Ranger (ex. Hull No. KA216)

Lagoon Shipholding Ltd.

Supramax

54,000

2008

1 year

60,000

Total

317,743


(1)		Each vessel is registered in the Bahamas except the M/V Bremen Max and M/V Hamburg Max, which are registered in the Isle of Man.

(2)		These are our vessel-owning subsidiaries that own and operate the vessels and which were incorporated specifically for this acquisition.

(3)		Daily time charter rates represent the hire rates that South African Marine Corporation S.A., an affiliate, or SAMC, pays to charter the respective vessels from Seanergy’s vessel-owning subsidiaries.

(4)		All charter hire rates are inclusive of a commission of 1.25% payable to Safbulk Pty, Ltd., an affiliate, or Safbulk, as commercial broker, and 2.5% address commission payable to SAMC, as charterer.

The global dry bulk carrier fleet is divided into three categories based on a vessel’s carrying capacity. These categories are:


	•	Panamax. Panamax vessels have a carrying capacity of between 60,000 and 100,000 deadweight tons, or dwt. These vessels are designed to meet the physical restrictions of the Panama Canal locks (hence their name “Panamax” — the largest vessels able to transit the Panama Canal, making them more versatile than larger vessels). These vessels carry coal, grains, and, to a lesser extent, minerals such as bauxite/alumina and phosphate rock. As the availability of capesize vessels has dwindled, panamaxes have also been used to haul iron ore cargoes.

	•	Handymax/Supramax. Handymax vessels have a carrying capacity of between 30,000 and 60,000 dwt. These vessels operate on a large number of geographically dispersed global trade routes, carrying primarily grains and minor bulks. The standard vessels are usually built with 25-30 ton cargo gear, enabling them to discharge cargo where grabs are required (particularly industrial minerals), and to conduct cargo operations in countries and ports with limited infrastructure. This type of vessel offers good trading flexibility and can therefore be used in a wide variety of bulk and neobulk trades, such as steel products. Supramax are a sub-category of this category typically having a cargo carrying capacity of between 50,000 and 60,000 dwt.

	•	Handysize. Handysize vessels have a carrying capacity of up to 30,000 dwt. These vessels are almost exclusively carrying minor bulk cargo. Increasingly, vessels of this type operate on regional trading routes, and may serve as trans-shipment feeders for larger vessels. Handysize vessels are well suited for small ports with length and draft restrictions. Their cargo gear enables them to service ports lacking the infrastructure for cargo loading and unloading.

Management of the Fleet

We currently have only four employees, Mr. Dale Ploughman, our chief executive officer, Ms. Christina Anagnostara, our chief financial officer, Mr. Ioannis Tsigkounakis, our secretary, and Ms. Theodora Mitropetrou, our general counsel. In the near 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.

We outsource the management and commercial brokerage of our fleet to companies that are affiliated with members of the Restis family. For example, the commercial brokerage of our fleet has been contracted out to Safbulk Pty Ltd, or Safbulk, and the management of our fleet has been contracted out to Enterprise Shipping and Trading, S.A., or EST. Both of these entities are controlled by members of the Restis family.

Brokerage Agreement

Under the terms of the Brokerage Agreement entered into by Safbulk, as exclusive commercial broker, with Seanergy Management Corp., or Seanergy Management, Safbulk provides commercial brokerage services to our subsidiaries, which include, among other things, seeking and negotiating employment for the vessels owned by the vessel-owning subsidiaries in accordance with the instructions of Seanergy Management, one of our wholly owned subsidiaries that oversees the provision of certain services to the Seanergy group of vessel-owning subsidiaries. Safbulk is entitled to receive a commission of 1.25% calculated on the collected gross hire/freight/demurrage payable when such amounts are collected. The Brokerage Agreement is for a term of two years and is automatically renewable for consecutive periods of one year, unless either party is provided with three months’ written notice prior to the termination of such period.

A vessel trading in the spot market may be employed under a voyage charter or a time charter of short duration, generally less than three months. A time charter is a contract to charter a vessel for an agreed period of time at a set daily rate. A voyage charter is a contract to carry a specific cargo for a per ton carry amount. Under voyage charters, we would pay voyage expenses such as port, canal and fuel costs. Under time charters, the charterer would pay these voyage expenses. Under both types of charters, we would pay for vessel operating expenses, which include crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs. We would also be responsible for each vessel’s intermediate drydocking and special survey costs. Alternatively, vessels can be chartered under “bareboat” contracts whereby the charterer is responsible for the vessel’s maintenance and operations, as well as all voyage expenses. Currently, we have employed our vessels under 11 to 13-month time charters.

Vessels operating on time charter provide more predictable cash flows, but can yield lower profit margins, than vessels operating in the spot market during periods characterized by favorable market conditions. Vessels operating in the spot market generate revenues that are less predictable but may enable us to increase profit margins during periods of increasing dry bulk rates. However, we would then be exposed to the risk of declining dry bulk rates, which may be higher or lower than the rates at which we charter our vessels. We constantly evaluate opportunities for time charters, but only expect to enter into additional time charters if we can obtain contract terms that satisfy our criteria.

Management Agreement

Under the terms of the Management Agreement entered into by EST, as manager of all vessels owned by our subsidiaries, with Seanergy Management, EST performs certain duties that include general administrative and support services necessary for the operation and employment of all vessels owned by all of our subsidiaries, including, without limitation, crewing and other technical management, insurance, freight management, accounting related to vessels, provisions, bunkering, operation and, subject to our instructions, sale and purchase of vessels.

Greece published by Eurostat from time to time. Such fee is payable monthly in advance on the first business day of each following month.

EST is also an affiliate of members of the Restis family. EST has been in business for over 34 years and manages approximately 95 vessels (inclusive of new vessel build supervision), including the fleet of vessels of affiliates of members of the Restis family. As with Safbulk, we believe that EST has achieved a strong reputation in the international shipping industry for efficiency and reliability and has achieved economies of scale that should result in the cost effective operation of our vessels.

The Management Agreement is for a term of two years, and is automatically renewable for consecutive periods of one year, unless either party is provided with three months’ written notice prior to the termination of such period.

Restis Industry History and Relationship


*		Each of these affiliates involved with Seanergy are indirectly owned by the named Restis family member or members through one or more intermediary entities.

Safbulk, EST, SAMC, Waterfront, S.A., the sellers of the vessels that Seanergy acquired and certain shareholders of Seanergy Maritime are affiliates of members of the Restis family. As of December 8, 2008, the total beneficial ownership of the Restis family, including shares actually owned, shares issuable upon exercise of warrants exercisable within 60 days and shares governed by the voting agreement described elsewhere in the prospectus, in Seanergy Maritime was 84.12%. Between the period commencing on May 20, 2008 when the Restis affiliate shareholders became shareholders of Seanergy Maritime and the date of this prospectus, the Restis affiliate shareholders beneficial ownership interest has increased as a result of the following: (i) the determination to purchase shares of Seanergy Maritime’s common stock because a substantial number of shareholders were likely to vote against the approval of the proposed vessel acquisition

in which the Restis affiliate shareholders had an interest, which resulted in the purchase of 8,929,781 shares of our common stock; (ii) the decrease in the number of shares outstanding for Seanergy Maritime resulting from shareholders electing to have their shares redeemed upon the consummation of the vessel acquisition; (iii) the increase of 8,008,334 shares deemed beneficially owned resulting from the warrants becoming exercisable upon the consummation of the vessel acquisition; and (iv) the determination to purchase shares for investment purposes, which resulted in the purchase of 4,454,134 shares of our common stock.

The Restis family has been engaged in the international shipping industry for more than 40 years, including the ownership and operation of more than 60 vessels in various segments of the shipping industry, including cargo and chartering interests. The separate businesses controlled by members of the Restis family, when taken together, comprise one of the largest independent shipowning and management groups in the dry bulk sector of the shipping industry. Through our separate agreements with affiliates of members of the Restis family in respect of the management and chartering of the vessels in our initial fleet, we believe we will benefit from their extensive industry experience and established relationships. We believe that Safbulk has achieved a strong reputation in the international shipping industry for efficiency and reliability that should create new employment opportunities for us with a variety of well known charterers.

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. The shipping industry often demands very prompt review and decision-making with respect to business opportunities. In recognition of this, and in order to best utilize the experience and skills that the Restis family board appointees bring to us, our board of directors has delegated all such matters to the shipping committee. Transactions that involve the issuance of our securities or transactions that involve a related party, however, will not be delegated to the shipping committee but instead will be considered by the entire board of directors. The shipping committee is comprised of three directors. In accordance with the Voting Agreement dated as of May 20, 2008 among Seanergy Maritime, Mr. Panagiotis Zafet, Mr. Simon Zafet, shareholders of Seanergy Maritime who are affiliated with members of the Restis family, or referred to as Restis affiliate shareholders, Seanergy Maritime’s founding shareholders and Messrs. Georgios Koutsolioutsos, Alexios Komninos, Ioannis Tsigkounakis, Dale Ploughman, Kostas Koutsoubelis and Elias M. Culucundis, as amended (the “Voting Agreement”), the Master Agreement and the amended and restated by-laws of Seanergy, two of the directors are nominated by the Restis affiliate shareholders and one of the directors is nominated by the founding shareholders of Seanergy Maritime, comprised of Mr. Georgios Koutsolioutsos, our chairman of the board of directors, Mr. Alexios Komninos, our director, and Mr. Ioannis Tsigkounakis, our director and our secretary. The Voting Agreement requires that the directors appoint the selected nominees.

The initial members of the shipping committee are Messrs. Dale Ploughman and Kostas Koutsoubelis, who are the Restis affiliate shareholders’ nominees, and Mr. Elias M. Culucundis, who is the founding shareholders’ nominee. The Voting Agreement further requires that the directors fill any vacancies on the shipping committee with the nominees selected by the party that nominated the person whose resignation or removal caused the vacancy.

Voting Agreement

Pursuant to the Voting Agreement, upon the execution of the Master Agreement, our board of directors was required to consist of seven persons and following Seanergy Maritime’s 2008 annual meeting of shareholders on December 18, 2008, our board of directors was required to consist of 13 persons. The new directors were elected pursuant to the written consent of the sole shareholder of Seanergy on December 18, 2008. Through May 20, 2010, the Restis affiliate shareholders, on the one hand, and Seanergy Maritime’s 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 OFFERING


Securities offered:		Upon the dissolution and liquidation of Seanergy Maritime, Seanergy Maritime will distribute to each holder of common stock of Seanergy Maritime one share of common stock of Seanergy for each share of Seanergy Maritime common stock owned by such shareholder. In addition, all outstanding warrants of Seanergy Maritime, concurrently will become obligations of Seanergy and will become exercisable to purchase Seanergy common stock. We are registering for distribution (i) 22,361,227 shares of our common stock (the “Common Shares”), (ii) up to an aggregate of 38,984,667 of our common stock purchase warrants (the “Warrants”), (iii) up to an aggregate of 38,984,667 shares of our common stock issuable upon the exercise of the Warrants (the “Warrant Shares” and, together with the Common Shares, the “Shares”), (iv) 1,000,000 Common Shares included as part of the underwriters’ unit purchase option, (v) 1,000,000 Warrants included as part of the underwriters’ unit purchase option and (vi) 1,000,000 Warrant Shares included as part of the underwriters’ unit purchase option. The unit purchase option was issued to Maxim Group LLC, the representative of the underwriters, for $100, to purchase up to a total of 1,000,000 units at $12.50 per unit in connection with Seanergy Maritime’s initial public offering, which is equal to 125% of the initial public offering price of a unit. Each unit consists of one share of common stock and one warrant. The unit price option is exercisable commencing on September 28, 2007 until September 28, 2012. The warrants are exercisable at a price of $6.50 per share.

Common Shares:
Number of Common Shares outstanding before this offering		67,653,969 Common Shares. On September 15, 2008, we effected a 676,539.69 for one stock split so that the number of issued and outstanding shares of Seanergy was equal to the number of issued and outstanding shares of Seanergy Maritime, on a diluted basis as described below. Specifically, because Seanergy is unable to determine how many of the Warrants may actually be exercised prior to the dissolution and liquidation, whether the unit purchase option or any of the underlying Warrants will be exercised prior to the dissolution and liquidation, or whether the Restis affiliate shareholders will exercise their right to receive up to an aggregate of 4,308,075 shares of Seanergy common stock (which shares are exchangeable for shares of Seanergy Maritime common stock) originally issuable upon Seanergy meeting an EBITDA target of $72 million to be earned between October 1, 2008 and September 30, 2009, for purposes of calculating the ratio for the stock split, all of the 45,424,742 shares common stock underlying these Warrants and the unit purchase option and issuable to the Restis affiliate shareholders upon meeting the definitive predetermined criteria described above were deemed outstanding. Furthermore, to the extent that any of these Warrants and/or the unit purchase option (or underlying Warrants) remain unexercised on the effective date of this registration statement or the Restis affiliate shareholders do not exercise their right to exchange shares described above,


		then Seanergy will redeem an equal number of shares of common stock immediately prior to the dissolution and liquidation so that its outstanding shares are equal to those of Seanergy Maritime on such effective date.

Number of Common Shares to be outstanding after this offering		67,653,969 Common Shares, subject to reduction as described above

Warrants:
Number of Seanergy Maritime warrants outstanding before this offering		38,984,667 warrants

Number of Warrants to be outstanding after this offering		38,984,667 Warrants

Exercisability		Each Warrant is exercisable for one share of our common stock.

Exercise price		$6.50

Exercise period		The Seanergy Maritime warrants became exercisable on September 24, 2008.

		The Warrants will expire at 5:00 p.m., New York City time, on September 24, 2011 or earlier upon redemption.

Redemption:		We may call the outstanding Warrants for redemption:

		• in whole and not in part,

		• at a price of $.01 per Warrant at any time,

		• upon a minimum of 30 days’ prior written notice of redemption, and

		• if, and only if, the last sale price of the Common Shares equals or exceeds $14.25 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption; provided that a current registration statement under the Securities Act of 1934, as amended, relating to the Warrant Shares is effective.

		We have established the above criteria 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 to absorb a negative market reaction, if any, to our redemption call. However, there can be no assurance that the price of the Common Shares will exceed the call trigger price or the Warrant exercise price after the redemption call is made.

SUMMARY FINANCIAL DATA

COMBINED SELECTED HISTORICAL FINANCIAL INFORMATION AND OTHER DATA FOR THE VESSELS

The following selected historical statement of operations and balance sheet data were derived from the audited combined financial statements and accompanying notes prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, of Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd., Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A. for the years ended December 31, 2007, 2006 and 2005 and the unaudited combined financial statements and notes prepared in accordance with IFRS for the six months ended June 30, 2008 and 2007, included elsewhere in this prospectus. The information is only a summary and should be read in conjunction with the combined financial statements and related notes included elsewhere in this prospectus and the sections entitled, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Vessels.” The historical data included below and elsewhere in this prospectus is not necessarily indicative of our future performance.

All amounts in the tables below are in thousands of U.S. dollars, except for share data, fleet data and average daily results.


	Six Months Ended June 30,						Year Ended December 31,
	2008			2007			2007			2006			2005

Statement of Operations Data:
Revenue	$	28,227		$	13,751		$	32,297		$	15,607		$	17,016
Revenue from vessel, related party		—		$	3,430		$	3,420		$	10,740		$	10,140
Direct voyage expenses	$	(759	)	$	(60	)	$	(82	)	$	(64	)	$	(139	)
Crew cost	$	(2,143	)	$	(1,343	)	$	(2,803	)	$	(2,777	)	$	(1,976	)
Other operating expenses	$	(1,831	)	$	(1,471	)	$	(3,228	)	$	(2,842	)	$	(3,085	)
Depreciation expense	$	(16,314	)	$	(6,260	)	$	(12,625	)	$	(6,567	)	$	(6,970	)
Impairment reversal/(loss)		—			—			—		$	19,311		$	(19,311	)
Management fees to a related party	$	(411	)	$	(387	)	$	(782	)	$	(752	)	$	(644	)
Finance income	$	36		$	81		$	143		$	132		$	24
Finance expense	$	(1,014	)	$	(1,540	)	$	(2,980	)	$	(3,311	)	$	(2,392	)
Net profit/(loss)	$	5,791		$	6,201		$	13,360		$	29,477		$	(7,337	)


			December 31,
	June 30, 2008		2007		2006

Balance Sheet Data:
Total current assets	$	19,246	$	7,005	$	5,842
Vessels	$	250,022	$	244,801	$	114,967
Total assets	$	269,268	$	251,806	$	120,809
Total current liabilities, including current portion of long-term debt	$	20,208	$	13,569	$	10,396
Long-term debt	$	48,520	$	38,580	$	41,354
Total shareholders’ equity	$	200,540	$	199,657	$	69,059

The figures shown below are non-GAAP/non-IFRS statistical ratios used by management to measure performance of the vessels and are not included in financial statements prepared under IFRS.

PERFORMANCE INDICATORS


	Six Months Ended June 30,						Year Ended December 31,
	2008			2007			2007			2006			2005

Fleet Data:
Average number of vessels(1)		4.21			3.83			3.85			3.81			3.21
Ownership days(2)		769			724			1,460			1,460			1,250
Available days(3) (equals operating days for the three-year period(4))		767			693			1,411			1,393			1,166
Fleet utilization(5)		99.7	%		95.7	%		96.6	%		95.4	%		93.3	%

Average Daily Results:
Average TCE rate(6)	$	35,812		$	24,706		$	25,256		$	18,868		$	23,170
Vessel operating expenses(7)	$	5,168		$	3,887		$	4,130		$	3,849		$	4,049
Management fees(8)	$	535		$	535		$	535		$	515		$	515
Total vessel operating expenses(9)	$	5,703		$	4,422		$	4,665		$	4,364		$	4,564


(1)		Average number of vessels is the number of vessels that constituted the sellers’ fleet for the relevant period, as measured by the sum of the number of days each vessel was a part of the sellers’ fleet during the period divided by the number of available days in the period.

(2)		Ownership days are the total number of days in a period during which the vessels in a fleet have been owned. Ownership days are an indicator of the size of the sellers’ fleet over a period and affect both the amount of revenues and the amount of expenses that the sellers recorded during a period.

(3)		Available days are the number of ownership days less the aggregate number of days that vessels are off-hire due to major repairs, drydockings or special or intermediate surveys. The shipping industry uses available days to measure the number of ownership days in a period during which vessels should be capable of generating revenues.

(4)		Operating days are the number of available days in a period less the aggregate number of days that vessels are off-hire due to any reason, including unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues.

(5)		Fleet utilization is calculated by dividing the number of the fleet’s operating days during a period by the number of ownership days during that period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons such as scheduled repairs, vessel upgrades, or drydockings or special or intermediate surveys.

(6)		Time charter equivalent, or TCE, is a measure of the average daily revenue performance of a vessel on a per voyage basis. The sellers’ method of calculating TCE is consistent with industry standards and is determined by dividing operating revenues (net of voyage expenses) by operating days for the relevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract. TCE is a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company’s performance despite changes in the mix of charter types (i.e., spot charters, time charters and bareboat charters) under which the vessels may be employed between the periods:


	Six Months Ended June 30,						Year Ended December 31,
	2008			2007			2007			2006			2005

Revenues from vessels	$	28,227		$	17,181		$	35,717		$	26,347		$	27,156
Direct voyage expenses	$	(759	)	$	(60	)	$	(82	)	$	(64	)	$	(139	)
Net operating revenues	$	27,468		$	17,121		$	35,635		$	26,283		$	27,017
Operating days		767			693			1,411			1,393			1,166
Time charter equivalent rates	$	35,812		$	24,706		$	25,256		$	18,868		$	23,170


(7)		Average daily vessel operating expenses, which includes crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs, is calculated by dividing vessel operating expenses by ownership days for the relevant time periods:


	Six Months Ended June 30,				Year Ended December 31,
	2008		2007		2007		2006		2005

Crew costs and other operating expenses	$	3,974	$	2,814	$	6,031	$	5,619	$	5,061
Ownership days		769		724		1,460		1,460		1,250
Daily vessel operating expense	$	5,168	$	3,887	$	4,130	$	3,849	$	4,049


(8)		Daily management fees are calculated by dividing total management fees by ownership days for the relevant time period.

(9)		Total vessel operating expenses, or TVOE, is a measurement of total expenses associated with operating the vessels. TVOE is the sum of vessel operating expenses and management fees. Daily TVOE is calculated by dividing TVOE by fleet ownership days for the relevant time period.

PER MARKET SHARE INFORMATION

The table below sets forth, for the calendar periods indicated, the high and low sales prices on the American Stock Exchange or the Nasdaq Stock Market for the common stock, warrants and units of the Company, as applicable:


	Common Stock				Warrants				Units
	High		Low		High		Low		High		Low

Annual highs and lows
2007	$	9.67	$	9.26	$	1.66	$	1.13	$	10.94	$	9.83
Quarterly highs and lows
2007
Quarter ended 12/31/2007	$	9.48	$	9.08	$	1.66	$	1.13	$	10.94	$	10.17
2008
Quarter ended 03/31/2008	$	9.48	$	9.01	$	1.35	$	0.37	$	10.61	$	9.45
Quarter ended 06/30/2008	$	10.00	$	9.15	$	2.62	$	0.42	$	12.31	$	9.47
Quarter ended 09/30/2008	$	10.00	$	7.21	$	2.50	$	0.75	$	11.90	$	8.70
Quarter ended 12/31/2008*	$	8.55	$	3.15	$	0.92	$	0.11	$	9.10	$	6.50
Monthly highs and lows
2008
June 2008	$	9.89	$	9.52	$	2.62	$	1.81	$	12.31	$	11.55
July 2008	$	9.91	$	9.44	$	2.50	$	1.30	$	11.90	$	10.51
August 2008	$	10.00	$	8.20	$	1.90	$	1.45	$	11.70	$	9.85
September 2008	$	9.40	$	7.21	$	1.85	$	0.75	$	10.47	$	8.70
October 2008*	$	8.65	$	3.15	$	0.92	$	0.15	$	9.10	$	6.50
November 2008*	$	5.90	$	4.25	$	0.30	$	0.15		N/A		N/A
December 2008*	$	6.50	$	4.25	$	0.27	$	0.11		N/A		N/A


*		Seanergy Maritime’s common stock, warrants and units were previously listed on the American Stock Exchange. On October 15, 2008, Seanergy Maritime’s common stock and warrants commenced trading on the Nasdaq Stock Market. Seanergy Maritime’s units were separated prior to being listed on the Nasdaq Stock Market and, therefore, were not listed on the Nasdaq Stock Market. Seanergy Maritime’s units stopped trading on the American Stock Exchange on October 14, 2008 and were not listed on the Nasdaq Stock Market.

RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider carefully all of the material risks described below, together with the other information contained in this prospectus before making a decision to invest in our securities. References in this prospectus to “Seanergy,” “we,” “us,” or “our company” refer to Seanergy Maritime Holdings Corp. and its subsidiaries, but, if the context otherwise requires, may refer only to Seanergy Maritime Holdings Corp.

Risk Factors Relating to Seanergy

If Seanergy fails to manage its planned growth properly, it may not be able to successfully expand its fleet, adversely affecting overall financial position.

While Seanergy has no plans to immediately expand its fleet, it does intend to continue to expand its fleet in the future. Growth will depend on:


	•	locating and acquiring suitable vessels;

	•	identifying and consummating acquisitions or joint ventures;

	•	identifying reputable shipyards with available capacity and contracting with them for the construction of new vessels;

	•	integrating any acquired vessels successfully with its existing operations;

	•	enhancing its customer base;

	•	managing its expansion; and

	•	obtaining required financing, which could include debt, equity or combinations thereof.

Growing any business by acquisition presents numerous risks such as undisclosed liabilities and obligations, difficulty experienced in obtaining additional qualified personnel, managing relationships with customers and suppliers and integrating newly acquired operations into existing infrastructures. Seanergy has not identified expansion opportunities, and the nature and timing of any such expansion is uncertain. Seanergy may not be successful in growing and may incur significant expenses and losses.

Our management made certain assumptions about our future operating results that may differ significantly from our actual results, which may result in shareholder claims against us or our directors.

In connection with our vessel acquisition described above, our management made certain assumptions about the future operating results for our business. To the extent our actual results are significantly lower than the projected results, there could be adverse consequences to us. These consequences could include potential claims by our shareholders against our directors for violating their fiduciary duties to our shareholders in recommending a transaction that was not fair to shareholders. Any such claims, even if ultimately unsuccessful, would divert financial resources and management’s time and attention from operating our business.

Our debt financing contains restrictive covenants that may limit our liquidity and corporate activities.

The debt financing that our subsidiaries entered into with Marfin Bank S.A. of Greece on August 28, 2008 in connection with the vessel acquisition imposes, and any future loan agreements we or our subsidiaries may execute may impose, operating and financial restrictions on us or our subsidiaries. These restrictions may, subject to certain exceptions, limit our or our subsidiaries’ ability to:


	•	incur additional indebtedness;

	•	create liens on our or our subsidiaries’ assets;

	•	sell capital stock of our subsidiaries;

	•	engage in any business other than the operation of the vessels;


	•	pay dividends in excess of 60% of net cash flow;

	•	change or terminate the management of the vessels or terminate or materially amend the management agreement relating to each vessel; and

	•	sell the vessels.

Therefore, we may need to seek permission from our lenders in order to engage in some important corporate actions. Our current and any future lenders’ interests may be different from our interests, and we cannot guarantee that we will be able to obtain such lenders’ permission when needed. This may prevent us from taking actions that are in our best interest.

Servicing debt will limit funds available for other purposes, including capital expenditures and payment of dividends.

Marfin Bank S.A. of Greece has extended to us pursuant to a financial agreement dated August 28, 2008, a term loan of up to $165,000,000 and a revolving facility not to exceed $90,000,000. We are required to dedicate a portion of our cash flow from operations to pay the principal and interest on our debt. These payments limit funds otherwise available for working capital expenditures and other purposes, including payment of dividends. Based on current estimates for the period from October 1, 2008 to September 30, 2009, the payment of principal and interest amounts to approximately 43% of the cash flow from operations. We have not yet determined whether to purchase additional vessels or incur debt in the near future for additional vessel acquisitions. If we are unable to service our debt, it could have a material adverse effect on our financial condition and results of operations. We have currently drawn down the full amount of the term loan and $54,800,000 of the revolving facility.

Credit market volatility may affect our ability to refinance our existing debt, borrow funds under our revolving credit facility or incur additional debt.

The credit markets have been experiencing extreme volatility and disruption for more than 12 months. In recent weeks, the volatility and disruption have reached unprecedented levels. In many cases, the markets have limited credit capacity for certain issuers, and lenders have requested shorter terms. The market for new debt financing is extremely limited and in some cases not available at all. In addition, the markets have increased the uncertainty that lenders will be able to comply with their previous commitment. If current levels of market disruption and volatility continue or worsen, we may not be able to refinance our existing debt, draw upon our revolving credit facility or incur additional debt, which may require us to seek other funding sources to meet our liquidity needs or to fund planned expansion. For example, our existing revolving credit facility is tied to the market value of the vessels. We may need to seek permission from its lenders in order to make further use of our revolving credit facility, depending on the aggregate market value of vessels. We cannot assure you that we will be able to obtain debt or other financing on reasonable terms, or at all.

Increases in interest rates could increase interest payable under our variable rate indebtedness.

We are subject to interest rate risk in connection with our variable rate indebtedness. Changes in interest rate could increase the amount of our interest payments and thus negatively impact our future earnings and cash flows. Fluctuations in interest rates could be exacerbated in future periods as a result of the current worldwide instability in the banking and credit markets. Although we do not currently have hedging arrangements for our variable rate indebtedness, we expect to hedge interest rate exposure at the appropriate time. However, these arrangements may prove inadequate or ineffective.

In the highly competitive international dry bulk shipping industry, we may not be able to compete for charters with new entrants or established companies with greater resources, which may adversely affect our results of operations.

We employ our fleet in a highly competitive market that is capital intensive and highly fragmented. Competition arises primarily from other vessel owners, some of whom have substantially greater resources than ours. Competition for the transportation of dry bulk cargoes can be intense and depends on price, location, size, age, condition and the acceptability of the vessel and its managers to the charterers. Due in part

to the highly fragmented market, competitors with greater resources could operate larger fleets through consolidations or acquisitions that may be able to offer better prices and fleets.

Because SAMC is the sole counterparty on the time charters for all six vessels in our initial fleet, the failure of such counterparty to meet its obligations could cause us to suffer losses on such contracts, thereby decreasing revenues, operating results and cash flows.

We have chartered all six vessels acquired as part of the vessel acquisition to SAMC, a company affiliated with members of the Restis family, and therefore will be dependent on performance by our charterer. Our charters may terminate earlier than the dates indicated in this prospectus. Under our charter agreements, the events or occurrences that will cause a charter to terminate or give the charterer the option to terminate the charter generally include a total or constructive total loss of the related vessel, the requisition for hire of the related vessel or the failure of the related vessel to meet specified performance criteria. In addition, the ability of our charterer to perform its obligations under a charter will depend on a number of factors that are beyond our control. These factors may include general economic conditions, the condition of the dry bulk shipping industry, the charter rates received for specific types of vessels, the ability of the charterer to obtain letters of credit from its customers and various operating expenses. In addition, SAMC, like other operators, manages its tonnage operations through a mix of time period charters (medium to long) and spot charters. It is Seanergy’s understanding that SAMC operates three of the vessels on period charters that are in excess of one year and three vessels on the spot market. The spot market is highly competitive and spot rates fluctuate significantly. Vessels operating in the spot market generate revenues that are less predictable than those on period time charters. Therefore, SAMC may be exposed to the risk of fluctuating spot drybulk charter rates, which may have an adverse impact on its financial performance and its obligations. The costs and delays associated with the default by a charterer of a vessel may be considerable and may adversely affect our business, results of operations, cash flows, financial condition and our ability to pay dividends.

We cannot predict whether our charterer will, upon the expiration of its charters, re-charter our vessels on favorable terms or at all. If our charterer decides not to re-charter our vessels, we may not be able to re-charter them on terms similar to our current charters or at all. In the future, we may also employ our vessels in the spot charter market, which is subject to greater rate fluctuation than the time charter market.

If we receive lower charter rates under replacement charters or are unable to re-charter all of our vessels, the amounts available, if any, to pay dividends to our shareholders may be significantly reduced or eliminated.

We will not be able to take advantage of favorable opportunities in the current spot market with respect to our vessels, all of which are employed on 11 to 13 month time charters.

All of the six vessels in our fleet are employed under medium-term time charters, with expiration dates ranging from 11 months to 13 months from the time of delivery. Although medium-term time charters provide relatively steady streams of revenue, vessels committed to medium-term charters may not be available for spot voyages during periods of increasing charter hire rates, when spot voyages might be more profitable.

We may not be able to attract and retain key management personnel and other employees in the shipping industry, which may negatively affect the effectiveness of our management and our results of operations.

Our success will depend to a significant extent upon the abilities and efforts of our management team. We currently have four employees, our chief executive officer, chief financial officer, secretary and general counsel. Our success will depend upon our ability to retain key members of our management team and the ability of our management to recruit and hire suitable employees. The loss of any of these individuals could adversely affect our business prospects and financial condition. Difficulty in hiring and retaining personnel could adversely affect our results of operations.

We are dependent on each of EST and Safbulk for the management and commercial brokerage of our fleet.

Mr. Dale Ploughman, our chief executive officer, Ms. Christina Anagnostara, our chief financial officer, Mr. Ioannis Tsigkounakis, our secretary, and Ms. Theodora Mitropetrou, our general counsel are our only officers, and we currently have no plans to hire additional officers. As we subcontract the management and commercial brokerage of our fleet, including crewing, maintenance and repair, to each of EST and Safbulk,

both affiliates of members of the Restis family, the loss of services of, or the failure to perform by, either of these entities could materially and adversely affect our results of operations. Although we may have rights against either of these entities if they default on their obligations to us, you will have no recourse directly against them. Further, we expect that we will need to seek approval from our lenders to change our manager.

EST, Safbulk and SAMC are privately held companies and there is little or no publicly available information about them.

The ability of EST and Safbulk to continue providing services for our benefit and for SAMC to continue performing under the charters will depend in part on their respective financial strength. Circumstances beyond our control could impair their financial strength, and because they are privately held, it is unlikely that information about their financial strength would become public unless any of these entities began to default on their respective obligations. As a result, our shareholders might have little advance warning of problems affecting EST, Safbulk or SAMC, even though these problems could have a material adverse effect on us.

We outsource the management and commercial brokerage of our fleet to companies that are affiliated with members of the Restis family, which may create conflicts of interest.

We outsource the management and commercial brokerage of our fleet to EST and Safbulk, companies that are affiliated with members of the Restis family. Companies affiliated with members of the Restis family own and may acquire vessels that compete with our fleet. Both EST and Safbulk have responsibilities and relationships to owners other than us which could create conflicts of interest between us, on the one hand, and EST or Safbulk, on the other hand. These conflicts may arise in connection with the chartering of the vessels in our fleet versus dry bulk carriers managed by other companies affiliated with members of the Restis family.

Risks involved with operating ocean-going vessels could affect our business and reputation, which would adversely affect our revenues.

The operation of an ocean-going vessel carries inherent risks. These risks include the possibility of:


	•	crew strikes and/or boycotts;

	•	marine disaster;

	•	piracy;

	•	environmental accidents;

	•	cargo and property losses or damage; and

	•	business interruptions caused by mechanical failure, human error, war, terrorism, political action in various countries or adverse weather conditions.

Any of these circumstances or events could increase our costs or lower our revenues.

Our vessels may suffer damage and we may face unexpected drydocking costs, which could adversely affect our cash flow and financial condition.

If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs are unpredictable and can be substantial. We may have to pay drydocking costs that our insurance does not cover. The loss of earnings while these vessels are being repaired and reconditioned may not be covered by insurance in full and thus these losses, as well as the actual cost of these repairs, would decrease our earnings.

Purchasing and operating second hand vessels may result in increased operating costs and vessel off-hire, which could adversely affect our earnings.

We have inspected the second hand vessels that we acquired from the sellers and considered the age and condition of the vessels in budgeting for operating, insurance and maintenance costs. If we acquire additional second hand vessels in the future, we may encounter higher operating and maintenance costs due to the age and condition of those additional vessels.

However, our inspection of second hand vessels prior to purchase does not provide us with the same knowledge about their condition and cost of any required or anticipated repairs that we would have had if these vessels had been built for and operated exclusively by us. Except for the two newly constructed vessels, we will not receive the benefit of warranties on second hand vessels.

In general, the costs to maintain a dry bulk carrier in good operating condition increase with the age of the vessel. The average age of the four second hand vessels in our initial fleet of six dry bulk carriers that we acquired from the sellers is approximately 10.5 years. The two newly built vessels have a useful life of 25 years. Older vessels are typically less fuel-efficient and more costly to maintain than more recently constructed dry bulk carriers due to improvements in engine technology. Cargo insurance rates increase with the age of a vessel, making older vessels less desirable to charterers.

Governmental regulations, safety or other equipment standards related to the age of vessels may require expenditures for alterations, or the addition of new equipment, to our vessels and may restrict the type of activities in which the vessels may engage. As our vessels age, market conditions may not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

Turbulence in the financial services markets and the tightening of credit may affect the ability of purchasers of dry bulk cargo to obtain letters of credit to purchase dry bulk goods, resulting in declines in the demand for vessels.

Turbulence in the financial markets has led many lenders to reduce, and in some cases, cease to provide credit, including letters of credit, to borrowers. Purchasers of dry bulk cargo typically pay for cargo with letters of credit. The tightening of the credit markets has reduced the issuance of letters of credit and as a result decreased the amount of cargo being shipped as sellers determine not to sell cargo without a letter of credit. Reductions in cargo results in less business for charterers and declines in the demand for vessels. Any material decrease in the demand for vessels may decrease charter rates and make it more difficult for Seanergy to charter its vessels in the future at competitive rates. Reduced charter rates would reduce Seanergy’s revenues.

Rising fuel prices may adversely affect our profits.

The cost of fuel is a significant factor in negotiating charter rates. As a result, an increase in the price of fuel beyond our expectations may adversely affect our profitability. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geo-political developments, supply and demand for oil, actions by members of the Organization of the Petroleum Exporting Countries and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns and regulations.

Our worldwide operations will expose us to global risks that may interfere with the operation of our vessels.

We conduct our operations worldwide. Changing economic, political and governmental conditions in the countries where we are engaged in business or in the countries where we have registered our vessels, affect our operations. In the past, political conflicts, particularly in the Persian Gulf, resulted in attacks on vessels, mining of waterways and other efforts to disrupt shipping in the area. Acts of terrorism and piracy have also affected vessels trading in regions such as the South China Sea and off the coast of Somalia. The likelihood of future acts of terrorism may increase, and our vessels may face higher risks of being attacked. In addition, future hostilities or other political instability in regions where our vessels trade could have a material adverse effect on our trade patterns and adversely affect our operations and performance.

We may not have adequate insurance to compensate us if we lose our vessels, which may have a material adverse effect on our financial condition and results of operation.

We have procured hull and machinery insurance and protection and indemnity insurance, which includes environmental damage and pollution insurance coverage and war risk insurance for our fleet. We do not expect to maintain for all of our vessels insurance against loss of hire, which covers business interruptions that result from the loss of use of a vessel. We may not be adequately insured against all risks. We may not be able to

obtain adequate insurance coverage for our fleet in the future. The insurers may not pay particular claims. Our insurance policies may contain deductibles for which we will be responsible and limitations and exclusions which may increase our costs or lower our revenue. Moreover, insurers may default on claims they are required to pay. If our insurance is not enough to cover claims that may arise, the deficiency may have a material adverse effect on our financial condition and results of operations.

We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law, which may negatively affect the ability of shareholders to protect their interests.

Our corporate affairs are governed by our amended and restated articles of incorporation and amended and restated by-laws and by the Marshall Islands Business Corporations Act, or BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the laws of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain U.S. jurisdictions. Shareholder rights may differ as well. While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, shareholders may have more difficulty in protecting their interests in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction.

We are incorporated under the laws of the Republic of the Marshall Islands and our directors and officers are non-U.S. residents, and although you may bring an original action in the courts of the Marshall Islands or obtain a judgment against us or our directors or management based on U.S. laws in the event you believe your rights as a shareholder have been infringed, it may be difficult to enforce judgments against us or our directors or management.

We are incorporated under the laws of the Republic of the Marshall Islands, and all of our assets are, and will be, located outside of the United States. Our business is operated primarily from our offices in Athens, Greece. In addition, our directors and officers, are non-residents of the United States, and all or a substantial portion of the assets of these non-residents are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us, or against these individuals in the United States if you believe that your rights have been infringed under securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Marshall Islands and of other jurisdictions may prevent or restrict you from enforcing a judgment against our assets or the assets of our directors and officers. Although you may bring an original action against us or our affiliates in the courts of the Marshall Islands based on U.S. laws, and the courts of the Marshall Islands may impose civil liability, including monetary damages, against us, or our affiliates for a cause of action arising under Marshall Islands laws, it may impracticable for you to do so given the geographic location of the Marshall Islands. For more information regarding the relevant laws of the Marshall Islands, please read “Enforceability of Civil Liabilities.”

Anti-takeover provisions in our amended and restated articles of incorporation and by-laws, as well as the terms and conditions of a Voting Agreement, could make it difficult for shareholders to replace or remove our current board of directors or could have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common shares.

Several provisions of our amended and restated articles of incorporation and by-laws, as well as the terms and conditions of the Voting Agreement could make it difficult for shareholders to change the composition of our board of directors in any one year, preventing them from changing the composition of our management. In addition, the same provisions may discourage, delay or prevent a merger or acquisition that shareholders may consider favorable.

These provisions include those that:


	•	authorize our board of directors to issue “blank check” preferred stock without shareholder approval;

	•	provide for a classified board of directors with staggered, three-year terms;


	•	require a super-majority vote in order to amend the provisions regarding our classified board of directors with staggered, three-year terms;

	•	permit the removal of any director from office at any time, with or without cause, at the request of the shareholder group entitled to designate such director;

	•	allow vacancies on the board of directors to be filled by the shareholder group entitled to name the director whose resignation or removal led to the occurrence of the vacancy;


	•	require that our 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 such vacancies; and


	•	prevent our board of directors from dissolving the shipping committee or altering the duties or composition of the shipping committee without an affirmative vote of not less than 80% of the board of directors.

These anti-takeover provisions could substantially impede the ability of shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common stock and your ability to realize any potential change of control premium.

Our shipping committee is controlled by appointees nominated by affiliates of members of the Restis’ family, which could create conflicts of interest detrimental to us.

Our board of directors has created a shipping committee, which has been delegated exclusive authority to consider and vote upon all matters involving shipping and vessel finance, subject to certain limitations. Affiliates of members of the Restis family have the right to appoint two of the three members of the shipping committee and as a result such affiliates will effectively control all decisions with respect to our shipping operations that do not involve a transaction with a Restis affiliate. Messrs. Dale Ploughman, Kostas Koutsoubelis and Elias Culucundis currently serve on our shipping committee. Each of Messrs. Ploughman and Koutsoubelis also will continue to serve as officers and/or directors of other entities affiliated with members of the Restis family that operate in the dry bulk sector of the shipping industry. The dual responsibilities of members of the shipping committee in exercising their fiduciary duties to us and other entities in the shipping industry could create conflicts of interest. Although Messrs. Ploughman and Koutsoubelis intend to maintain as confidential all information they learn from one company and not disclose it to the other entities for whom they serve; in certain instances this could be impossible given their respective roles with various companies. There can be no assurance that Messrs. Ploughman and Koutsoubelis would resolve any conflicts of interest in a manner beneficial to us.

We may be classified as a passive foreign investment company, or PFIC, which could result in adverse U.S. federal income tax consequences to U.S. holders of our common stock or warrants.

We generally will be treated as a PFIC for any taxable year in which either (1) at least 75% of our gross income (looking through certain corporate subsidiaries) is passive income or (2) at least 50% of the average value of our assets (looking through certain corporate subsidiaries) produce, or are held for the production of, passive income. Passive income generally includes dividends, interest, rents, royalties, and gains from the disposition of passive assets. If we were a PFIC for any taxable year during which a U.S. Holder (as such term is defined in the section entitled “Taxation — U.S. Federal Income Taxation — General”) held our common stock or warrants, the U.S. Holder may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements. Based on the current and expected composition of our and our subsidiaries’ assets and income, it is not anticipated that we will be treated as a PFIC. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. Accordingly there can be no assurances regarding our status as a PFIC for the current taxable year or any future taxable year. See the discussion in the section entitled “Taxation — U.S. Federal Income Taxation — U.S. Holders — Passive Foreign Investment Company Rules.” We urge U.S. Holders to consult with their own tax advisors regarding the possible application of the PFIC rules.

We, or any of our vessel-owning subsidiaries, may become subject to U.S. federal income taxation on our U.S. source shipping income.

Each of the vessels acquired is operated under a time charter or voyage charter that allows the charterer to determine the vessel’s ports of call. If a vessel operates to or from the United States, a portion of the charter income from the vessel attributable to such trips may constitute “United States source gross transportation income.” We cannot predict whether we or any of our vessel-owning subsidiaries will earn any such income. United States source gross transportation income generally is subject to U.S. federal income tax at a 4% rate, unless exempt under Section 883 of the Internal Revenue Code of 1986, as amended, or the Code. Section 883 of the Code generally provides an exemption from U.S. federal income tax in respect of gross income earned by certain foreign corporations from the international operation of ships, but only if a number of requirements are met (including requirements concerning the ownership of the foreign corporation). Because of the factual nature of determining whether this tax exemption applies, it is unclear at this time whether the exemption will be available to us or any of our vessel-owning subsidiaries for any United States source gross transportation income that we or our subsidiaries might earn. You should consult with your own tax advisors as to the risk that we or our vessel-owning subsidiaries may be subject to U.S. federal income tax.

We, as a non-U.S. company, have elected to comply with the less stringent reporting requirements of the Exchange Act, as a foreign private issuer.

We are a Marshall Islands company, and our corporate affairs are governed by our amended and restated articles of incorporation, the BCA and the common law of the Republic of the Marshall Islands. Upon the dissolution and liquidation of Seanergy Maritime, we intend to commence reporting under the Exchange Act as a non-U.S. company with foreign private issuer status. Some of the differences between the reporting obligations of a foreign private issuer and those of a U.S. domestic company are as follows: Foreign private issuers are not required to file their annual report on Form 20-F until six months after the end of each fiscal year while U.S. domestic issuers that are accelerated filers are required to file their annual report of Form 10-K within 75 days after the end of each fiscal year. However, in August 2008, the Securities and Exchange Commission (“SEC”), adopted changes in the content and timing of disclosure requirements for foreign private issuers, including requiring foreign private issuers to file their annual report on Form 20-F no later than four months after the end of each fiscal year, after a three-year transition period. Additionally, other new disclosure requirements that will be added to Form 20-F include disclosure of disagreements with or changes in certifying accountants, fees, payments and other charges related to American Depository Receipts, and significant differences in corporate governance practices as compared to United States issuers. In addition, foreign private issuers are not required to file regular quarterly reports on Form 10-Q that contain unaudited financial and other specified information.

However, if a foreign private issuer makes interim reports available to shareholders, the foreign private issuer will be required to submit copies of such reports to the SEC on a Form 6-K. Foreign private issuers are also not required to file current reports on Form 8-K upon the occurrence of specified significant events. However, foreign private issuers are required to file reports on Form 6-K disclosing whatever information the foreign private issuer has made or is required to make public pursuant to its home country’s laws or distributes to its shareholders and that is material to the issuer and its subsidiaries. Foreign private issuers are also exempt from the requirements under the U.S. proxy rules prescribing the content of proxy statements and annual reports to shareholders. Although the Nasdaq Stock Market does require that a listed company prepare and deliver to shareholders annual reports and proxy statements in connection with all meeting of shareholders, these documents will not be required to comply with the detailed content requirements of the SEC’s proxy regulations. Officers, directors and 10% or more shareholders of foreign private issuers are exempt from requirements to file Forms 3, 4 and 5 to report their beneficial ownership of the issuer’s common stock under Section 16(a) of the Exchange Act and are also exempt from the related short-swing profit recapture rules under Section 16(b) of the Exchange Act. Foreign private issuers are also not required to comply with the provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information.

In addition, as a foreign private issuer, we may be exempted from, and you may not be provided with the benefits of, some of the Nasdaq Stock Market corporate governance requirements, including that:


	•	a majority of our board of directors must be independent directors;


	•	the compensation of our chief executive officer must be determined or recommended by a majority of the independent directors or a compensation committee comprised solely of independent directors; and

	•	our director nominees must be selected or recommended by a majority of the independent directors or a nomination committee comprised solely of independent directors.

As a result, our independent directors may not have as much influence over our corporate policy as they would if we were not a foreign private issuer.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as shareholders of a U.S. company.

The Republic of Marshall Islands has no bankruptcy act.

The Republic of Marshall Islands has no bankruptcy, insolvency or any similar act that governs the liquidation or rehabilitation of an insolvent debtor, and thus the Marshall Islands may not have a sound legal framework and corresponding caliber of professional legal infrastructure to adequately address or recognize the rights and needs of domestic or foreign creditors and investors. It does have a little-used device pursuant to which, at the request of a judgment creditor, a court can appoint a receiver to either run or wind up the affairs of a corporation. A court can also appoint a trustee if a corporation files for dissolution to wind up the affairs. Finally, it would be possible for a Marshall Islands court to apply the law of any jurisdiction with laws similar to those of the Marshall Islands, such as those of the United States. There can be no assurance, however, that a Marshall Islands court would apply the insolvency laws, including, without limitation, the priority schemes, of the United States or of any other foreign country, in the event of the Company’s insolvency, and thus it is difficult to predict the outcome of any such proceedings. Additionally, to the extent the Company has creditors or assets in countries other than the Marshall Islands, there can be no assurance that a foreign court would recognize and extend comity to the Marshall Islands insolvency proceedings.

Investors should not rely on an investment in us if they require dividend income. It is not certain that we will pay a dividend and the only return on an investment in us may come from appreciation of our common stock, if any.

We intend to pay dividends as described in “Description of Securities — Dividends.” However, we may incur other expenses or liabilities that would reduce or eliminate the cash available for distribution as dividends. Our loan agreements, including the credit facility agreement, may also prohibit or restrict the declaration and payment of dividends under some circumstances.

In addition, the declaration and payment of dividends will be subject at all times to the discretion of our board of directors. The timing and amount of dividends will be in the discretion of our board of directors and be dependent on 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 and other factors. Marshall Islands law generally prohibits the payment of dividends other than from surplus or while a company is insolvent or would be rendered insolvent upon the payment of such dividends, or if there is no surplus, dividends may be declared or paid out of net profits for the fiscal year in which the dividend is declared and for the preceding fiscal year. We may not pay dividends in the anticipated amounts and frequency set forth in this prospectus or at all.

We are a holding company and will depend on the ability of our subsidiaries to distribute funds to us in order to satisfy financial obligations or to make dividend payments.

We are a holding company and our subsidiaries, all of which are, or upon their formation will be, wholly owned by us either directly or indirectly, conduct all of our operations and own all of our operating assets. We have no significant assets other than the equity interests in our wholly owned subsidiaries. As a result, our ability to make dividend payments depends on our subsidiaries and their ability to distribute funds to us. If we are unable to obtain funds from our subsidiaries, our board of directors may exercise its discretion not to pay dividends.

The Seanergy Maritime warrants, which will become our obligation after the dissolution and liquidation, are currently exercisable and you may experience dilution.

Seanergy Maritime has 38,984,667 warrants to purchase its common stock issued and outstanding at an exercise price of $6.50 per share, which will become our obligations upon completion of Seanergy Maritime’s dissolution and liquidation. As a result, you may experience dilution if such warrants are exercised.

Registration rights held by Seanergy Maritime’s founding shareholders and the Restis affiliate shareholders may have an adverse effect on the market price of our common stock.

Pursuant to a Registration Rights Agreement, no later than thirty days from the effective date of the dissolution and liquidation, we are obligated to file a registration statement with the Securities and Exchange Commission registering the resale of the 5.5 million shares in the aggregate owned by Seanergy Maritime’s founding shareholders and the Restis affiliate shareholders and the 16,016,667 shares of common stock underlying their private placement warrants. However, the 5,500,000 shares will not be released from escrow before the first year anniversary of the consummation of the vessel acquisition. In addition, we have agreed to register for resale in such registration statement an aggregate of 6,568,075 shares of common stock, consisting of 4,308,075 shares of common stock issuable to the Restis affiliate shareholders if we achieve certain earnings targets and 2,260,000 shares of common stock issuable upon conversion of the Note.

Upon the effectiveness of such registration statement, there will be up to an additional 28,084,742 shares of common stock eligible for trading in the public market. The presence of these additional shares may have an adverse effect on the market price of our common stock.

Following the completion of the dissolution and liquidation of Seanergy Maritime, the Restis affiliate shareholders will hold approximately 71.93% of our outstanding common stock and the founding shareholders of Seanergy Maritime will hold approximately 14.72% of our outstanding common stock. If we achieve certain earnings targets and the Restis affiliate shareholders convert the Note into Shares, the Restis affiliate shareholders may receive an additional 6,568,075 of our outstanding common stock within two years after closing. This may limit your ability to influence our actions.

As of December 8, 2008, the total beneficial ownership of the Restis family, including shares actually owned, shares issuable upon exercise of warrants exercisable within 60 days and shares governed by the Voting Agreement, in Seanergy Maritime was 84.12%. Between the period commencing on May 20, 2008 when the Restis affiliate shareholders became shareholders of Seanergy Maritime and the date of this prospectus, the Restis affiliate shareholders beneficial ownership interest has increased as a result of the following: (i) the determination to purchase shares of Seanergy Maritime’s common stock because a substantial number of shareholders were likely to vote against the approval of the proposed vessel acquisition in which the Restis affiliate shareholders had an interest, which resulted in the purchase of 8,929,781 shares of our common stock; (ii) the decrease in the number of shares outstanding for Seanergy Maritime resulting from shareholders electing to have their shares redeemed upon the consummation of the vessel acquisition; (iii) the increase of 8,008,334 shares deemed beneficially owned resulting from the warrants becoming exercisable upon the consummation of the vessel acquisition; and (iv) the determination to purchase shares for investment purposes, which resulted in the purchase of 4,454,134 shares of our common stock.

Following the completion of the dissolution and liquidation of Seanergy Maritime, the Restis affiliate shareholders will own approximately 71.93% of our outstanding common stock (including 70,000 shares of common stock owned by Argonaut SPC, a fund whose investment manager is an affiliate of members of the Restis family), or approximately 39.49% of our outstanding capital stock on a fully diluted basis, assuming exercise of all outstanding Warrants. Assuming issuance of the earnout shares and conversion of the Note, the Restis affiliate shareholders will own approximately 78.28% of our outstanding common stock, or approximately 45.17% of our outstanding common stock on a fully diluted basis, assuming exercise of all outstanding Warrants. Following completion of Seanergy Maritime’s dissolution and liquidation, the founding shareholders of Seanergy Maritime will own approximately 14.72% of our outstanding common stock, or 17.83% of our outstanding capital stock on a fully diluted basis. In addition, Seanergy Maritime has entered into the Voting

Agreement with the Restis affiliate shareholders and the founding shareholders of Seanergy Maritime whereby the Restis affiliate shareholders and founding shareholders will jointly nominate our board of directors. Collectively, the parties to the Voting Agreement will own 86.65% of our outstanding common stock, or approximately 57.32% on a fully diluted basis. Seanergy Maritime’s major shareholders (which will become our major shareholders following Seanergy Maritime’s dissolution and liquidation) will have the power to exert considerable influence over our actions and matters which require shareholder approval, which will limit your ability to influence our actions.

The market price of our common stock may in the future be subject to significant fluctuations.

The market price of our common stock may in the future be subject to significant fluctuations as a result of many factors, some of which are beyond our control. Among the factors that could in the future affect our stock price are:


	•	quarterly variations in our results of operations;

	•	changes in sales or earnings estimates or publication of research reports by analysts;

	•	speculation in the press or investment community about our business or the shipping industry generally;

	•	changes in market valuations of similar companies and stock market price and volume fluctuations generally;

	•	strategic actions by us or our competitors such as acquisitions or restructurings;

	•	regulatory developments;

	•	additions or departures of key personnel;

	•	general market conditions; and

	•	domestic and international economic, market and currency factors unrelated to our performance.

In addition, in recent months, the stock market has experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in the dry bulk shipping industry. The changes frequently appear to occur without regard to the operating performance of the affected companies. Hence, the price of our common stock could fluctuate based upon factors that have little or nothing to do with us, and these fluctuations could materially reduce our share price.

Because we expect to generate all of our revenues in U.S. dollars but incur a portion of our expenses in other currencies, exchange rate fluctuations could have an adverse impact on our results of operations.

We expect to generate substantially all of our revenues in U.S. dollars but certain of our expenses will be incurred in currencies other than the U.S. dollar. This difference could lead to fluctuations in net income due to changes in the value of the U.S. dollar relative to these other currencies, in particular the Euro. Expenses incurred in foreign currencies against which the U.S. dollar falls in value could increase, decreasing our net income and cash flow from operations. For example, during 2007, the value of the U.S. dollar declined by approximately 10.37% as compared to the Euro and declined approximately 8.22% during the first six months of 2008. However, the value of the U.S. dollar increased by approximately 3.41% as compared to the Euro during the first nine months of 2008 and increased approximately 10.75% for the three months ended September 30, 2008. Furthermore, the value of the U.S. dollar increased by 13.87% as compared to the Euro during 2008 and increased approximately 6.29% for the three months ended December 31, 2008.

Industry Risk Factors Relating to Seanergy

The dry bulk shipping industry is cyclical and volatile, and this may lead to reductions and volatility of charter rates, vessel values and results of operations.

The degree of charter hire rate volatility among different types of dry bulk carriers has varied widely. If we enter into a charter when charter hire rates are low, our revenues and earnings will be adversely affected. In addition, a decline in charter hire rates likely will cause the value of the vessels that we own, to decline and we may not be able to successfully charter our vessels in the future at rates sufficient to allow us to operate our business profitably or meet our obligations. The factors affecting the supply and demand for dry bulk carriers are outside of our control and are unpredictable. The nature, timing, direction and degree of changes in dry bulk shipping market conditions are also unpredictable.

Factors that influence demand for seaborne transportation of cargo include:


	•	demand for and production of dry bulk products;

	•	the distance cargo is to be moved by sea;

	•	global and regional economic and political conditions;

	•	environmental and other regulatory developments; and

	•	changes in seaborne and other transportation patterns, including changes in the distances over which cargo is transported due to geographic changes in where commodities are produced and cargoes are used.

The factors that influence the supply of vessel capacity include:


	•	the number of new vessel deliveries;

	•	the scrapping rate of older vessels;

	•	vessel casualties;

	•	price of steel;

	•	number of vessels that are out of service;

	•	changes in environmental and other regulations that may limit the useful life of vessels; and

	•	port or canal congestion.

We anticipate that the future demand for our vessels will be dependent upon continued economic growth in the world’s economies, including China and India, seasonal and regional changes in demand, changes in the capacity of the world’s dry bulk carrier fleet and the sources and supply of cargo to be transported by sea. If the global vessel capacity increases in the dry bulk shipping market, but the demand for vessel capacity in this market does not increase or increases at a slower rate, the charter rates could materially decline. Adverse economic, political, social or other developments could have a material adverse effect on our business, financial condition, results of operations and ability to pay dividends.

Future growth in dry bulk shipping will depend on a return to economic growth in the world economy that exceeds growth in vessel capacity. A decline in charter rates would adversely affect our revenue stream and could have an adverse effect on our financial condition and results of operations.

Charter rates for the dry bulk carriers have been at extremely low rates recently mainly due to the current global financial crisis which is also affecting this industry. We anticipate that future demand for our vessels, and in turn future charter rates, will be dependent upon a return to economic growth in the world’s economy, particularly in China and India, as well as seasonal and regional changes in demand and changes in the capacity of the world’s fleet. The world’s dry bulk carrier fleet is expected to increase in 2008 as a result of scheduled deliveries of newly constructed vessels but will be leveled off by higher forecasts for scrapping of existing vessels as compared to 2007. A return to economic growth in the world economy that exceeds growth

in vessel capacity will be necessary to sustain current charter rates. There can be no assurance that economic growth will not continue to decline or that vessel scrapping will occur at an even lower rate than forecasted.

Despite Seanergy’s current strong charter revenue as a result of current charter agreements being secured for 11-13 months which are currently at above market value, there is a risk that due to the current volatility in the dry bulk sector, which is primarily caused by among other things, a decrease in letters of credit being provided, significant drop in demand for goods being shipped, reduction in volumes of goods and cancellation of orders, there is a possibility that charterers could seek to renegotiate the time charter rates. A decline in charter rates would adversely affect our revenue stream and could have a material adverse effect on our business, financial condition and results of operations.

Significant volatility in the world economy could have a material adverse effect on our business, financial position and results of operations.

Our vessels are engaged in global seaborne transportation of commodities, involving the loading or discharging of raw materials and semi-finished goods around the world. As a result, significant volatility in the world economy and negative changes in global economic conditions, may have an adverse effect on our business, financial position and results of operations, as well as future prospects. In particular, in recent years China has been one of the fastest growing economies in terms of gross domestic product. Given the current global conditions, the Chinese economy has experienced slowdown and stagnation and there is no assurance that continuous growth will be sustained or that the Chinese economy will not experience further contraction or stagnation in the future. Moreover, any further slowdown in the U.S. economy, the European Union or certain other Asian countries may continue to adversely affect world economic growth. Negative world economic conditions may result in global production cuts, changes in the supply and demand for the seaborne transportation of drybulk goods, downward adjusted pricings for goods and freights and cancellation of transactions/orders placed. As a result, our future revenues and net income, may be materially reduced, and our future prospects may be materially affected, by a continuous global economic downturn.

An oversupply of dry bulk carrier capacity may lead to reductions in charter rates and our profitability.

The market supply of dry bulk carriers, primarily Capesize and Panamax vessels, has been increasing, and the number of such dry bulk carriers on order is near historic highs. Newly constructed vessels were delivered and are expected to continue in significant numbers starting at the beginning of 2006 through 2009. As of December 2007, newly constructed vessels orders had been placed for an aggregate of more than 60% of the current global dry bulk fleet, with deliveries expected during the next four to five years. An oversupply of dry bulk carrier capacity may result in a reduction of our charter rates. If such a reduction occurs, when our vessels’ current charters expire or terminate, we may only be able to recharter our vessels at reduced or unprofitable rates or we may not be able to charter these vessels at all.

Changes in the economic and political environment in China and policies adopted by the government to regulate its economy may have a material adverse effect on our business, financial condition and results of operations.

The Chinese economy differs from the economies of most countries belonging to the Organization for Economic Cooperation and Development, or OECD, in such respects as structure, government involvement, level of development, growth rate, capital reinvestment, allocation of resources, rate of inflation and balance of payments position. Prior to 1978, the Chinese economy was a planned economy. Since 1978, increasing emphasis has been placed on the utilization of market forces in the development of the Chinese economy. There is an increasing level of freedom and autonomy in areas such as allocation of resources, production, pricing and management and a gradual shift in emphasis to a “market economy” and enterprise reform. Although limited price reforms were undertaken, with the result that prices for certain commodities are principally determined by market forces, many of the reforms are experimental and may be subject to change or abolition. We cannot assure you that the Chinese government will continue to pursue a policy of economic reform. The level of imports to and exports from China could be adversely affected by changes to these economic reforms, as well as by changes in political, economic and social conditions or other relevant policies

of the Chinese government, such as changes in laws, regulations or export and import restrictions, all of which could, adversely affect our business, financial condition and operating results.

An economic slowdown in the Asia Pacific region could have a material adverse effect on our business, financial position and results of operations.

A significant number of the port calls made by our vessels may involve the loading or discharging of raw materials and semi-finished products in ports in the Asia Pacific region. As a result, a negative change in economic conditions in any Asia Pacific country, but particularly in China or India, may have an adverse effect on our future business, financial position and results of operations, as well as our future prospects. In recent years, China has been one of the world’s fastest growing economies in terms of gross domestic product. We cannot assure you that such growth will be sustained or that the Chinese economy will not experience contraction in the future. In particular, in recent months, the demand for dry bulk goods from emerging markets, such as China and India, has significantly declined as growth projections for these nations’ economies have been adjusted downwards. Moreover, any slowdown in the economies of the United States, the European Union or certain Asian countries may adversely effect economic growth in China and elsewhere. Our business, financial position and results of operations, as well as our future prospects, will likely be materially and adversely affected by an economic downturn in any of these countries.

We may become dependent on spot charters in the volatile shipping markets which may have an adverse impact on stable cash flows and revenues.

We may employ one or more of our vessels on spot charters, including when time charters on vessels expire. The spot charter market is highly competitive and rates within this market are subject to volatile fluctuations, while longer-term period time charters provide income at predetermined rates over more extended periods of time. If we decide to spot charter our vessels, there can be no assurance that we will be successful in keeping all our vessels fully employed in these short-term markets or that future spot rates will be sufficient to enable our vessels to be operated profitably. A significant decrease in charter rates could affect the value of our fleet and could adversely affect our profitability and cash flows with the result that our ability to pay debt service to our lenders and dividends to our shareholders could be impaired.

Our operations are subject to seasonal fluctuations, which could affect our operating results and the amount of available cash with which we can pay dividends.

We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, in charter hire rates. This seasonality may result in volatility in our operating results, which could affect the amount of dividends that we pay to our shareholders from period to period. The dry bulk carrier market is typically stronger in the fall and winter months in anticipation of increased consumption of coal and other raw materials in the northern hemisphere during the winter months. In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling and supplies of certain commodities. As a result, revenues of dry bulk carrier operators in general have historically been weaker during the fiscal quarters ended June 30 and September 30, and, conversely, been stronger in fiscal quarters ended December 31 and March 31. This seasonality may materially affect our operating results and cash available for dividends.

We are subject to regulation and liability under environmental laws that could require significant expenditures and affect our cash flows and net income.

Our business and the operation of our vessels are materially affected by government regulation in the form of international conventions, national, state and local laws and regulations in force in the jurisdictions in which our vessels operate, as well as in the country or countries of their registration. Because such conventions, laws, and regulations are often revised, we cannot predict the ultimate cost of complying with such conventions, laws and regulations or the impact thereof on the resale prices or useful lives of our vessels. Additional conventions, laws and regulations may be adopted which could limit our ability to do business or increase the cost of our doing business and which may materially and adversely affect our operations. We are

required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our operations.

The operation of our vessels is affected by the requirements set forth in the United Nations’ International Maritime Organization’s International Management Code for the Safe Operation of Ships and Pollution Prevention, or ISM Code. The ISM Code requires vessel owners, vessel managers and bareboat charterers to develop and maintain an extensive “Safety Management System” that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. The failure of a vessel owner or bareboat charterer to comply with the ISM Code may subject it to increased liability, may invalidate existing insurance or decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports. Each of our vessels is ISM code-certified but we cannot assure that such certificate will be maintained indefinitely.

We maintain, for each of our vessels, pollution liability coverage insurance in the amount of $1 billion per incident. If the damages from a catastrophic incident exceeded our insurance coverage, it could have a material adverse effect on our financial condition and results of operations.

The operation of dry bulk carriers has particular operational risks which could affect our earnings and cash flow.

The operation of certain vessel types, such as dry bulk carriers, has certain particular risks. With a dry bulk carrier, the cargo itself and its interaction with the vessel can be an operational risk. By their nature, dry bulk cargoes are often heavy, dense, easily shifted, and react badly to water exposure. In addition, dry bulk carriers are often subjected to battering treatment during unloading operations with grabs, jackhammers (to pry encrusted cargoes out of the hold) and small bulldozers. This treatment may cause damage to the vessel. Vessels damaged due to treatment during unloading procedures may be more susceptible to breach while at sea. Hull breaches in dry bulk carriers may lead to the flooding of the vessels’ holds. If a dry bulk carrier suffers flooding in its forward holds, the bulk cargo may become so dense and waterlogged that its pressure may buckle the vessel’s bulkheads leading to the loss of a vessel. If we are unable to adequately maintain our vessels, we may be unable to prevent these events. Any of these circumstances or events could result in loss of life, vessel and/or cargo and negatively impact our business, financial condition, results of operations and ability to pay dividends. In addition, the loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator.

If any of our vessels fails to maintain its class certification and/or fails any annual survey, intermediate survey, drydocking or special survey, it could have a material adverse impact on our financial condition and results of operations.

The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the International Convention for the Safety of Life at Sea, or SOLAS. Our vessels are classed with one or more classification societies that are members of the International Association of Classification Societies.

A vessel must undergo annual surveys, intermediate surveys, drydockings and special surveys. In lieu of a special survey, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Our vessels are on special survey cycles for hull inspection and continuous survey cycles for machinery inspection. Every vessel is also required to be drydocked every two to three years for inspection of the underwater parts of such vessels.

Currently, the African Zebra and the Hamburg Max are scheduled to be drydocked in February 2009. The costs of such drydockings are expected to aggregate between $1.9 million and $2.1 million.

If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and

uninsurable. Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations.

Because our seafaring employees are covered by industry-wide collective bargaining agreements, failure of industry groups to renew those agreements may disrupt our operations and adversely affect our earnings.

Our vessel-owning subsidiaries employ a large number of seafarers. All of the seafarers employed on the vessels in our fleet are covered by industry-wide collective bargaining agreements that set basic standards. We cannot assure you that these agreements will prevent labor interruptions. Any labor interruptions could disrupt our operations and harm our financial performance.

Maritime claimants could arrest our vessels, which could interrupt its cash flow.

Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against that vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lien holder may enforce its lien by arresting a vessel through foreclosure proceedings. The arresting or attachment of one or more of our vessels could interrupt our cash flow and require us to pay large sums of funds to have the arrest lifted which would have a material adverse effect on our financial condition and results of operations.

In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel which is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. Claimants could try to assert “sister ship” liability against one of our vessels for claims relating to another of our vessels.

Governments could requisition our vessels during a period of war or emergency, resulting in loss of earnings.

A government could requisition for title or seize our vessels. Requisition for title occurs when a government takes control of a vessel and becomes the owner. Also, a government could requisition our vessels for hire. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Government requisition of one or more of our vessels could have a material adverse effect on our financial condition and results of operations.

Because we operate our vessels worldwide, terrorism and other events outside our control may negatively affect our operations and financial condition.

Because we operate our vessels worldwide, terrorist attacks such as the attacks on the United States on September 11, 2001, the bombings in Spain on March 11, 2004 and in London on July 7, 2005, and the continuing response of the United States to these attacks, as well as the threat of future terrorist attacks, continue to cause uncertainty in the world financial markets and may affect our business, results of operations and financial condition. The continuing conflict in Iraq may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further economic instability in the global financial markets. These uncertainties could also have a material adverse effect on our ability to obtain additional financing on terms acceptable to us or at all. In the past, political conflicts have also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region. Acts of terrorism and piracy have also affected vessels trading in regions such as the South China Sea and off the coast of Somalia. Any of these occurrences could have a material adverse impact on our operating results, revenues and costs.

Terrorist attacks and armed conflicts may also negatively affect our operations and financial condition and directly impact our vessels or our customers. Future terrorist attacks could result in increased volatility of the financial markets in the United States and globally and could result in an economic recession in the United States or the world. Any of these occurrences could have a material adverse impact on our financial condition.

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:


	•	success in retaining or recruiting, or changes required in, our officers, key employees or directors;

	•	securities’ ownership being concentrated;

	•	risks associated with operating in the shipping industry;

	•	risks associated with the availability and terms of credit to us, our charterers and their customers; and

	•	public securities’ limited liquidity and trading, as well as the current lack of a trading market.

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.

CAPITALIZATION OF SEANERGY MARITIME

The following table sets forth the capitalization of Seanergy Maritime as of June 30, 2008:


	•	on an actual basis;

	•	on an as adjusted basis giving effect to:


	—	the drawdown of the revolving credit facility of $54.8 million and the term loan facility of $165 million in connection with the vessel acquisition;

	—	the vessel acquisition and

	—	the redemption of 6,370,773 common shares subject to possible redemption.

There are no significant adjustments to Seanergy Maritime’s capitalization since June 30, 2008, other than those reflected in the “As Adjusted” column below. You should read this capitalization table together with the section entitled, “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Seanergy Maritime and Seanergy,” the Financial Statements of Seanergy Maritime Corp. and related notes, the Combined Financial Statements of Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd., Valdis Marine Corp., Kalistos Maritime S.A., and Kalithea Maritime S.A. and related notes and the Unaudited Pro Forma Condensed Combined Financial Statements and related notes for Seanergy Maritime Corp. and Subsidiary and Restis Family Affiliated Vessels Acquired, all appearing elsewhere in this prospectus. Following the dissolution and liquidation, Seanergy’s capitalization will be identical to Seanergy Maritime’s capitalization.


	As of June 30, 2008
	Actual			As Adjusted
	(In thousands)

Debt:
Unsecured convertible note payable to Restis family	$	—		$	28,250
Long-term revolving financing (secured), including current portion of $18,000		—			54,800
Long-term acquisition financing (secured), including current portion of $30,000		—			165,000

Total debt		—			248,050

Common stock subject to possible redemption		80,850			—

Shareholders’ equity(1):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued
Common stock, $0.0001 par value, authorized — 89,000,000 shares; issued and outstanding — 28,600,000 shares, inclusive of shares subject to possible redemption actual, 22,229,227 shares, as adjusted		3			2
Additional paid-in capital		146,926			165,502
Retained earnings		3,456			3,456
Shareholder distributions		(3,173	)		(3,173	)

Total shareholders’ equity		147,212			165,787

Total capitalization	$	228,062		$	413,837


(1)		As of January 7, 2009, 132,000 of the public warrants, which became exercisable on September 24, 2008, were exercised.

SEANERGY’S BUSINESS

Seanergy was formed under the laws of the Republic of the Marshall Islands on January 4, 2008, as a wholly owned subsidiary of Seanergy Maritime. Seanergy Maritime was formed on August 15, 2006, under the laws of the Republic of the Marshall Islands and has its principal offices located in Athens, Greece. Since the consummation of the business combination, Seanergy has provided global transportation solutions in the dry bulk shipping sector through its vessel-owning subsidiaries for a broad range of dry bulk cargoes, including coal, iron ore, and grains, or major bulks, as well as bauxite, phosphate, fertilizers and steel products, or minor bulks.

Vessel Acquisition

Seanergy is a holding company that owns its vessels through separate wholly owned subsidiaries. On August 26, 2008, shareholders of Seanergy Maritime approved a proposal to acquire six dry bulk carriers from six entity sellers that are controlled by members of the Restis family, including two newly built vessels. This acquisition was made pursuant to the Master Agreement and the several MOAs in which Seanergy agreed to purchase these vessels for an aggregate purchase price of (i) $367,030,750 in cash to the sellers, (ii) $28,250,000 in the form of the Note, which is convertible into 2,260,000 shares of Seanergy’s common stock, issued to the Restis affiliate shareholders as nominees for the sellers, and (iii) up to an aggregate of 4,308,075 shares of common stock of Seanergy (which shares are exchangeable for shares of Seanergy Maritime common stock) issued to the Restis affiliate shareholders as nominees for the sellers, subject to Seanergy meeting an EBITDA target of $72 million to be earned between October 1, 2008 and September 30, 2009. The Restis affiliate shareholders, United Capital Investment Corp., Atrion Shipholding S.A., Plaza Shipholding Corp., and Comet Shipholding Inc., and the sellers are owned and controlled by the following members of the Restis family: Victor Restis, Bella Restis, Katia Restis and Claudia Restis. The Restis affiliate shareholders are four personal investment companies. Each company is controlled by one of these four individuals. Each seller is a single purpose entity organized for the purpose of owning and operating one of the six dry bulk carriers sold pursuant to the terms of the Master Agreement and the individual related MOA. Following the sale of the vessels under the Master Agreement and related MOAs, the sellers have had no further operations. The Restis affiliate shareholders purchased shares of Seanergy Maritime’s common stock from two of Seanergy Maritime’s original founders, Messrs. Panagiotis and Simon Zafet, and serve as nominees of the sellers for purposes of receiving payments under the Note and the shares issuable upon meeting the EBITDA targets described above. The Restis affiliate shareholders do not have any direct participation in Seanergy Maritime’s operations as they are not officers, directors or employees of Seanergy Maritime or Seanergy. Pursuant to the terms of the Voting Agreement, the Restis affiliate shareholders have the right to nominate members to the Board of Directors and to appoint officers as described more fully below.

The Master Agreement also provided that Seanergy Maritime and Seanergy cause their respective officers to resign as officers, other than Messrs. Ploughman and Koutsolioutsos, and the Restis affiliate shareholders have the right to appoint such other officers as they deem appropriate in their discretion. The Master Agreement also required that directors resign and be appointed so as to give effect to the Voting Agreement. Pursuant to the Master Agreement, Seanergy Maritime and Seanergy also established shipping committees of three directors and delegated to them the exclusive authority to consider and vote upon all matters involving shipping and vessel finance, subject to certain limitations. Messrs. Ploughman, Koutsoubelis and Culucundis were appointed to such committees. See “Seanergy’s Business — Shipping Committee”. In addition, in connection with the Master Agreement, Seanergy entered into the Management Agreement and the Brokerage Agreement, whereby Seanergy agreed to outsource the management and commercial brokerage of its fleet to affiliates of the Restis family.

On August 28, 2008, Seanergy completed the acquisition, through its designated nominees, of three of the six dry bulk vessels, which included two 2008 — built Supramax vessels and one Handysize vessel. On that date, Seanergy took delivery of the M/V Davakis G ($88,500,000 purchase price), the M/V Delos Ranger ($83,500,000 purchase price) and the M/V African Oryx ($44,080,000 purchase price). On September 11, 2008, Seanergy completed the acquisition, through its designated nominee, of the fourth vessel, the M/V

Bremen Max ($70,350,000 purchase price), a 1993-built, Panamax vessel. On September 25, 2008, Seanergy completed the acquisition, through its designated nominees, of the final two vessels, the M/V Hamburg Max ($74,350,000 purchase price), a 1994-built, Panamax vessel, and the M/V African Zebra ($34,500,000 purchase price), a 1985-built, Handymax vessel. These purchase prices do not include any amounts that would result from the earn out of the 4,308,075 shares.

Seanergy’s Fleet

Seanergy owns and operates, through its vessel-owning subsidiaries, six dry bulk carriers, including two newly built vessels, that transport a variety of dry bulk commodities. The following table provides summary information about its fleets.

Term of

Daily

Time

Year

Charter

Vessel(1)

Vessel-Owning Subsidiary(2)

Type

Dwt

Built

Party

Hire Rate(3)(4)

African Oryx

Cynthera Navigation Ltd.

Handysize

24,110

1997

1 year

30,000

African Zebra

Waldeck Maritime Co.

Handymax

38,632

1985

1 year

36,000

Bremen Max

Martinique Intl. Corp.

Panamax

73,503

1993

1 year

65,000

Harbour Business Intl.

Hamburg Max

Corp.

Panamax

73,498

1994

1 year

65,000

Davakis G. (ex. Hull No. KA215)

Amazons Management Inc.

Supramax

54,000

2008

1 year

60,000

Delos Ranger (ex. Hull No. KA216)

Lagoon Shipholding Ltd.

Supramax

54,000

2008

1 year

60,000

Total

317,743


(1)		Each vessel is registered in the Bahamas except the M/V Bremen Max and M/V Hamburg Max, which are registered in the Isle of Man.

(2)		These are the vessel-owning subsidiaries that own and operate the vessels.

(3)		Daily time charter rates represent the hire rates that SAMC pays to charter the respective vessels from Seanergy’s vessel-owning subsidiaries.

(4)		All charter hire rates are inclusive of a commission of 1.25% payable to Safbulk, as commercial broker, and 2.5% address commission payable to SAMC, as charterer. Address commission is a commission payable by the ship owner to the charterer, expressed as a percentage of freight or hire. Address commission is a standard commission that most charterers invoke when they enter into a contract with a tonnage supplier. The commission is used by the charterer to defray some of his voyage management costs. In return, the charterers’ agents, which owners are obliged to use, invariably do not charge the owners for their services when handling the owners’ normal husbandry matters.

The global dry bulk carrier fleet is divided into three categories based on a vessel’s carrying capacity. These categories are:


	•	Panamax. Panamax vessels have a carrying capacity of between 60,000 and 100,000 dwt. These vessels are designed to meet the physical restrictions of the Panama Canal locks (hence their name “Panamax” — the largest vessels able to transit the Panama Canal, making them more versatile than larger vessels). These vessels carry coal, grains, and, to a lesser extent, minerals such as bauxite/alumina and phosphate rock. As the availability of capesize vessels has dwindled, panamaxes have also been used to haul iron ore cargoes.

	•	Handymax/Supramax. Handymax vessels have a carrying capacity of between 30,000 and 60,000 dwt. These vessels operate on a large number of geographically dispersed global trade routes, carrying primarily grains and minor bulks. The standard vessels are usually built with 25-30 ton cargo gear, enabling them to discharge cargo where grabs are required (particularly industrial minerals), and to conduct cargo operations in countries and ports with limited infrastructure. This type of vessel offers


		good trading flexibility and can therefore be used in a wide variety of bulk and neobulk trades, such as steel products. Supramax are a sub-category of this category typically having a cargo carrying capacity of between 50,000 and 60,000 dwt.


	•	Handysize. Handysize vessels have a carrying capacity of up to 30,000 dwt. These vessels are almost exclusively carrying minor bulk cargo. Increasingly, vessels of this type operate on regional trading routes, and may serve as trans-shipment feeders for larger vessels. Handysize vessels are well suited for small ports with length and draft restrictions. Their cargo gear enables them to service ports lacking the infrastructure for cargo loading and unloading.

Charter Party Agreements

Pursuant to individual charter party agreements dated May 26, 2008 between SAMC and each of Seanergy’s vessel-owning subsidiaries, Cynthera Navigation Ltd (vessel African Oryx), Waldeck Maritime Co. (vessel African Zebra), Martinique Intl. Corp., (vessel Bremen Max), Harbour Business Intl. Corp. (vessel Hamburg Max), Amazons Management Inc (vessel Davakis G.) and Lagoon Shipholding Ltd (vessel Delos Ranger), all of Seanergy’s vessels are chartered under daily fixed rates from the time of their delivery and for a period of 11-13 months time charter, at the charterer’s option. The daily gross charter rates paid by SAMC are $30,000, 36,000, $65,000, $65,000, $60,000 and $60,000, respectively. All charter rates are inclusive of a commission of 1.25% payable to Safbulk as commercial broker and 2.5% to SAMC as charterer. SAMC sub charters these vessels in the market and takes the risk that the rate it receives is better than the period rate it is paying Seanergy. SAMC, like other operators, manages its tonnage operations through a mix of time period charters (medium to long) and spot charters. It is Seanergy’s understanding that SAMC operates three of the vessels on period charters that are in excess of one year and three vessels on the spot market.

SAMC is an affiliate of the Restis family. It is involved in the chartering of a fleet of 15 vessels, including the Seanergy fleet.

Management of the Fleet

We currently have only four employees, Mr. Dale Ploughman, our chief executive officer, Ms. Christina Anagnostara, our chief financial officer, Mr. Ioannis Tsigkounakis, our secretary, and Ms. Theodora Mitropetrou, our general counsel. 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.

We outsource the management and commercial brokerage of our fleet to companies that are affiliated with members of the Restis family. For example, the commercial brokerage of our fleet has been contracted out to Safbulk and the management of our fleet has been contracted out to EST. Both of these entities are controlled by members of the Restis family.

Brokerage Agreement

Under the terms of the Brokerage Agreement entered into by Safbulk, as exclusive commercial broker, with Seanergy Management, Safbulk provides commercial brokerage services to our subsidiaries, which include, among other things, seeking and negotiating employment for the vessels owned by the vessel-owning subsidiaries in accordance with the instructions of Seanergy Management. Safbulk is entitled to receive a commission of 1.25% calculated on the collected gross hire/freight/demurrage payable when such amounts are collected. The Brokerage Agreement is for a term of two years, and is automatically renewable for consecutive periods of one year, unless either party is provided with three months’ written notice prior to the termination of such period.

A vessel trading in the spot market may be employed under a voyage charter or a time charter of short duration, generally less than three months. A time charter is a contract to charter a vessel for an agreed period of time at a set daily rate. A voyage charter is a contract to carry a specific cargo for a per ton carry amount. Under voyage charters, Seanergy would pay voyage expenses such as port, canal and fuel costs. Under time charters, the charterer would pay these voyage expenses. Under both types of charters, Seanergy would pay for vessel operating expenses, which include crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs. Seanergy would also be responsible for each vessel’s intermediate

drydocking and special survey costs. Alternatively, vessels can be chartered under “bareboat” contracts whereby the charterer is responsible for the vessel’s maintenance and operations, as well as all voyage expenses. Currently, we have employed our vessels for 11 to 13 month time charters.

Vessels operating on time charter provide more predictable cash flows, but can yield lower profit margins, than vessels operating in the spot market during periods characterized by favorable market conditions. Vessels operating in the spot market generate revenues that are less predictable but may enable Seanergy to increase profit margins during periods of increasing dry bulk rates. However, Seanergy would then be exposed to the risk of declining dry bulk rates, which may be higher or lower than the rates at which Seanergy chartered its vessels. Seanergy constantly evaluates opportunities for time charters, but only expects to enter into additional time charters if it can obtain contract terms that satisfy its criteria.

Management Agreement

Under the terms of the Management Agreement entered into by EST, as manager of all vessels owned by Seanergy’s subsidiaries, with Seanergy Management, EST performs certain duties that include general administrative and support services necessary for the operation and employment of all vessels owned by all subsidiaries of Seanergy, including, without limitation, crewing and other technical management, insurance, freight management, accounting related to vessels, provisions, bunkering, operation and, subject to Seanergy’s instructions, sale and purchase of vessels.

Under the terms of the Management Agreement, EST is entitled to receive a daily fee of Euro 416.00 per vessel until December 31, 2008, which fee may thereafter be increased annually by an amount equal to the percentage change during the preceding period in the Harmonised Indices of Consumer Prices All Items for Greece published by Eurostat from time to time. Such fee is payable monthly in advance on the first business day of each following month. Seanergy is currently under negotiations to keep the daily fee of Euro 416 per vessel at the same level for one more year.

Safbulk, EST, SAMC, Waterfront, the sellers of the vessels that Seanergy acquired and the Restis affiliate shareholders are affiliates of members of the Restis family. The Restis family has been engaged in the international shipping industry for more than 40 years, including the ownership and operation of more than 60 vessels in various segments of the shipping industry, including cargo and chartering interests. The separate businesses controlled by members of the Restis family, when taken together, comprise one of the largest independent shipowning and management groups in the dry bulk sector of the shipping industry. Through our separate agreements with affiliates of members of the Restis family in respect of the management and chartering of the vessels in our initial fleet, we believe we benefit from their extensive industry experience and established relationships. We believe that Safbulk has achieved a strong reputation in the international shipping industry for efficiency and reliability that should create new employment opportunities for us with a variety of well known charterers.

Shipping Committee

instead will be considered by our entire board of directors. The shipping committee is comprised of three directors. In accordance with the Voting Agreement, the Master Agreement and the amended and restated by-laws of Seanergy, two of the directors are nominated by the Restis affiliate shareholders and one of the directors is nominated by the founding shareholders of Seanergy Maritime. The initial members of the shipping committee are Messrs. Dale Ploughman and Kostas Koutsoubelis, who are the Restis affiliate shareholders’ nominees, and Mr. Elias M. Culucundis, who is the founding shareholders’ nominee. The Voting Agreement further requires that the directors appoint the selected nominees and that the directors fill any vacancies on the shipping committees with the nominees selected by the party that nominated the person whose resignation or removal caused the vacancy.

Distinguishing Factors and Business Strategy

The international dry bulk shipping industry is highly fragmented and is comprised of approximately 6,300 ocean-going vessels of tonnage size greater than 10,000 dwt which are owned by approximately 1,500 companies. Seanergy competes with other owners of dry bulk carriers, some of which may have a different mix of vessel sizes in their fleet. It has, however, identified the following factors that distinguish it in the dry bulk shipping industry.

Extensive Industry Visibility. Seanergy’s management and directors have extensive shipping and public company experience as well as relationships in the shipping industry and with charterers in the coal, steel and iron ore industries. Seanergy capitalizes on these relationships and contacts to gain market intelligence, source sale and purchase opportunities and identify chartering opportunities with leading charterers in these core commodities industries, many of whom consider the reputation of a vessel owner and operator when entering into time charters.

Established Customer Relationships. Seanergy believes that its directors and management team have established relationships with leading charterers and a number of chartering, sales and purchase brokerage houses around the world. Seanergy believes that its directors and management team have maintained relationships with, and have achieved acceptance by, major national and private industrial users, commodity producers and traders.

Experienced and Dedicated Management Team. Seanergy believes that the members of its management team have developed strong industry relationships with leading charterers, shipbuilders, insurance underwriters, protection and indemnity associations and financial institutions. Additionally, Seanergy’s management team comes equipped with extensive public company experience and with a successful track record of creating shareholder value. All of its officers dedicate the necessary amount of time and effort to fulfill their obligations to Seanergy and its shareholders.

Highly efficient operations. Seanergy believes that its directors’ and executive officers’ long experience in third-party technical management of dry bulk carriers enable Seanergy to maintain cost-efficient operations. Seanergy actively monitors and controls vessel operating expenses while maintaining the high quality of its fleet through regular inspections, comprehensive planned maintenance systems and preventive maintenance programs and by retaining and training qualified crew members.

Balanced Chartering Strategies. All of Seanergy’s vessels are under medium-term charters with terms of eleven to thirteen months and provide for fixed semi-monthly payments in advance. Seanergy believes that these charters will provide it with high fleet utilization and stable revenues. Seanergy may in the future pursue other market opportunities for its vessels to capitalize on favorable market conditions, including entering into short-term time and voyage charters, pool arrangements or bareboat charters.

Focused Fleet Profile. Seanergy focuses on the medium size segments of the dry bulk sector such as Panamax, Handymax/Supramax and Handysize dry bulk carriers. However, it may consider dry bulk carriers of other sizes if the market conditions and other financial considerations make the acquisition of such vessel sizes attractive. Furthermore, Seanergy’s targeted fleet profile enables it to serve its customers in both major and minor bulk trades. Seanergy’s vessels are able to trade worldwide in a multitude of trade routes carrying a wide range of cargoes for a number of industries. Seanergy’s dry bulk carriers can carry coal and iron ore for

energy and steel production as well as grain and steel products, fertilizers, minerals, forest products, ores, bauxite, alumina, cement and other cargoes. Seanergy’s fleet includes sister ships. Operating sister and similar ships provides Seanergy with operational and scheduling flexibility, efficiencies in employee training and lower inventory and maintenance expenses. Seanergy believes that operating sister ships allows it to maintain lower operating costs and streamline its operations.

High Quality Fleet. Seanergy believes that its ability to maintain and increase its customer base depends largely on the quality and performance of its fleet. Seanergy believes that owning a high quality fleet reduces operating costs, improves safety and provides it with a competitive advantage in obtaining employment for its vessels. Seanergy carries out regular inspections and maintenance of its fleet in order to maintain its high quality.

Fleet Growth Potential. Seanergy has the right of first refusal to acquire two additional vessels from affiliates of members of the Restis family on or prior to the second anniversary of the initial closing of the vessel acquisition. Furthermore, Seanergy intends to acquire additional dry bulk carriers or enter into new vessel construction contracts through timely and selective acquisitions of vessels in a manner that it determines would be accretive to cash flow. Seanergy is currently in a period of consolidation as it transitions into an operating company, and it has not identified any expansion opportunities. Accordingly, the timing and terms of any such expansion are uncertain. Seanergy expects to fund acquisitions of additional vessels using amounts borrowed under its credit facility, future borrowings under other agreements as well as with gross proceeds of up to approximately $150,000,000 from the possible exercise of the Warrants or through other sources of debt and equity. However, there can be no assurance that Seanergy will be successful in obtaining future funding or that all of the Warrants will be exercised.

Pay quarterly dividends. Seanergy anticipates paying dividends in the aggregate amount of $1.20 per share on a quarterly basis during the one-year period commencing with the second full quarter following the initial closing of the vessel acquisition. Seanergy Maritime’s founding shareholders and the Restis affiliate shareholders have agreed with Seanergy for such one year period to subordinate their rights to receive dividends with respect to the original 5,500,000 shares owned by them to the rights of Seanergy public shareholders, but only to the extent that Seanergy has insufficient funds to make such dividend payments. The declaration and payment of any dividend is subject to the discretion of Seanergy’s boards of directors. The timing and amount of dividend payments will be in the discretion of Seanergy’s board of directors and be dependent upon its earnings, financial condition, cash requirements and availability, fleet renewal and expansion, restrictions in its loan agreements, the provisions of Marshall Islands law affecting the payment of dividends to shareholders and other factors. Seanergy’s board of directors may review and amend our dividend policy from time to time in light of its plans for future growth and other factors.

Properties

Seanergy leases its executive office space in Athens, Greece pursuant to the terms of a sublease agreement between Seanergy Management and Waterfront S.A., or Waterfront, a company which is beneficially owned by Victor Restis. The sublease fee is approximately EURO 500,000, per annum. The initial term is from November 17, 2008 to November 16, 2011. Seanergy has the option to extend the term until February 2, 2014. The premises are approximately 1,000 square meters in a prime location in the Southern suburbs of Athens. The agreement includes furniture, parking space and building maintenance. Seanergy Management has been granted Ministerial Approval (issued in the Greek Government Gazette) for the establishment of an office in Greece under Greek Law 89/67 as a managing company.

Competition

Seanergy operates in markets that are highly competitive and based primarily on supply and demand. Seanergy competes for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on its reputation. Safbulk negotiates the terms of our charters (whether voyage charters, period time charters, bareboat charters or pools) based on market conditions. Seanergy competes primarily with other owners of dry bulk carriers in the Panamax, Handymax/Supramax and Handysize sectors. Ownership of dry bulk carriers is highly fragmented and is divided among state controlled and independent bulk carrier owners.

Environmental and Other Regulations

Government regulation significantly affects the ownership and operation of Seanergy’s vessels. The vessels are subject to international conventions, national, state and local laws and regulations in force in the countries in which Seanergy’s vessels may operate or are registered.

A variety of governmental and private entities subject Seanergy’s vessels to both scheduled and unscheduled inspections. These entities include the local port authorities (U.S. Coast Guard, harbor master or equivalent), classification societies, flag state administration (country of registry) and charterers. Certain of these entities require Seanergy to obtain permits, licenses and certificates for the operation of its vessels. Failure to maintain necessary permits or approvals could cause Seanergy to incur substantial costs or temporarily suspend operation of one or more of its vessels.

Seanergy believes that the heightened level of environmental and quality concerns among insurance underwriters, regulators and charterers is leading to greater inspection and safety requirements on all vessels and may accelerate the scrapping of older vessels throughout the dry bulk shipping industry. Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards. Seanergy is required to maintain operating standards for all of its vessels that emphasize operational safety, quality maintenance, continuous training of its officers and crews and compliance with United States and international regulations. Seanergy believes that the operation of its vessels is in substantial compliance with applicable environmental laws and regulations applicable to Seanergy.

International Maritime Organization

The IMO has negotiated international conventions that impose liability for oil pollution in international waters and in each signatory’s territorial waters. In September 1997, the IMO adopted Annex VI to the International Convention for the Prevention of Pollution from Ships to address air pollution from ships. Annex VI was ratified in May 2004, and became effective in May 2005. Annex VI set limits on sulfur oxide and nitrogen oxide emissions from ship exhausts and prohibits deliberate emissions of ozone depleting substances, such as chlorofluorocarbons. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions. Seanergy’s fleet has conformed to the Annex VI regulations. In February 2007, the United States proposed a series of amendments to Annex VI regarding particulate matter, NOx and SOx emission standards. The proposed emission program would reduce air pollution from ships by establishing a new tier of performance-based standards for diesel engines on all vessels and stringent emission requirements for ships that operate in coastal areas with air-quality problems. On June 28, 2007, the World Shipping Council announced its support for these amendments. If these amendments are formally adopted and implemented, Seanergy may incur costs to comply with the proposed standards. Additional or new conventions, laws and regulations may also be adopted that could adversely affect Seanergy’s ability to operate its vessels.

The operation of Seanergy’s vessels is also affected by the requirements set forth in the ISM Code. The ISM Code requires shipowners and bareboat charterers to develop and maintain an extensive “Safety Management System” that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. The failure of a shipowner or management company to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels, and may result in a denial of access to, or detention in, certain ports. Each of Seanergy’s vessels is ISM Code-certified. However, there can be no assurance that such certification will be maintained indefinitely.

The United States Oil Pollution Act of 1990

The United States Oil Pollution Act of 1990, or OPA, established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. OPA affects all owners and operators whose vessels trade in the United States, its territories and possessions or whose vessels operate in United States waters, which includes the United States’ territorial sea and its 200 nautical mile exclusive economic zone.

Under OPA, vessel owners, operators, charterers and management companies are “responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel).

OPA previously limited the liability of responsible parties for dry bulk vessels to the greater of $600 per gross ton or $0.5 million (subject to possible adjustment for inflation). Amendments to OPA signed into law in July 2006 increased these limits on the liability of responsible parties for dry bulk vessels to the greater of $950 per gross ton or $0.8 million. These limits of liability do not apply if an incident was directly caused by violation of applicable United States federal safety, construction or operating regulations or by a responsible party’s gross negligence or willful misconduct, or if the responsible party fails or refuses to report the incident or to cooperate and assist in connection with oil removal activities.

Seanergy maintains pollution liability coverage insurance for each of its vessels in the amount of $1 billion per incident. If the damages from a catastrophic pollution liability incident exceed its insurance coverage, it could have a material adverse effect on Seanergy’s financial condition and results of operations.

OPA requires owners and operators of vessels to establish and maintain with the U.S. Coast Guard evidence of financial responsibility sufficient to meet their potential liabilities under the OPA. In December 1994, the Coast Guard implemented regulations requiring evidence of financial responsibility in the amount of $900 per gross ton, which includes the OPA limitation on liability of $600 per gross ton and the U.S. Comprehensive Environmental Response, Compensation, and Liability Act liability limit of $300 per gross ton. Under the regulations, vessel owners and operators may evidence their financial responsibility by showing proof of insurance, surety bond, self-insurance, or guaranty. The U.S. Coast Guard recently proposed amendments to its financial responsibility regulations that would increase the required amount of evidence of financial responsibility to reflect the higher limits on liability imposed by the 2006 amendments to OPA, as described above.

OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, and some states have enacted legislation providing for unlimited liability for oil spills. In some cases, states that have enacted such legislation have not yet issued implementing regulations defining vessels owners’ responsibilities under these laws. Seanergy complies with all applicable state regulations in the ports where its vessels call.

The United States Clean Water Act

The U.S. Clean Water Act, or CWA, prohibits the discharge of oil or hazardous substances in navigable waters and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under the more recent OPA and CERCLA.

Currently, under U.S. Environmental Protection Agency, or EPA, regulations that have been in place since 1978, vessels are exempt from the requirement to obtain CWA permits for the discharge in U.S. ports of ballast water and other substances incidental to their normal operation. However, on March 30, 2005, the United States District Court for the Northern District of California ruled in Northwest Environmental Advocate v. EPA, 2005 U.S. Dist. LEXIS 5373, that the EPA exceeded its authority in creating an exemption for ballast water. On September 18, 2006, the court issued an order invalidating the blanket exemption in the EPA’s regulations for all discharges incidental to the normal operation of a vessel as of September 30, 2008, and directing the EPA to develop a system for regulating all discharges from vessels by that date. Under the court’s ruling, owners and operators of vessels visiting U.S. ports would be required to comply with any CWA permitting program to be developed by the EPA or face penalties. Although the EPA has appealed this decision to the Ninth Circuit Court of Appeals, the outcome of this litigation cannot be predicted. If the District Court’s order is ultimately upheld, Seanergy will incur certain costs to obtain CWA permits for its vessels and meet any treatment requirements.

Other Environmental Initiatives

The European Union is considering legislation that will affect the operation of vessels and the liability of owners for oil pollution. It is difficult to predict what legislation, if any, may be promulgated by the European Union or any other country or authority. In 2005, the European Union adopted a directive on ship-source pollution, imposing criminal sanctions for intentional, reckless or negligent pollution discharges by ships. The directive could result in criminal liability for pollution from vessels in waters of European countries that adopt implementing legislation. Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims.

Although the United States is not a party thereto, many countries have ratified and currently follow the liability plan adopted by the IMO and set out in the International Convention on Civil Liability for Oil Pollution Damage of 1969, or the 1969 Convention. Under this convention, and depending on whether the country in which the damage results is a party to the 1992 Protocol to the International Convention on Civil Liability for Oil Pollution Damage, a vessel’s registered owner is strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain complete defenses. The limits on liability outlined in the 1992 Protocol use the International Monetary Fund currency unit of Special Drawing Rights, or SDR. Under an amendment to the 1992 Protocol that became effective in November 2003, for vessels of 5,000 to 140,000 gross tons, liability is limited to approximately 4.51 million SDR plus 631 SDR for each additional gross ton over 5,000. For vessels of over 140,000 gross tons, liability is limited to 89.77 million SDR. The exchange rate between SDRs and U.S. dollars was 0.615181 SDR per U.S. dollar on April 29, 2008. Under the 1969 Convention, the right to limit liability is forfeited where the spill is caused by the owner’s actual fault; under the 1992 Protocol, a shipowner cannot limit liability where the spill is caused by the owner’s intentional or reckless conduct. Vessels trading in jurisdictions that are parties to these conventions must provide evidence of insurance covering the liability of the owner. In jurisdictions where the 1969 Convention has not been adopted, including the United States, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or in a manner similar to that convention. Seanergy believes that its protection and indemnity insurance will cover the liability under the plan adopted by the IMO.

The U.S. National Invasive Species Act, or NISA, was enacted in 1996 in response to growing reports of harmful organisms being released into U.S. ports through ballast water taken on by ships in foreign ports. The U.S. Coast Guard adopted regulations under NISA, which became effective in August 2004, that impose mandatory ballast water management practices for all vessels equipped with ballast water tanks entering U.S. waters. These requirements can be met by performing mid-ocean ballast exchange, which is the exchange of ballast water on the waters beyond the exclusive economic zone from an area more than 200 miles from any shore, by retaining ballast water on board the ship, or by using environmentally sound alternative ballast water management methods approved by the U.S. Coast Guard. (However, mid-ocean ballast exchange is mandatory for ships heading to the Great Lakes or Hudson Bay, or vessels engaged in the foreign export of Alaskan North Slope crude oil.) Mid-ocean ballast exchange is the primary method for compliance with the U.S. Coast Guard regulations, since holding ballast water can prevent ships from performing cargo operations upon arrival in the United States, and alternative methods are still under development. Vessels that are unable to conduct mid-ocean ballast exchange due to voyage or safety concerns may discharge minimum amounts of ballast water (in areas other than the Great Lakes and the Hudson River), provided that they comply with recordkeeping requirements and document the reasons they could not follow the required ballast water management requirements. The U.S. Coast Guard is developing a proposal to establish ballast water discharge standards, which could set maximum acceptable discharge limits for various invasive species, and/or lead to requirements for active treatment of ballast water. A number of bills relating to regulation of ballast water management have been recently introduced in the U.S. Congress, but it is difficult to predict which, if any, will be enacted into law.

The IMO adopted an International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or the BWM Convention, in February 2004. The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements (beginning in 2009), to be replaced in time with mandatory concentration limits. The BWM Convention will not be in force until 12 months after it has been adopted by 30 countries, the combined merchant fleets of which represent not less

than 35% of the gross tonnage of the world’s merchant shipping. As of March 31, 2008, the BWM Convention had been adopted by 13 states, representing 3.6% of world tonnage.

Vessel Security Regulations

Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives by United States authorities intended to enhance vessel security. On November 25, 2002, the Maritime Transportation Security Act of 2002, or MTSA, came into effect. To implement certain portions of the MTSA, in July 2003, the U.S. Coast Guard issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States. Similarly, in December 2002, amendments to the SOLAS, created a new chapter of the convention dealing specifically with maritime security. The new chapter went into effect in July 2004, and imposes various detailed security obligations on vessels and port authorities, most of which are contained in the newly created International Ship and Port Facility Security Code, or ISPS Code. Among the various requirements are:


	•	on-board installation of automatic information systems to enhance vessel-to-vessel and vessel-to-shore communications;

	•	on-board installation of ship security alert systems;

	•	the development of vessel security plans; and

	•	compliance with flag state security certification requirements.

The U.S. Coast Guard regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures provided such vessels have on board, by July 1, 2004, a valid International Ship Security Certificate that attests to the vessel’s compliance with SOLAS security requirements and the ISPS Code. Seanergy’s vessels are in compliance with the various security measures addressed by the MTSA, SOLAS and the ISPS Code. Seanergy does not believe these additional requirements will have a material financial impact on its operations.

Inspection by Classification Societies

The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the SOLAS. Seanergy’s vessels are classed with a classification society that is a member of the International Association of Classification Societies.

A vessel must undergo annual surveys, intermediate surveys, drydockings and special surveys. In lieu of a special survey, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Seanergy’s vessels are on special survey cycles for hull inspection and continuous survey cycles for machinery inspection. Every vessel is also required to be drydocked every two to three years for inspection of the underwater parts of such vessel. The following table sets forth information regarding the next scheduled drydock for the existing vessels in the fleet and the estimated cost for each next scheduled drydock.


Vessel	Next Schedule Drydock	Estimated Cost

African Oryx	October 2010	To be determined (TBD)
African Zebra	February 2009	$800,000 – $900,000
Bremen Max	May 2011	TBD
Hamburg Max	February 2009	$1,100,000 – $1,200,000
Davakis G. (ex. Hull No. KA215)]	May 2011	TBD
Delos Ranger (ex. Hull No. KA216)]	August 2011	TBD

uninsurable. Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on Seanergy’s financial condition and results of operations.

At an owner’s application, the surveys required for class renewal may be split according to an agreed schedule to extend over the entire period of class. This process is referred to as continuous class renewal.

All areas subject to survey as defined by the classification society are required to be surveyed at least once per class period, unless shorter intervals between surveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years.

Most insurance underwriters make it a condition for insurance coverage and lending that a vessel be certified as “in class” by a classification society which is a member of the International Association of Classification Societies. Seanergy’s vessels are certified as being “in class” by classification societies that are members of the International Association of Classification Societies.

Risk of Loss and Liability Insurance

General

The operation of any cargo vessel includes risks such as mechanical failure, physical damage, collision, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which imposes virtually unlimited liability upon owners, operators and demise charterers of any vessel trading in the United States exclusive economic zone for certain oil pollution accidents in the United States, has made liability insurance more expensive for ship owners and operators trading in the United States market. While Seanergy believes that its insurance coverage is adequate, not all risks can be insured, and there can be no guarantee that any specific claim will be paid, or that it will always be able to obtain adequate insurance coverage at reasonable rates.

Hull and Machinery Insurance

Seanergy maintains marine hull and machinery and war risk insurance, which includes the risk of actual or constructive total loss, for all of its vessels. The vessels are covered up to at least fair market value, with deductibles in amounts of approximately $100,000 to $125,000.

Seanergy arranges, as necessary, increased value insurance for its vessels. With the increased value insurance, in case of total loss of the vessel, Seanergy will be able to recover the sum insured under the increased value policy in addition to the sum insured under the hull and machinery policy. Increased value insurance also covers excess liabilities which are not recoverable in full by the hull and machinery policies by reason of under insurance. Seanergy expects to maintains delay cover insurance for certain of its vessels. Delay cover insurance covers business interruptions that result in the loss of use of a vessel.

Protection and Indemnity Insurance

Protection and indemnity insurance is provided by mutual protection and indemnity associations, or P&I Associations, which cover Seanergy’s third-party liabilities in connection with its shipping activities. This includes third-party liability and other related expenses of injury or death of crew, passengers and other third parties, loss or damage to cargo, claims arising from collisions with other vessels, damage to other third-party property, pollution arising from oil or other substances, and salvage, towing and other related costs, including wreck removal. Protection and indemnity insurance is a form of mutual indemnity insurance, extended by protection and indemnity mutual associations.

Seanergy’s protection and indemnity insurance coverage for pollution is $1.0 billion per vessel per incident. The 13 P&I Associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. Each of Seanergy’s vessels entered with P&I Associations of the International Group. Under the International Group reinsurance program, each P&I club in the International Group is responsible for the first $7.0 million of every claim. In every claim the amount in excess of $7.0 million and up to $50.0 million is shared by the clubs under a pooling agreement. In every claim the amount in excess of $50.0 million is

reinsured by the International Group under the general excess of loss reinsurance contract. This policy currently provides an additional $3.0 billion of coverage. Claims which exceed this amount are pooled by way of “overspill” calls. As a member of a P&I Association, which is a member of the International Group, Seanergy is subject to calls payable to the associations based on its claim records as well as the claim records of all other members of the individual associations, and members of the pool of P&I Associations comprising the International Group. The P&I Associations’ policy year commences on February 20th. Calls are levied by means of estimated total costs, or ETC, and the amount of the final installment of the ETC varies according to the actual total premium ultimately required by the club for a particular policy year. Members have a liability to pay supplementary calls which might be levied by the board of directors of the club if the ETC is insufficient to cover amounts paid out by the club.

Legal Proceedings

Seanergy is not currently a party to any material lawsuit that, if adversely determined, would have a material adverse effect on its financial position, results of operations or liquidity.

Exchange Controls

Under Marshall Islands law, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of dividends, interest or other payments to non-resident holders of Seanergy’s shares.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS FOR SEANERGY MARITIME AND SEANERGY

You should read the following discussion and analysis of Seanergy Maritime’s consolidated financial condition and results of operations together with Seanergy Maritime’s consolidated financial statements and notes thereto that appear elsewhere in this prospectus. Seanergy Maritime’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements.

The historical consolidated financial results of Seanergy Maritime described below are presented in United States dollars.

Overview

Seanergy Maritime was formed on August 15, 2006 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. Its initial business combination must be with a target business or businesses whose fair market value is at least equal to 80% of the amount in the Trust Account (excluding any funds held for the benefit of the underwriters and Maxim Group LLC) at the time of such acquisition.

Recent Developments

Approval of the proposed acquisition required that a majority of the votes cast at the shareholders’ meeting be cast in favor of the proposed acquisition and that holders of fewer than 35% of Seanergy Maritime’s shares of common stock issued in the initial public offering (8,084,999 shares) voted against the proposed acquisition. On August, 26, 2008, shareholders of Seanergy Maritime approved the proposed acquisition, with holders of 6,514,175 shares voting against the proposed acquisition. Of the shareholders voting against the proposed acquisition, holders of 6,370,773 shares properly demanded redemption of their shares and were paid $63,707,730, or $10.00 per share, which included a forfeited portion of the deferred underwriter’s contingent fee.

On August 28, 2008, Seanergy completed the acquisition, through its designated nominee companies (which are wholly owned subsidiaries), of three of the six dry bulk vessels, including two Supramax vessels and one Handysize vessel. On that date, Seanergy took delivery of the 2008-built M/V Davakis G (54,000 dwt), the 2008-built M/V Delos Ranger (54,000 dwt), and the 1997-built M/V African Oryx (24,110 dwt). Each of these vessels is chartered for 11-13 months to SAMC, an affiliate of the Restis family, at charter rates of $60,000, $60,000 and $30,000 per day, respectively. On September 11, 2008, Seanergy completed the acquisition, through its designated nominee company, of a fourth vessel, the M/V Bremen Max (73,503 dwt), a 1993-built, Panamax vessel, chartered at the rate of $65,000 per day to SAMC for 11-13 months. On September 25, 2008, Seanergy completed the acquisition, through its designated nominee companies, of the final two vessels, the M/V Hamburg Max (73,498 dwt), a 1994-built, Panamax vessel, and the M/V African Zebra (38,632 dwt), a 1985-built, Handymax vessel. The M/V Hamburg Max and the M/V African Zebra are chartered at rates of $65,000 and $36,000 per day, respectively, to SAMC for 11-13 months. Seanergy has completed all of the acquisitions contemplated by the definitive agreements dated May 20, 2008.

11-13 months, at the charterer’s option. SAMC pays daily time charter rates to charter Seanergy’s fleet. All charter rates are inclusive of a commission of 1.25% payable to Safbulk as commercial broker and 2.5% to SAMC as charterer. Seanergy’s current time charter coverage is very favorable to Seanergy.

The acquisition of the vessels was completed with funds from Seanergy Maritime’s Trust Account and with financing provided by Marfin Bank S.A. of Greece. Pursuant to a financing agreement dated August 28, 2008, Seanergy’s vessel owning subsidiaries, as borrowers, are permitted to borrow, with Seanergy Maritime and Seanergy acting as guarantors, a maximum of $255,000,000 in connection with the purchase of the vessels, subject to how many public shareholders exercised their redemption rights. Seanergy is required to dedicate a portion of its cash flow from operations to pay the principal and interest on such debt, which limits the funds that would otherwise be available for working capital expenditures and other purposes, including the payment of dividends. The credit facilities consists of a term loan facility in the amount of $165,000,000 to fund 45% of the cash portion of the purchase price of the vessel acquisition and a revolving credit facility of up to $90,000,000 for investment and working capital purposes, including the payments to the redeeming public shareholders upon exercise of their redemption rights. The term loan was made available in tranches to assist the six designated nominee companies to acquire the six vessels. The term loan is to be repaid over a period of seven years commencing upon delivery of the last vessel. The amount available for draw down under the revolving facility is tied to the market values of the vessels. The revolving facility will be gradually reduced each year and will be fully repaid together with the term loan. Both the term loan and revolving facility are secured by mortgages over the vessels and other usual security interests, including charter assignments. The obligations of the nominee companies have been guaranteed by Seanergy Maritime and Seanergy. The draw down to date of the revolving credit facility amounts to $54.8 million and $165 million for the term loan facility.

Despite the recent economic crisis, Seanergy is currently able to meet its working capital needs and debt obligations. Seanergy has a short-term solid and secured cash flow and is currently well positioned to endure the current down turn in charter rates. The current plunge in charter rates may not affect Seanergy as it has the charters locked in for an 11-13 month period and, therefore, Seanergy has secured approximately $110 million of revenues, net of commissions payable to Safbulk and SAMC (as mentioned above), for the period. Therefore, Seanergy has covered 100% of its fleet for the period up to September 2009. When the current term ends, Seanergy could renew the charters with SAMC at the prevailing market rate at that time. Although Seanergy has not currently done so, it intends to charter its vessels to a broader charter base for the 2009 — 2010 period. However, if the current market conditions persist after the fourth quarter of 2009, Seanergy will have to make use of its cash flows not committed with the repayment of the term loan and revolving facility mentioned above to meet its financial obligations and put its expansion plans on hold, unless new capital is raised from the capital markets, in the form of rights offerings or private placements and the warrants are exercised in which case it will use capital generated from the capital markets and the warrants for expansion purposes. We make no assurances that funds will be raised through capital markets or that the warrants will be exercised, or if exercised, over the quantity which will be exercised or in the period in which they will be exercised. Furthermore, Seanergy’s revolving credit facility is tied to the market value of the vessels and not to the prevailing (spot) market rates. For example, Seanergy may need to seek permission from its lenders in order to make further use of its revolving credit facility, depending on the aggregate market value of vessels.

Recent Accounting Pronouncements

In December 2007, Financial Accounting Standards Board (the “FASB”) issued SFAS No. 141(R), “Business Combinations” (“SFAS No. 141(R)”), which requires an acquirer to recognize in its financial statements as of the acquisition date (i) the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, measured at their fair values on the acquisition date, and (ii) goodwill as the excess of the consideration transferred plus the fair value of any noncontrolling interest in the acquiree at the acquisition date over the fair values of the identifiable net assets acquired. Acquisition-related costs, which are the costs an acquirer incurs to effect a business combination, will be accounted for as expenses in the periods in which the costs are incurred and the services are received, except that costs to issue debt or equity securities will be recognized in accordance with other applicable U.S. generally accepted accounting principals (“GAAP”) SFAS No. 141(R) makes significant amendments to other Statements and other authoritative guidance to provide additional guidance or to conform the guidance in that literature to that

provided in SFAS No. 141(R). SFAS No. 141(R) also provides guidance as to what information is to be disclosed to enable users of financial statements to evaluate the nature and financial effects of a business combination. SFAS No. 141(R) is effective for financial statements issued for fiscal years beginning on or after December 15, 2008. Early adoption is prohibited. The adoption of SFAS No. 141(R) will affect how Seanergy accounts for a business combination concluded after December 31, 2008.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (“SFAS No. 160”), which requires that ownership interests in subsidiaries held by parties other than the parent, and the amount of consolidated net income, be clearly identified, labeled and presented in the consolidated financial statements. SFAS No. 160 also requires that once a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value. Sufficient disclosures are required to clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 amends FASB No. 128 to provide that the calculation of earnings per share amounts in the consolidated financial statements will continue to be based on the amounts attributable to the parent. SFAS No. 160 is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008, and requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. All other requirements are applied prospectively. Early adoption is prohibited. Seanergy Maritime does not currently anticipate that the adoption of SFAS No. 160 will have any impact on its financial statement presentation or disclosures.

In February 2008, the FASB issued FASB Staff Position (the “FSP”) FAS 157-2, “Effective Date of FASB Statement No. 157”, which delays the effective date of SFAS No. 157 for non-financial assets and non-financial liabilities that are not remeasured at fair value on a recurring basis (at least annually) until fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. Seanergy Maritime is currently assessing the impacts of adopting SFAS No. 157 for non-financial assets and non-financial liabilities on its financial statement presentation or disclosures.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133” (“SFAS No. 161”). SFAS No. 161 amends and expands the disclosure requirements of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”). The objective of SFAS No. 161 is to provide users of financial statements with an enhanced understanding of how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. SFAS No. 161 applies to all derivative financial instruments, including bifurcated derivative instruments (and nonderivative instruments that are designed and qualify as hedging instruments pursuant to paragraphs 37 and 42 of SFAS No. 133) and related hedged items accounted for under SFAS No. 133 and its related interpretations. SFAS No. 161 also amends certain provisions of SFAS No. 131. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. SFAS No. 161 encourages, but does not require, comparative disclosures for earlier periods at initial adoption. Seanergy Maritime is currently assessing whether the adoption of SFAS No. 161 will have any impact on its financial statement presentation or disclosures.

In June 2008, the FASB ratified Emerging Issues Task Force (“EITF”) 07-5, “Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock” (“EITF 07-5”). EITF 07-5 addresses the determination of whether a financial instrument (or an embedded feature) is indexed to an entity’s own stock. EITF 07-5 is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Seanergy Maritime is currently assessing the impacts of adopting EITF 07-5 on its financial statement presentation or disclosures.

Adoption of New Accounting Policies

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”), which establishes a formal framework for measuring fair value under GAAP. SFAS No. 157 defines and codifies the many definitions of fair value included among various other authoritative literature, clarifies and, in some instances, expands on the guidance for implementing fair value measurements, and increases the level of disclosure required for fair value measurements. SFAS No. 157 applies to all other accounting pronouncements requiring or permitting fair value measurements, except for: SFAS No. 123R, share-based payment and related pronouncements, the practicability exceptions to fair value determinations allowed by various other authoritative pronouncements, and SFAS No. 13, Accounting for Leases, and other accounting pronouncements that address fair value measurements for purposes of lease classification or measurement under SFAS No. 13. The scope exception of SFAS No. 13 does not apply to assets acquired and liabilities assumed in a business combination that are required to be measured at fair value under Statement 141 or Statement 141(R), regardless of whether those assets and liabilities are related to leases. Seanergy Maritime adopted SFAS No. 157 on January 1, 2008.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”), which provides companies with an option to report selected financial assets and liabilities at fair value. SFAS No. 159’s objective is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. Generally accepted accounting principles have required different measurement attributes for different assets and liabilities that can create artificial volatility in earnings. SFAS No. 159 helps to mitigate this type of accounting-induced volatility by enabling companies to report related assets and liabilities at fair value, which would likely reduce the need for companies to comply with detailed rules for hedge accounting. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 requires companies to provide additional information that will help investors and other users of financial statements to more easily understand the effect of Seanergy Maritime’s choice to use fair value on its earnings. SFAS No. 159 also requires companies to display the fair value of those assets and liabilities for which Seanergy Maritime has chosen to use fair value on the face of the balance sheet. SFAS No. 159 does not eliminate disclosure requirements included in other accounting standards, including requirements for disclosures about fair value measurements included in SFAS No. 157 and SFAS No. 107. Seanergy Maritime adopted SFAS No. 159 on January 1, 2008.

In May 2008, the FASB issued “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 162”). SFAS No. 162 identifies the sources of generally accepted accounting principles and provides a framework, or hierarchy, for selecting the principles to be used in preparing U.S. GAAP financial statements for nongovernmental entities. Seanergy Maritime adopted SFAS No. 162 on November 15, 2008, the effective date of this pronouncement.

The adoption of SFAS No. 157 and SFAS No. 159 on January 1, 2008 and SFAS No. 162 on November 15, 2008 did not have any effect on Seanergy Maritime’s financial statement presentation or disclosures.

Critical Accounting Policies and Estimates

Seanergy Maritime has prepared the consolidated financial statements in accordance with GAAP. The preparation of these consolidated financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of expenses during the reporting period. Seanergy Maritime’s management periodically evaluates the estimates and judgments made. Seanergy Maritime’s management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions.

The following critical accounting policies affect the more significant judgments and estimates used in the preparation of Seanergy Maritime’s consolidated financial statements.

Income Taxes

Seanergy Maritime accounts for income taxes pursuant to SFAS No. 109, “Accounting for Income Taxes” (“SFAS No. 109”), which establishes financial accounting and reporting standards for the effects of income taxes that result from an enterprise’s activities during the current and preceding years. SFAS No. 109 requires an asset and liability approach for financial accounting and reporting for income taxes. For U.S. federal income tax purposes, Seanergy Maritime has elected to be classified as a partnership effective January 1, 2007. Seanergy Maritime makes quarterly distributions of interest income earned on the trust account to its public shareholders on a pro rata basis. Substantially all of the funds in the trust account are invested in tax exempt money market accounts that generate income which is generally exempt from United States federal income tax.

Results of Operations

Seanergy Maritime completed its initial public offering on September 28, 2007. Accordingly, during the six months ended June 30, 2007, Seanergy Maritime focused on capital raising efforts and had nominal operations during such periods.

Six Months ended June 30, 2008 as compared to Six Months ended June 30, 2007

Seanergy Maritime had net income of $2,015,352 for the six months ended June 30, 2008, as compared to a net loss of $3,499 for the six months ended June 30, 2007. Net income for the six months ended June 30, 2008 of $2,015,352 consisted of $2,612,060 of interest income, offset by $596,708 of operating expenses. The net loss for the six months ended June 30, 2007 of $3,499 consisted of interest income of $5,989, offset by operating expenses of $675 and interest expense-shareholder of $8,813.

For the six months ended June 30, 2008, Seanergy Maritime operating expenses of $596,708, as compared to $675 for the six months ended June 30, 2007. Operating expenses for the six months ended June 30, 2008 consisted of consulting and professional fees of $466,951, rent and office services of $36,672, insurance costs of $45,000, investor relations of $25,502, and other operating expenses of $22,583.

Period from August 15, 2006 (Inception) through June 30, 2008

Seanergy Maritime had net income of $3,456,230 for the period from August 15, 2006 (inception) through June 30, 2008. Net income consisted of $4,516,638 in interest income, offset by $1,046,322 of operating expenses and $14,086 of interest expense.

For the period from August 15, 2006 (inception) through June 30, 2008, Seanergy Maritime incurred operating expenses of $1,046,322, which consisted of consulting and professional fees of $824,902, rent and office services of $59,172, insurance costs of $69,998, investor relations of $58,468, and other operating expenses of $36,735, offset by a foreign exchange adjustment of $2,953.

Year Ended December 31, 2007 and the period from August 15, 2006 (Inception) to December 31, 2006

For the year ended December 31, 2007, we had a net income of $1,445,250. The net income consisted of $1,948,192 of interest income offset by operating expenses of $445,039 and interest expenses of $57,903 ($44,642 related to the underwriter and $13,261 related to shareholders). Operating expenses of $445,039 consisted of consulting and professional fees of $356,951, rent and office services expense of $22,500, insurance expense of $24,998, investor relations expense of $32,966, and other operating costs of $7,624.

For the period from August 15, 2006 (Inception) to December 31, 2006, we had a net loss of $4,372. The net loss consisted of $1,028 of interest income offset by interest expense of $824, accounting fees of $1,000, organization expenses of $3,450 and other operating expenses of $126.

Liquidity and Capital Resources

On September 28, 2007, and prior to the consummation of the initial public offering described above, all of Seanergy Maritime’s executive officers purchased from Seanergy Maritime an aggregate of 16,016,667 warrants at $0.90 per warrant in a private placement in accordance with Regulation S under the Securities Act of 1933, as amended (the “Private Placement”). On September 28, 2007, Seanergy Maritime consummated its initial public offering of 23,100,000 units, which included 1,100,000 units exercised as part of the underwriters’ over-allotment option. Each unit in the initial public offering consisted of one share of common stock and

one redeemable common stock purchase warrant. Each warrant entitles the holder to purchase from Seanergy Maritime one share of its common stock at an exercise price of $6.50.

On September 28, 2007, the closing date of Seanergy Maritime’s public offering, $231,000,000, or 100% of the proceeds of the initial public offering, including $5,362,500 of contingent underwriting compensation payable to Maxim Group LLC upon the consummation of a business combination, but which would be forfeited in part if the public shareholders had elected to have their shares redeemed for cash and in full if a business combination was not consummated, was placed in a trust account at Deutsche Bank Trust Company maintained by Continental Stock Transfer & Trust Company, New York, New York, as trustee. On May 16, 2008, Seanergy Maritime instructed Continental Stock Transfer & Trust Company to establish a new trust account at HSBC Bank Plc., the London affiliate of HSBC Bank, and to transfer the funds in Seanergy Maritime’s trust account from Deutsche Bank Trust Company Americas to the new HSBC trust account in London, England. In connection therewith, on May 19, 2008, Seanergy Maritime determined that it fell under the definition of a “Foreign Private Issuer” as defined under the Securities Exchange Act of 1934, as amended.

Until the completion of a business combination, Seanergy Maritime was required to make distributions to its public shareholders on a quarterly basis, equivalent to the interest earned on the funds in the Trust Account, subject to certain permitted adjustments. On January 15, 2008, Seanergy Maritime paid its first quarterly distribution of $1,630,791, or $0.0706 per share. On April 15, 2008, Seanergy Maritime paid its regular quarterly distribution for the three months ended March 31, 2008, in the amount of $1,542,349, or $0.0668 per share. On July 15, 2008, Seanergy Maritime paid its regular quarterly distribution for the three months ended June 30, 2008, in the amount of $1,080,934, or $0.0468 per share.

On May 20, 2008, Seanergy Maritime entered into definitive agreements pursuant to which Seanergy would purchase, for an aggregate purchase price of (i) $367,030,750 in cash, (ii) $28,250,000 in the form of a convertible promissory note, and (iii) up to 4,308,075 shares of Seanergy common stock (subject to Seanergy meeting certain EBITDA thresholds post-closing), six dry bulk vessels from companies associated with members of the Restis family, including four second hand vessels and two newly built vessels. We believe the earnout can be achieved with the current charters provided that the ships have a utilization rate of more than 90% (no down time due to breakdowns and no slow steaming due to poor maintenance) and assuming that the operating expenses reflect the expected budgeted amounts.

The acquisition of the vessels was completed with funds from Seanergy Maritime’s Trust Account and with financing provided by Marfin Bank S.A. of Greece. Pursuant to a financing agreement dated August 28, 2008, Seanergy’s vessel owning subsidiaries, as borrowers, were permitted to borrow, with Seanergy Maritime and Seanergy acting as guarantors, a maximum of $255 million in connection with the purchase of the vessels, subject to how many public shareholders exercised their redemption rights. The draw down to date of the revolving credit facility amounts to $54.8 million and $165 million for the term loan facility. The total drawn down to date amounts to $219.8 million. Seanergy is required to dedicate a portion of its cash flow from operations to pay the principal and interest on such debt, which limits the funds that would otherwise be available for working capital expenditures and other purposes, including the payment of dividends. The acquisition was completed with funds from the Seanergy Maritime Trust Account and with financing provided by Marfin Bank S.A. of Greece. Based on current estimates, the payment of principal and interest related to the acquisition amounts to approximately 43% of the cash flow from operations for the period from October 1, 2008 to September 30, 2008. Seanergy believes that its cash from operations will be sufficient to meet these debt service requirements and for it to pay its other budgeted obligations.

After a period of several years of rising charter rates that culminated in all-time high charter rates in 2008, charter rates fell to extremely low levels in recent months due to the current global financial crisis, which is also affecting the dry bulk shipping industry. Seanergy cannot be certain how long this trend will continue and whether charter rates will rebound if and when the global economy does so. The charters for Seanergy’s vessels will expire in less than one year. If charter rates remain at low levels at the time of the expiration of these charters, any new charters will be entered into at substantially lower rates than the existing rates. This could have a material adverse effect on Seanergy’s future revenues.

Additional information with respect to this transaction is provided above at “Recent Developments”.

Subsequent to the completion of the transaction described above, Seanergy believes that its working capital resources, combined with the funds available to it pursuant to the loan facilities described above, will be sufficient to allow it to operate for the next 11-13 months.

Commitments and Contractual Obligations

As of December 31, 2007, we did not have any long-term debt, capital lease obligations, operating lease obligations, purchase obligations or other long term liabilities. In May 2008, we entered into definitive agreements in which we agreed to purchase six dry bulk vessels from companies associated with members of the Restis family. In May 2008, we entered into the Master Agreement, the Brokerage Agreement, Management Agreement and other related agreements with, among other parties, affiliates of the Restis family. On August 28, 2008, we completed the acquisition of three of the six dry bulk vessels. On September 11, 2008, we completed the acquisition of a fourth vessel. And on September 25, 2008, we completed the acquisition of the two remaining vessels. Our subsidiaries, acting as borrowers, drew down on a portion of the revolving credit facility ($54.8 million) and the term loan facility ($165 million) in connection with each of the several vessels acquired. For further discussion, please refer to Note 11 in the Financial Statements of Seanergy Maritime Corp. and Subsidiary.

Off-balance Sheet Arrangements

As of June 30, 2008, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

SELECTED SUMMARY FINANCIAL INFORMATION

COMBINED SELECTED HISTORICAL FINANCIAL INFORMATION AND OTHER DATA FOR THE VESSELS

The following selected historical statement of operations and balance sheet data were derived from the audited combined financial statements and accompanying notes prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, of Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd., Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A. for the years ended December 31, 2007, 2006 and 2005 and the unaudited combined financial statements and notes prepared in accordance with IFRS for the six months ended June 30, 2008 and 2007, included elsewhere in this prospectus. The information is only a summary and should be read in conjunction with the combined annual and condensed combined interim financial statements and related notes included elsewhere in this prospectus and the sections entitled, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Vessels.” The historical data included below and elsewhere in this prospectus is not necessarily indicative of our future performance.

All amounts in the tables below are in thousands of U.S. dollars, except for share data, fleet data and average daily results.


	Six Months Ended June 30,						Year Ended December 31,
	2008			2007			2007			2006			2005

Statement of Operations Data:
Revenue	$	28,227		$	13,751		$	32,297		$	15,607		$	17,016
Revenue from vessel, related party		—		$	3,430		$	3,420		$	10,740		$	10,140
Direct voyage expenses	$	(759	)	$	(60	)	$	(82	)	$	(64	)	$	(139	)
Crew cost	$	(2,143	)	$	(1,343	)	$	(2,803	)	$	(2,777	)	$	(1,976	)
Other operating expenses	$	(1,831	)	$	(1,471	)	$	(3,228	)	$	(2,842	)	$	(3,085	)
Depreciation expense	$	(16,314	)	$	(6,260	)	$	(12,625	)	$	(6,567	)	$	(6,970	)
Impairment reversal/(loss)		—			—			—		$	19,311		$	(19,311	)
Management fees to a related party	$	(411	)	$	(387	)	$	(782	)	$	(752	)	$	(644	)
Finance income	$	36		$	81		$	143		$	132		$	24
Finance expense	$	(1,014	)	$	(1,540	)	$	(2,980	)	$	(3,311	)	$	(2,392	)
Net profit/(loss)	$	5,791		$	6,201		$	13,360		$	29,477		$	(7,337	)


			December 31,
	June 30, 2008		2007		2006

Balance Sheet Data:
Total current assets	$	19,246	$	7,005	$	5,842
Vessels	$	250,022	$	244,801	$	114,967
Total assets	$	269,268	$	251,806	$	120,809
Total current liabilities, including current portion of long-term debt	$	20,208	$	13,569	$	10,396
Long-term debt	$	48,520	$	38,580	$	41,354
Total shareholders’ equity	$	200,540	$	199,657	$	69,059

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS FOR VESSELS

The following management’s discussion and analysis should be read in conjunction with the combined annual and condensed combined interim financial statements and accompanying notes prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”), included elsewhere in this prospectus, of Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd., Valdis Marine Corp., Kalistos Marine S.A. and Kalithea Marine S.A. (together, the “Group”). This discussion relates to the operations and financial condition of the sellers and not of Seanergy. Although as of September 25, 2008, we had purchased the six vessels that are included in the sellers’ financial statements, we did not purchase the other assets of the sellers or assume any of their liabilities. In addition, although we charter these vessels and earn revenue from charter hire, as the sellers did, we have chartered the vessels to different charterers on different terms than the sellers. The expense structure of the sellers is also different from ours, as the sellers, which are part of a larger group of companies controlled by members of the Restis family, do not employ any executive officers. Certain vessel-related fees, such as management fees, will also vary from the amount that was previously paid by the sellers. As a result, the sellers’ financial statements and this discussion of them may not be indicative of what our historical results of operations would have been for the comparable periods had we operated these vessels at that time nor the results if the sellers had operated these vessels on a stand-alone basis. In addition, the sellers’ results of operations and financial condition may not be indicative of what our results of operations and financial condition might be in the future.

This discussion contains forward-looking statements that reflect our current views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, such as those set forth in the section entitled “Risk Factors” and elsewhere in this prospectus.

General

The sellers are six ship-owning companies that collectively owned and operated four vessels in the dry bulk shipping market. In addition, two newly built vessels were delivered to the sellers in May 2008 and August 2008, both of which had no operating history. These vessels represented a portion of the vessels owned and/or operated by companies associated with members of the Restis family. As of September 25, 2008, the sellers had sold these vessels, including the two newly built vessels, to us pursuant to the Master Agreement and the MOAs during August 2008 and September 2008. The combined financial statements of the Group for 2005, 2006 and 2007 include the assets, liabilities and results of operations for four of the vessels from the dates they were placed in service by the sellers in 2005. The condensed combined interim financial statements for the six months ended June 30, 2008 include the assets, liabilities and results from operations of these four vessels for the entire period and one vessel delivered and placed in service in May 2008. The final vessel was delivered in August 2008 and had no operations through June 30, 2008.

The operations of the sellers’ vessels were managed by EST, which is an affiliate of members of the Restis family. Following the vessel acquisition, EST continued to manage the vessels pursuant to the Management Agreement. EST provided the sellers with a wide range of shipping services. These services included, at a daily fee per vessel (payable monthly), the required technical management, such as managing day-to-day vessel operations including supervising the crewing, supplying, maintaining and drydocking of the vessels. Safbulk, which is also an affiliate of the sellers, provided commercial brokerage services to the sellers and earned fees in connection with the charter of the vessels. Safbulk continues to provide these services for us pursuant to the Brokerage Agreement.

The following table details the vessels owned by the sellers that were sold to us:

Current fleet:

Date of Delivery to

Vessel Name

Dwt

Vessel Type

Built

Seanergy

African Oryx

24,110

Handysize

1997

August 28, 2008

African Zebra

38,632

Handymax

1985

September 25, 2008

Bremen Max

73,503

Panamax

1993

September 11, 2008

Hamburg Max

73,498

Panamax

1994

September 25, 2008

Davakis G. (ex. Hull No. KA 215)

54,000

Supramax

2008

August 28, 2008

Delos Ranger (ex. Hull No. KA 216)

54,000

Supramax

2008

August 28, 2008

Important Measures for Analyzing the Sellers’ Results of Operations

The sellers believe that the important non-GAAP/non-IFRS measures and definitions for analyzing their results of operations consist of the following:


	•	Ownership days. Ownership days are the total number of calendar days in a period during which the sellers owned each vessel in their fleet. Ownership days are an indicator of the size of the fleet over a period and affect both the amount of revenues and the amount of expenses recorded during that period.

	•	Available days. Available days are the number of ownership days less the aggregate number of days that the sellers’ vessels are off-hire due to major repairs, drydockings or special or intermediate surveys. The shipping industry uses available days to measure the number of ownership days in a period during which vessels are actually capable of generating revenues.

	•	Operating days. Operating days are the number of available days in a period less the aggregate number of days that vessels are off-hire due to any reason, including unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues.

	•	Fleet utilization. Fleet utilization is determined by dividing the number of operating days during a period by the number of ownership days during that period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for any reason including scheduled repairs, vessel upgrades, drydockings or special or intermediate surveys.

	•	Off-hire. The period a vessel is unable to perform the services for which it is required under a charter. Off-hire periods typically include days spent undergoing repairs and drydocking, whether or not scheduled.

	•	Time charter. A time charter is a contract for the use of a vessel for a specific period of time during which the charterer pays substantially all of the voyage expenses, including port costs, canal charges and fuel expenses. The vessel owner pays the vessel operating expenses, which include crew wages, insurance, technical maintenance costs, spares, stores and supplies and commissions on gross voyage revenues. Time charter rates are usually fixed during the term of the charter. Prevailing time charter rates do fluctuate on a seasonal and year-to-year basis and may be substantially higher or lower from a prior time charter agreement when the subject vessel is seeking to renew the time charter agreement with the existing charterer or enter into a new time charter agreement with another charterer. Fluctuations in time charter rates are influenced by changes in spot charter rates.

	•	Voyage charter. A voyage charter is an agreement to charter the vessel for an agreed per-ton amount of freight from specified loading port(s) to specified discharge port(s). In contrast to a time charter, the vessel owner is required to pay substantially all of the voyage expenses, including port costs, canal charges and fuel expenses, in addition to the vessel operating expenses.


	•	TCE. Time charter equivalent, or TCE, is a measure of the average daily revenue performance of a vessel on a per voyage basis. The sellers’ method of calculating TCE is consistent with industry standards and is determined by dividing operating revenues (net of voyage expenses) by operating days for the relevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract. TCE is a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company’s performance despite changes in the mix of charter types (i.e., spot charters, time charters and bareboat charters) under which the vessels may be employed between the periods.

Revenues

The sellers’ revenues were driven primarily by the number of vessels they operated, the number of operating days during which their vessels generated revenues, and the amount of daily charter hire that their vessels earned under charters. These, in turn, were affected by a number of factors, including the following:


	•	The nature and duration of the sellers’ charters;

	•	The amount of time that the sellers’ spent repositioning their vessels;

	•	The amount of time that the sellers’ vessels spent in drydock undergoing repairs;

	•	Maintenance and upgrade work;

	•	The age, condition and specifications of the sellers’ vessels;

	•	The levels of supply and demand in the dry bulk carrier transportation market; and

	•	Other factors affecting charter rates for dry bulk carriers under voyage charters.

A voyage charter is generally a contract to carry a specific cargo from a load port to a discharge port for an agreed-upon total amount. Under voyage charters, voyage expenses such as port, canal and fuel costs are paid by the vessel owner. A time charter trip and a period time charter or period charter are generally contracts to charter a vessel for a fixed period of time at a set daily rate. Under time charters, the charterer pays voyage expenses. Under both types of charters, the vessel owners pay for vessel operating expenses, which include crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs. The vessel owners are also responsible for each vessel’s drydocking and intermediate and special survey costs.

Vessels operating on period time charters provide more predictable cash flows, but can yield lower profit margins than vessels operating in the spot charter market for single trips during periods characterized by favorable market conditions.

Vessels operating in the spot charter market generate revenues that are less predictable, but can yield increased profit margins during periods of improvements in dry bulk rates. Spot charters also expose vessel owners to the risk of declining dry bulk rates and rising fuel costs. The sellers’ vessels were chartered on period time charters during the six months ended June 30, 2008, fiscal 2007, fiscal 2006 and fiscal 2005.

A standard maritime industry performance measure is the “time charter equivalent” or “TCE.” TCE revenues are voyage revenues minus voyage expenses divided by the number of operating days during the relevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage and that would otherwise be paid by a charterer under a time charter. Some companies in our industry believe that the daily TCE neutralizes the variability created by unique costs associated with particular voyages or the employment of dry bulk carriers on time charter or on the spot market and presents a more accurate representation of the revenues generated by dry bulk carriers. The sellers’ average TCE rates for 2007, 2006 and 2005 were $25,256, $18,868 and $23,170, respectively, and $35,812 and $24,706 for the six months ended June 30, 2008 and 2007, respectively.

Vessel Operating Expenses

Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses. Vessel operating expenses generally represent costs of a fixed nature. Some of these expenses are required, such as insurance costs and the cost of spares.

Depreciation

During the years ended December 31, 2007, 2006 and 2005 and the six months ended June 30, 2008, the sellers’ depreciated their vessels on a straight-line basis over their then remaining useful lives after considering the residual value. The residual value for 2008 was increased to $500 from $175 in 2007 per light weight tonnage reflecting an increase in steel scrap prices. The estimated useful lives as of June 30, 2008 were between 3 and 16 years, based on an industry-wide accepted estimated useful life of 25 years from the original build dates of the vessels, for financial statement purposes. The sellers’ capitalized the total costs associated with a drydocking and amortized these costs on a straight-line basis over the period before the next drydocking became due, which was generally 2.5 years.

Seasonality

Coal, iron ore and grains, which are the major bulks of the dry bulk shipping industry, are somewhat seasonal in nature. The energy markets primarily affect the demand for coal, with increases during hot summer periods when air conditioning and refrigeration require more electricity and towards the end of the calendar year in anticipation of the forthcoming winter period. The demand for iron ore tends to decline in the summer months because many of the major steel users, such as automobile makers, reduce their level of production significantly during the summer holidays. Grains are completely seasonal as they are driven by the harvest within a climate zone. Because three of the five largest grain producers (the United States of America, Canada and the European Union) are located in the northern hemisphere and the other two (Argentina and Australia) are located in the southern hemisphere, harvests occur throughout the year and grains require dry bulk shipping accordingly.

Principal Factors Affecting the Sellers’ Business

The principal factors that affected the sellers’ financial position, results of operations and cash flows included the following:


	•	Number of vessels owned and operated;

	•	Charter market rates and periods of charter hire;

	•	Vessel operating expenses and voyage costs, which were incurred in both U.S. Dollars and other currencies, primarily Euros;

	•	Cost of drydocking and special surveys;

	•	Depreciation expenses, which were a function of the cost, any significant post-acquisition improvements, estimated useful lives and estimated residual scrap values of sellers’ vessels;

	•	Financing costs related to indebtedness associated with the vessels; and

	•	Fluctuations in foreign exchange rates.

Performance Indicators

The sellers believe that the unaudited information provided below is important for measuring trends in the results of operations. The figures shown below are statistical ratios/non-GAAP/non-IFRS financial measures and definitions used by management to measure performance of the vessels. They are not included in financial statements prepared under IFRS.


							Twelve Months Ended
	Six Months Ended June 30,						December 31,
	2007			2008			2007			2006			2005

Fleet Data:
Average number of vessels(1)		4.21			3.83			3.85			3.81			3.21
Ownership days(2)		769			724			1,460			1,460			1,250
Available days(3) (equals operating days for the periods listed(4))		767			693			1,411			1,393			1,166
Fleet utilization(5)		99.7	%		95.7	%		96.6	%		95.4	%		93.3	%
Average Daily Results:
Average TCE rate(6)	$	35,812		$	24,706			25,256		$	18,868		$	23,170
Vessel operating expenses(7)	$	5,168		$	3,887			4,130		$	3,849		$	4,049
Management fees(8)	$	535		$	535			535		$	515		$	515
Total vessel operating expenses(9)	$	5,703		$	4,422			4,665		$	4,364		$	4,564


(1)		Average number of vessels is the number of vessels the sellers owned for the relevant period, as measured by the sum of the number of days each vessel was owned during the period divided by the number of available days in the period.

(2)		Ownership days are the total number of days in a period during which the sellers owned each vessel. Ownership days are an indicator of the size of the sellers’ fleet over a period and affect both the amount of revenues and the amount of expenses that sellers recorded during a period.

(3)		Available days are the number of ownership days less the aggregate number of days that the sellers’ vessels were off-hire due to major repairs, drydockings or special or intermediate surveys. The shipping industry uses available days to measure the number of ownership days in a period during which vessels should be capable of generating revenues.

(4)		Operating days are the number of available days in a period less the aggregate number of days that the sellers’ vessels were off-hire due to any reason, including unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues.

(5)		Fleet utilization is calculated by dividing the number of operating days during a period by the number of ownership days during the period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons such as scheduled repairs, vessel upgrades, or drydockings or special or intermediate surveys.

(6)		Time charter equivalent, is a measure of the average daily revenue performance of a vessel on a per voyage basis. The sellers’ method of calculating TCE was consistent with industry standards and was determined by dividing operating revenues (net of voyage expenses and commissions) by operating days for the relevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract. TCE is a standard shipping industry performance measure used primarily to compare period-to-period changes in a


		shipping company’s performance despite changes in the mix of charter types (i.e., spot charters, time charters and bareboat charters) under which the vessels may be employed between the periods:

The following table is unaudited and includes information that is extracted directly from the combined financial statements, as well as other information used by the sellers for monitoring performance.


	Six Months Ended June 30,						Twelve Months Ended December 31,
	2008			2007			2007			2006			2005
	(Dollars in thousands except per diem amounts)

Operating revenues	$	28,227		$	17,181		$	35,717		$	26,347		$	27,156
Voyage expenses	$	(759	)	$	(60	)	$	(82	)	$	(64	)	$	(139	)
Net operating revenues	$	27,468			17,121		$	35,635		$	26,283		$	27,017
Operating days		767			693			1,411			1,393			1,166
Average TCE daily rate	$	35,812		$	24,706		$	25,256		$	18,868		$	23,170


(7)		Average daily vessel operating expenses, which includes crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs, is calculated by dividing vessel operating expenses by ownership days for the relevant time periods:


	Six Months Ended June 30,				Twelve Months Ended December 31,
	2008		2007		2007		2006		2005
	(Dollars in thousands except per diem amounts)

Crew costs and other operating expenses	$	3,974	$	2,814	$	6,031	$	5,619	$	5,061
Ownership days		769		724		1460		1460		1250
Daily vessel operating expense	$	5,168	$	3,887	$	4,130	$	3,849	$	4,049


(8)		Daily management fees are calculated by dividing total management fees expensed on vessels owned by ownership days for the relevant time period.

(9)		Total vessel operating expenses, is a measurement of total expenses associated with operating sellers’ vessels. TVOE is the sum of daily vessel operating expense and daily management fees. Daily TVOE is calculated by dividing TVOE by fleet ownership days for the relevant time period.

Critical Accounting Policies

The discussion and analysis of the sellers’ financial condition and results of operations is based upon their combined financial statements, which have been prepared in accordance with International Financial Reporting Standards as issued by the IASB, or IFRS. The preparation of those financial statements requires the sellers to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of their financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are those that reflect significant judgments or uncertainties, and potentially result in materially different results under different assumptions and conditions. The sellers have described below what they believe are the estimates and assumptions that have the most significant effect on the amounts recognized in their combined financial statements. These estimates and assumptions relate to useful lives of their vessels, valuation and impairment losses on vessels, and dry docking costs because the sellers believe that the shipping industry is highly cyclical, experiencing volatility in profitability, vessel values and charter rates resulting from changes in the supply of and demand for shipping capacity. In addition, the dry bulk market is affected by the current international financial crisis which has slowed down world trade and caused drops in charter rates. The lack of financing, global steel production cuts and outstanding agreements between iron ore producers and Chinese industrial customers have temporarily brought the market to a stagnation.

Useful Lives of Vessels. The sellers evaluated the periods over which their vessels were depreciated to determine if events or changes in circumstances had occurred that would require modification to their useful lives. In evaluating useful lives of vessels, the sellers review certain indicators of potential impairment, such as

the age of the vessels. The sellers depreciated each of their vessels on a straight-line basis over its estimated useful life, which during the six months ended June 30, 2008 was estimated to be between 3 and 16 years. Newly constructed vessels were depreciated using an estimated useful life of 25 years from the date of their initial delivery from the shipyard. Depreciation was based on cost less the estimated residual scrap value. Furthermore, the sellers estimated the residual values of their vessels to be $500.00 per lightweight ton as of June 30, 2008 as compared to $175.00 as of December 31, 2007, due to substantial increases in the price of steel. An increase in the useful life of a vessel or in the residual value would have the effect of decreasing the annual depreciation charge and extending it into later periods. A decrease in the useful life of the vessel or in the residual value would have the effect of increasing the annual depreciation charge. However, when regulations place limitations on the ability of a vessel to trade on a worldwide basis, the vessel’s useful life was adjusted to end at the date such regulations become effective.

Valuation of Vessels and Impairment. The sellers originally valued their vessels at cost less accumulated depreciation and accumulated impairment losses. Vessels were subsequently measured at fair value on an annual basis. Increases in an individual vessel’s carrying amount as a result of the revaluation was recorded in recognized income and expense and accumulated in equity under the caption revaluation surplus. The increase is recorded in the combined statements of income to the extent that it reversed a revaluation decrease of the related asset. Decreases in an individual vessel’s carrying amount is recorded in the combined statements of income as a separate line item. However, the decrease were recorded in recognized income and expense to the extent of any credit balance existing in the revaluation surplus in respect of the related asset. The decrease recorded in recognized income and expense reduced the amount accumulated in equity under the revaluation surplus. The fair value of a vessel was determined through market value appraisal, on the basis of a sale for prompt, charter-free delivery, for cash, on normal commercial terms, between willing sellers and willing buyers of a vessel with similar characteristics.

The sellers consider this to be a critical accounting policy because assessments need to be made due to the shipping industry being highly cyclical, experiencing volatility in profitability, vessel values and fluctuation in charter rates resulting from changes in the supply of and demand for shipping capacity. In the current time the dry bulk market is affected by the current international financial crisis which has slowed down world trade and caused drops in charter rates. The lack of financing, global steel production cuts and outstanding agreements between iron ore producers and Chinese industrial customers have temporarily brought the market to a stagnation.

To determine whether there is an indication of impairment , we compare the recoverable amount of the vessel, which is the greater of the fair value less costs to sell or value in use. Fair value represents the market price of a vessel in an active market, and value in use is based on estimations on future cash flows resulting from the use of each vessel less operating expenses and its eventual disposal. The assumptions to be used to determine the greater of the fair value or value in use requires a considerable degree of estimation on the part of our management team. Actual results could differ from those estimates, which could have a material effect on the recoverability of the vessels.

The most significant assumptions used are: the determination of the possible future new charters, future charter rates, on-hire days which are estimated at levels that are consistent with the on-hire statistics, future market values, time value of money. Estimates are based on market studies and appraisals made by leading independent shipping analysts and brokers, and assessment by management on the basis of market information, shipping newsletters, chartering and sale of comparable vessels reported in the press and historical charter rates for similar vessels.

An impairment loss will be recognized if the carrying value of the vessel exceeds its estimated recoverable amount.

Drydocking Costs. From time to time the sellers’ vessels were required to be drydocked for inspection and re-licensing at which time major repairs and maintenance that could not be performed while the vessels were in operation were generally performed (generally every 2.5 years). At the date of acquisition of a second hand vessel, management estimated the component of the cost that corresponded to the economic benefit to be derived from capitalized drydocking cost, until the first scheduled drydocking of the vessel under the

ownership of the sellers, and this component was depreciated on a straight-line basis over the remaining period to the estimated drydocking date.

Results of Operations

Six months ended June 30, 2008 as compared to six months ended June 30, 2007

REVENUES — Operating revenues for the six months ended June 30, 2008 were $28,227,000, an increase of $11,046,000, or 64.29%, over the comparable period in 2007. Revenues increased primarily as a result of improved time charter rates and a higher number of operating days. Revenue from Swiss Marine Services S.A., an affiliate of the sellers, amounted to $0 in the six months ended June 30, 2008 and $3,430,000 for the comparable period in 2007. Related party revenue decreased as a result of third party charterers completely replacing related party charterers.

DIRECT VOYAGE EXPENSES — Direct voyage expenses, which include classification fees and surveys, fuel expenses, port expenses, tugs, commissions and fees, and insurance and other voyage expenses, totaled $759,000 for the six months ended June 30,2008, as compared to $60,000 for the comparable period in 2007, which represents an increase of 1,165%. This increase of $699,000 in direct voyage expenses primarily reflects increased bunkers expenses due to the inclusion of Davakis G. (delivered on May 20, 2008) fuel.

CREW COSTS — Crew costs for the six months ended June 30, 2008 were $2,143,000, an increase of $800,000, or 59.6%, compared to the comparable period in 2007. This increase is primarily due to (a) salary increases which became effective as of January 1, 2008, (b) the addition of crew cost for the Davakis G, which was delivered on May 20, 2008, and (c) increased bonuses to the crews of certain vessels.

MANAGEMENT FEES — RELATED PARTY — Management fees — related party represent a fixed fee per day for each vessel in operation paid to EST for technical management services. The fee per day amounted to $535 for the six months ended June 30, 2008 and $535 for the six months ended June 30, 2007. Total management fees — related party for the six months ended June 30, 2008 totaled $411,000, as compared to $387,000 for the six months ended June 30, 2007. This increase of 6.2% was due to the increase in operating days in 2008 resulting from the delivery of the Davakis G on May 20, 2008.

OTHER OPERATING EXPENSES — Other operating expenses were $1,831,000 for the six months ended June 30, 2008, an increase of $360,000, or 24.5%, over $1,471,000 for the comparable period in 2007. Other operating expenses include the costs of chemicals and lubricants, repairs and maintenance, insurance and administration expenses for the vessels. These expenses increased during the six months ended June 30, 2008, primarily due to increases in prices for these items and the addition of the Davakis G on May 20, 2008.

DEPRECIATION — For the six months ended June 30, 2008, depreciation expense totaled $16,314,000, as compared to $6,260,000 for the comparable period in 2007, which represented an increase of $10,054,000, or 106.61%. This increase resulted from the higher carrying amount of the vessels because the vessels were revalued to a higher fair value at the end of fiscal 2007 and due to additional depreciation from the Davakis G delivered on May 20, 2008, partially reduced by lower depreciation charges of $1,053,000 in 2008 due to the increase in the estimated residual value of the vessels used in calculating depreciation from $175 to $500 per light-weight tonnage due to the increase in steel prices compared to 2007.

RESULTS FROM OPERATING ACTIVITIES — For the six months ended June 30, 2008, operating income was $6,769,000, which represents a decrease of $891,000, or 11.6%, compared to operating income of $7,660,000 for the comparable period in 2007. The primary reason for the decline in operating income was the increase in depreciation and amortization cost in the six months ended June 30, 2008 by $10,054,000, which amount was partially offset by the improvement in revenue by $11,046,000.

NET FINANCE COSTS — Net finance cost for the six months ended June 30, 2008 was $978,000, which represents a decrease of $481,000, or 32.9%, compared to $1,459,000 for the comparable period in 2007. The net decrease in finance costs resulted primarily from the timing of repayments of the sellers’ loan outstanding during the six months ended June 30, 2007, as compared to June 30, 2008.

NET PROFIT — The net profit for the six months ended June 30, 2008 was $5,791,000, as compared to $6,201,000 for the comparable period in 2007. This decrease of $410,000, or 11.6%, is primarily due the increase in depreciation and amortization cost in the six months ended June 30, 2008 by $10,054,000, which amount was partially offset by the improvement in revenue for the six months ended June 30, 2008 by $11,046,000.

Year ended December 31, 2007 (“fiscal 2007”) as compared to year ended December 31, 2006 (“fiscal 2006”)

REVENUES — Operating revenues for fiscal 2007 were $35,717,000, an increase of $9,370,000, or 35.6%, over fiscal 2006. Revenues increased primarily as a result of improved time charter rates and a higher number of operating days. Revenue from Swiss Marine Services S.A., an affiliate of the sellers, amounted to $3,420,000 in fiscal 2007 and $10,740,000 in fiscal 2006, a decrease of 68.2%. Related party revenue decreased as a result of third party charterers replacing related party charterers.

DIRECT VOYAGE EXPENSES — Direct voyage expenses, which include classification fees and surveys, fuel expenses, port expenses, tugs, commissions and fees, and insurance and other voyage expenses, totaled $82,000 for fiscal 2007, as compared to $64,000 for fiscal 2006, which represents an increase of 28%. This increase of $18,000 in direct voyage expenses primarily reflects additional fuel consumed in positioning the M/V Hamburg Max for drydocking. No vessels were in drydock during fiscal 2006.

CREW COSTS — Crew costs for fiscal 2007 were $2,803,000, an increase of $26,000, of 0.9%, compared to fiscal 2006. This increase is primarily due to an increase in basic wages and crew signing-on expenses (including fees charged by the flag state for endorsement of seafarer certificates).

MANAGEMENT FEES — RELATED PARTY — Management fees — related party represent a fixed fee per day for each vessel in operation paid to EST for technical management services. The fee per day amounted to $535 in 2007 and $515 in 2006. Total Management fees — related party for fiscal 2007 totaled $782,000, as compared to $752,000 for fiscal 2006. This increase of 4% was mutually agreed for 2007 between the sellers and EST to offset increases in the overhead of EST.

OTHER OPERATING EXPENSES — Other operating expenses were $3,228,000 for fiscal 2007, an increase of $386,000, or 13.58%, over $2,842,000 for fiscal 2006. Other operating expenses include the costs of chemicals and lubricants, repairs and maintenance, insurance and administration expenses for the vessels. These expenses increased in fiscal 2007 primarily due to increases in prices for these items (in particular an approximately 33% increase in the costs of lubricants) and repairs and maintenance to the M/V Hamburg Max.

DEPRECIATION — For fiscal 2007, depreciation expense totaled $12,625,000, as compared to $6,567,000 for fiscal 2006, which represented an increase of $6,058,000, or 92.24%. This increase resulted from the higher carrying amount of the vessels because the vessels were revalued to a higher fair value at the end of fiscal 2006.

IMPAIRMENT REVERSAL (LOSS) — At year end the sellers adjust their vessels to fair value. During fiscal 2006, the sellers reversed an impairment loss associated with the value of each of the vessels amounting in total to $19,311,000. No such reversals were made by the sellers during fiscal 2007. The primary reason for the reversal of the impairment loss in fiscal 2006 was the increase in the fair value of the vessels in the year ended December 31, 2006. At December 31, 2006, due to changing market conditions, the fair value of the vessels exceeded the carrying value by $44,430,000, and accordingly, an amount of $19,311,000 was recorded as an impairment reversal. The remaining surplus of $25,119,000 was recorded as recognized income and expense under the caption revaluation reserve in the combined statement of changes in equity. At December 31, 2007, due to prevailing positive market conditions, the fair value of the individual vessels exceeded the carrying amount again and a revaluation surplus of $129,265,000 arose and is recorded as recognized income and expense under the caption revaluation reserve in the combined statement of changes in equity.

RESULTS FROM OPERATING ACTIVITIES — For fiscal 2007, results from operating activities were $16,197,000, which represents a decrease of $16,459,000, or 50.4%, compared to operating income of $32,656,000 for fiscal 2006. The primary reasons for the decline in the results from operating activities were

the reversal of the impairment loss in fiscal 2006, which increased operating income by $19,311,000, and the increase in depreciation and amortization cost in fiscal 2007 by $6,058,000, which amounts were partially offset by the improvement in revenue during fiscal 2007 by $9,370,000.

NET FINANCE COSTS — Net finance cost for fiscal 2007 was $2,837,000, which represents a decrease of $342,000, or 10.7%, compared to $3,179,000 fiscal 2006. The net decrease in finance costs resulted primarily from the reduction in the principal amount of sellers’ loan outstanding during fiscal 2007.

NET PROFIT — The net profit for fiscal 2007 was $13,360,000, as compared to $29,477,000 for fiscal 2006. This decrease of $16,117,000, or 54.67%, is primarily due to the reversal of the impairment loss in fiscal 2006 in the amount of $19,311,000 together with the increase in depreciation in fiscal 2007 by $6,058,000, which was partially offset by the increase in revenue during fiscal 2007 by $9,370,000.

Year Ended December 31, 2006 (“fiscal 2006”) as compared to year ended December 31, 2005 (“fiscal 2005”)

REVENUES — Operating revenues for fiscal 2006 were $26,347,000, a decrease of $809,000, or 2.97%, over fiscal 2005. Revenues decreased primarily as a result of decreased charter rates and TCE, which decrease was partially offset by the increased number of operating days in fiscal 2006. The sellers acquired four vessels in fiscal 2005, and thus the vessels were not operated by the sellers for the full fiscal year. Revenue from Swiss Marine Services S.A., an affiliate of the sellers, amounted to $10,740,000 in fiscal 2006 and $10,140,000 in fiscal 2005, which represents an increase of 5.9%. Related party revenue increased as a result of increased operating days under the related party charters in fiscal 2006.

DIRECT VOYAGE EXPENSES — Direct voyage expenses totaled $64,000 for fiscal 2006, as compared to $139,000 for fiscal 2005, which represents a decrease of 53.95%. This decrease of $75,000 is due to the favorable (compared to market) fixed values at which the sellers repurchased fuel remaining on board the vessels at the time of their redeliveries to the sellers from time charterers.

CREW COSTS — Crew costs for fiscal 2006 were $2,777,000, an increase of $801,000, of 40.53%, compared to fiscal 2005. This increase is primarily due to the increase in the number of ownership days from 1,250 in 2005 to 1,460 in 2006 and thus the number of days the sellers paid crew wages.

MANAGEMENT FEES — RELATED PARTY — Management fees — related party represent a fixed fee per day for each vessel in operation paid to EST for technical management services. The fee per day amounted to $515 in 2006 and 2005. Total Management fees — related party for fiscal 2006 were $752,000, as compared to $644,000 for fiscal 2005. This increase of 16.77% resulted primarily from the increase in the number of ownership days from 1,250 in 2005 to 1,460 in 2006.

OTHER OPERATING EXPENSES — Other operating expenses were $2,842,000 for fiscal 2006, a decrease of $243,000, or 7.87%, over $3,085,000 for fiscal 2005. Other operating expenses decreased in fiscal 2006 primarily due to a charge of $716,000 in fiscal 2005 representing reimbursements to time charterers.

DEPRECIATION — For fiscal 2006, depreciation expense totaled $6,567,000, as compared to $6,970,000 for fiscal 2005, which represented a decrease of $403,000, or 5.78%. This decrease resulted from the lower carrying amount of the vessels during 2006 because the fair value of the vessels had declined, and thus they were impaired as of December 31, 2005.

IMPAIRMENT REVERSAL (LOSS) — At December 31, 2006 due to changing market conditions, the fair value of vessels exceeded the carrying value by $44,430,000, and accordingly, an amount of $19,311,000 was recorded as an impairment reversal. The impairment loss of $19,311,000 was originally recorded as of December 31, 2005. The primary reason for the recording of the impairment loss was a decrease in the fair value of vessels in the dry bulk market generally, which caused a decrease in the fair value of sellers’ vessels. The sellers determined that the impairment loss should be reversed in fiscal 2006 when the market for dry bulk vessels rebounded. The remaining surplus of $25,119,000 is recorded as recognized income and expense under the caption “revaluation reserve” in the combined statement of changes in equity.

RESULTS FROM OPERATING ACTIVITIES — For fiscal 2006, results from operating activities were $32,656,000, which represents an increase of $37,625,000, compared to an operating loss of $4,969,000 for fiscal 2005. The primary reasons for the improvement in the results from operating activities in fiscal 2006 were the reversal of the impairment loss originally recorded in fiscal 2005, which increased operating income by $19,311,000 in fiscal 2006 as well as decreasing operating income by this same amount during fiscal 2005, and the absence of any other impairment losses during fiscal 2006.

NET FINANCE COST — Net finance cost for fiscal 2006 was $3,179,000, which represents an increase of $811,000, or 34.2%, compared to $2,368,000 in fiscal 2005. The increase was primarily due to an increase in the LIBOR rate associated with the sellers’ long-term debt during fiscal 2006 and the higher principal balance of sellers’ long-term debt during all of fiscal 2006, which reflects the greater number of ownership days in fiscal 2006 compared to fiscal 2005.

NET PROFIT (LOSS) — The net profit for fiscal 2006 was $29,477,000, as compared to a net loss of $7,337,000 for fiscal 2005. This improvement of $36,814,000, is primarily due to the reversal of the impairment loss in fiscal 2006, which loss was originally recorded in fiscal 2005, which reversal improved net income by $19,311,000, and the absence of any other impairment losses during fiscal 2006.

Liquidity and Capital Resources

The sellers’ principal sources of funds have been equity provided by their shareholders, operating cash flows and long-term borrowings. Their principal uses of funds have been capital expenditures to acquire and maintain their fleet, payments of dividends, working capital requirements and principal repayments on outstanding loan facilities. Based on current market conditions, the sellers expect to rely upon operating cash flows to fund their working capital needs in the near future. On May 20, 2008 and August 22, 2008, Hull KA 215 (Davakis G.) and Hull KA 216 (Delos Ranger), respectively were delivered to the sellers. Sellers do not anticipate any other capital expenditures in the foreseeable future due to the sale of these vessels to Seanergy on August 28, 2008.

Because the sellers are part of a larger group of companies in the shipping business associated with members of the Restis family, the sellers (other than the owners of the two newly built vessels) obtained, together with other affiliated companies as co-borrowers, a syndicated loan in the amount of $500,000,000 on December 24, 2004. The loan is allocated to each of the sellers (other than the owners of the two newly built vessels), among other affiliates of Lincoln Finance Corp., an affiliate of the sellers, based upon the acquisition cost of each vessel at the date of acquisition. The syndicated loan is payable in variable principal installments plus interest at variable rates (LIBOR plus a spread of 0.875%) with an original balloon installment due in March 2015 of $45,500,000 (which as of June 30, 2008 was $23,702,000). This debt was secured by a mortgage on each of the vessels, assignments of earnings, insurance and requisition compensation of the mortgaged vessel and is guaranteed by Lincoln Finance Corp. and Nouvelle Enterprises S.A., which is the sole shareholder of Lincoln. The sellers that own the second hand vessels used the syndicated loan to finance some or all of the acquisition costs of their respective vessels. As of June 30, 2008, December 31, 2007 and 2006, the long-term debt of the sellers represented the allocated amount of the remaining balance of the syndicated loan after taking into account vessel sales. The long-term debt applicable to the sellers as of June 30, 2008, December 31, 2007 and 2006 was $60,884,000, $48,330,000 and $49,774,000, respectively. We have not assumed any portion of this loan, and the sellers delivered the four vessels to us free and clear of all liens and encumbrances.

On December 24, 2004, certain of the sellers entered into memoranda of agreement with third parties pursuant to which they agreed to purchase the African Oryx f/k/a the M.V. Gangga Nagara, the African Zebra f/k/a the M.V. Handy Tiger, the Bremen Max f/k/a the M.V. Bunga Saga Satu and the Hamburg Max f/k/a the Bunga Saga Empat for a purchase price of $20.5 million, $14.0 million, $29.0 million and $32.0 million, respectively. The African Oryx, the African Zebra, the Bremen Max and the Hamburg Max were delivered to the respective sellers on April 4, 2005, January 3, 2005, January 26, 2005 and April 1, 2005, respectively.

On June 23, 2006, the sellers that own the two newly built vessels and a third vessel-owning company that is not one of the sellers, entered into a loan facility of up to $20,160,000 and a guarantee of up to

$28,800,000 each to be used to partly finance and guarantee payment to the shipyard for the newly constructed vessels. The loan bears interest at variable rates (LIBOR plus a spread of 0.65%) and was repayable in full at the earlier of May 18, 2009 or the date the newly constructed vessels are delivered by the shipyard. This loan has been paid in full. We have not assumed any portion of this loan and the sellers delivered the two newly constructed vessels to us free and clear of all liens and encumbrances.

The sellers financed the purchase price of the vessels as follows:


Vessel	Financed(1)		Cash(2)

Africa Oryx	$	13,851,850	$	6,648,150
Africa Zebra	$	9,459,800	$	4,540,200
Bremen Max	$	19,595,300	$	9,404,700
Hamburg Max	$	21,622,400	$	10,377,600
Davakis G (ex. Hull No. KA 215)	$	16,674,000	$	7,146,000
Delos Ranger (ex. Hull No. KA 216)	$	16,674,000	$	7,146,000


(1)		Financed with the credit facilities described above.

(2)		Cash provided to the sellers by their shareholders.

The dry bulk carriers the sellers owned had an average age of 10.5 years as of June 30, 2008. For financial statement purposes, the sellers used an estimated remaining useful life as June 30, 2008 of between 3 and 16 years for its vessels other than the newly constructed vessels, which vessels life it estimated as 25 years. However, economics, rather than a set number of years, determines the actual useful life of a vessel. As a vessel ages, the maintenance costs rise particularly with respect to the cost of surveys. So long as the revenue generated by the vessel sufficiently exceeds its maintenance costs, the vessel will remain in use, which time period could well exceed the useful life estimate described above. If the revenue generated or expected future revenue does not sufficiently exceed the maintenance costs, or if the maintenance costs exceed the revenue generated or expected future revenue, then the vessel owner usually sells the vessel for scrap.

Cash Flows

OPERATING ACTIVITIES — Net cash from operating activities totaled $17,993,000 during the six months ended June 30, 2008, as compared to $4,094,000 during the comparable period in 2007. This increase reflected is primarily due to increased revenue as a result of improved time charter rates and higher operating days. Net cash from operating activities totaled $25,577,000 during fiscal 2007, as compared to $19,161,000 during fiscal 2006. This increase reflected primarily the increase in vessel revenues received in 2007. The decrease in net cash from operating activities from fiscal 2006 as compared to fiscal 2005, during which net cash from operating activities totaled $26,169,000, resulted primarily from a slight decrease in charter revenue during 2006 and the repayment of amounts due to related parties in 2006.

INVESTING ACTIVITIES — The sellers used $21,499,000 of cash in investing activities during the six month period ended June 30, 2008 as compared to $5,534,000 used in investing activities during the comparable period in 2007. The increase was primarily a result of amounts paid under the vessel construction contracts for the two newly constructed vessels during the first six months of 2008, one of which was delivered and put into operation in May 2008. The sellers used $13,531,000 of cash in investing activities during fiscal 2007 as compared to $6,474,000 used in investing activities during fiscal 2006. The increase was primarily a result of amounts paid under the vessel construction contracts for the newly constructed vessels in fiscal 2007. The sellers used $86,711,000 of cash in investing activities during fiscal 2005, which related primarily to the purchase of four vessels.

FINANCING ACTIVITIES — Net cash provided by financing activities during the six months ended June 30, 2008 was $7,646,000, which includes $12,812,000 of dividend payments to the shareholders of sellers and $9,081,000 of repayments of long term debt, offset by $7,904,000 of capital contributions and $21,635,000 of proceeds from long term debt used to finance vessel acquisitions. Net cash used in financing activities during fiscal 2007 was $13,471,000, which includes $15,932,000 of dividend payments to the

shareholders of the sellers and $9,844,000 of repayments of long term debt, partially offset by capital contributions from the sellers’ shareholders of $3,905,000 and proceeds from long-term debt of $8,400,000. Net cash used in financing activities in fiscal 2006 was $11,248,000, which primarily reflects $11,838,000 of dividend payments to the shareholders of the sellers and $7,573,000 of repayments of long term debt, partially offset by capital contributions from the sellers’ shareholders of $8,163,000. Net cash provided by financing activities in fiscal 2005 was $60,549,000, which primarily reflects proceeds of borrowings of $55,070,000 used by the sellers to acquire four vessels and capital contributions from the sellers’ shareholders of $15,980,000, which was partially offset by $3,319,000 of dividend payments to the shareholders of the sellers and repayment of long-term debt of $7,182,000.

Quantitative and Qualitative Disclosures of Market Risk

Interest rate risk

The sellers’ long-term debt in relation to the four vessels and the new buildings bears an interest rate of LIBOR plus a spread of 0.875% and 0.65%, respectively. A 100 basis-point increase in LIBOR would result in an increase to the finance cost of $568,000 in the next year. The sellers have no further obligation, with respect to their long-term debt, in relation to the six vessels it sold to Seanergy in August and September 2008.

Foreign exchange risk

The sellers generated revenue in U.S. dollars and incurred minimal expenditures relating to consumables in foreign currencies. The foreign currency risk was minimal.

Inflation

The sellers did not consider inflation to be a significant risk to direct expenses in the current and foreseeable future.

Capital Requirements

On May 20, 2008 and August 22, 2008, the Davakis G (Hull No. KA 215) and the Delos Ranger (ex. Hull No. KA 216), respectively, were delivered to the sellers. As of June 30, 2008, the capital commitment was approximately $11.8 million. The sellers do not anticipate any other capital expenditures during the year ending December 31, 2008 as these vessels have been sold to Seanergy on August 28, 2008.

Off-Balance Sheet Arrangements

As of December 31, 2007 and June 30, 2008, the sellers did not have off-balance sheet arrangements.

Contractual Obligations and Commercial Commitments

The following tables summarize the sellers’ contractual obligations as of December 31, 2007 and June 30, 2008. The sellers neither have capital leases nor operating leases.


	Payments due by period
			Less than						More than
December 31, 2007	Total		1 year		1-2 years		2-5 years		5 years
	(Dollars in thousands)

Long-term debt(1)	$	48,330	$	9,750	$	4,724	$	14,171	$	19,685
Management fees(2)	$	3,317	$	973	$	1,172	$	1,172		—
Capital commitments for vessel construction	$	30,840	$	30,840		—		—		—

Total obligations	$	82,487	$	41,563	$	5,896	$	15,343	$	19,685


	Payments due by period
			Less than						More than
June 30, 2008	Total		1 year		1-2 years		2-5 years		5 years
	(Dollars in thousands)

Long-term debt	$	60,884	$	12,364	$	5,643	$	16,931	$	25,946
Management fees	$	2,901	$	1,143	$	1,172	$	586		—
Capital commitments for vessel construction	$	11,820	$	11,820		—		—		—

Total obligations	$	75,605	$	25,327	$	6,815	$	17,517	$	25,946


(1)		The long-term debt has been repaid or reallocated as of the dates the vessels were delivered to Seanergy in August and September 2008.

(2)		EST provides management services in exchange for a fixed fee per day for each vessel in operation. These agreements are entered into with an initial three-year term until terminated by the other party. The amounts indicated above are based on a management fee of $535 dollars per day per vessel. This management fee agreement has been terminated as of the dates the vessels were delivered to Seanergy in August and September 2008.

Recent Accounting Pronouncements

A number of new standards, amendments to standards and interpretations are not yet effective for the year ended December 31, 2007 or the six months ended June 30, 2008, and have not been applied in preparing the sellers’ combined financial statements:

(i) IFRS 8 Operating Segments introduces the “management approach” to segment reporting. IFRS 8, which becomes mandatory for the financial statements of 2009, will require the disclosure of segment information based on the internal reports regularly reviewed by the sellers’ Chief Operating Decision Maker in order to assess each segment’s performance and to allocate resources to them. The sellers are evaluating the impact of this standard on the combined financial statements.

(ii) Revised IAS 23 Borrowing Costs removes the option to expense borrowing costs and requires that an entity capitalize borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. Currently, the sellers capitalize borrowing costs directly attributable to the construction of the vessels and therefore the revised IAS 23 which will become mandatory for the sellers’ 2009 financial statements is not expected to have a significant effect.

(iii) IFRIC 11 IFRS 2 Group and Treasury Share Transactions requires a share-based payment arrangement in which an entity receives goods or services as consideration for its own equity instruments to be accounted for as an equity-settled share-based payment transaction, regardless of how the equity instruments are obtained. IFRIC 11 will become mandatory for the sellers’ 2008 financial statements, with retrospective application required. This standard does not have an effect on the combined financial statements as it is not relevant to the sellers’ operations.

(iv) IFRIC 12 Service Concession Arrangements provides guidance on certain recognition and measurement issues that arise in accounting for public-to-private service concession arrangements. IFRIC 12, which becomes mandatory for the sellers’ 2008 financial statements. IFRIC 12 does not have an effect on the combined financial statements as it is not relevant to the sellers’ operations.

(v) IFRIC 13 Customer Loyalty Programs addresses the accounting by entities that operate, or otherwise participate in, customer loyalty programs for their customers. It relates to customer loyalty programs under which the customer can redeem credits for awards such as free or discounted goods or services. IFRIC 13, which becomes mandatory for the sellers’ 2009 financial statements, is not expected to have any impact on the combined financial statements.

(vi) IFRIC 14 IAS 19 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction clarifies when refunds or reductions in future contributions in relation to defined benefit

assets should be regarded as available and provides guidance on the impact of minimum funding requirements (MFR) on such assets. It also addresses when a MFR might give rise to a liability. IFRIC 14 will become mandatory for the sellers’ 2008 financial statements, with retrospective application required. IFRIC 14 does not have an effect on the combined financial statements as it is not relevant to the sellers’ operations.

(vii) Revision to IAS 1, Presentation of Financial Statements: The revised standard is effective for annual periods beginning on or after January 1, 2009. The revision to IAS 1 is aimed at improving users’ ability to analyze and compare the information given in financial statements. The changes made are to require information in financial statements to be aggregated on the basis of shared characteristics and to introduce a statement of comprehensive income. This will enable readers to analyze changes in equity resulting from transactions with owners in their capacity as owners (such as dividends and share repurchases) separately from ‘non-owner’ changes (such as transactions with third parties). In response to comments received through the consultation process, the revised standard gives preparers of financial statements the option of presenting items of income and expense and components of other comprehensive income either in a single statement of comprehensive income with sub-totals, or in two separate statements (a separate income statement followed by a statement of comprehensive income). Management is currently assessing the impact of this revision on the sellers’ financial statements.

(viii) Revision to IFRS 3 Business Combinations and an amended version of IAS 27 Consolidated and Separate Financial Statements: These versions were issued by IASB on January 10, 2008, which take effect on July 1, 2009. The main changes to the existing standards include: (i) minority interests (now called non-controlling interests) are measured either as their proportionate interest in the net identifiable assets (the existing IFRS 3 requirement) or at fair value; (ii) for step acquisitions, goodwill is measured as the difference at acquisition date between the fair value of any investment in the business held before the acquisition, the consideration transferred and the net assets acquired (therefore there is no longer the requirement to measure assets and liabilities at fair value at each step to calculate a portion of goodwill); (iii) acquisition-related costs are generally recognized as expenses (rather than included in goodwill); (iv) contingent consideration must be recognized and measured at fair value at acquisition date with any subsequent changes in fair value recognized usually in the profit or loss (rather than by adjusting goodwill) and (v) transactions with non-controlling interests which do not result in loss of control are accounted for as equity transactions. Management is currently assessing the impact that these revisions will have on the sellers.

(ix) Revision to IFRS 2 Share-based Payment: The revision is effective for annual periods on or after January 1, 2009 and provides clarification for the definition of vesting conditions and the accounting treatment of cancellations. It clarifies that vesting conditions are service conditions and performance conditions only. Other features of a share-based payment are not vesting conditions. It also specifies that all cancellations, whether by the entity or other parties, should receive the same accounting treatment. The sellers do not expect this standard to affect its combined financial statements as currently there are no share-based payment plans.

SEANERGY MARITIME CORP. AND SUBSIDIARY AND RESTIS FAMILY
AFFILIATED VESSELS ACQUIRED
UNAUDITED PRO FORMA SUMMARY FINANCIAL DATA

Anticipated Accounting Treatment

Vessel Acquisition and Other Intangible Assets — The acquisition of the vessels and other intangible assets by Seanergy will be accounted for by the purchase method and accordingly, the total acquisition cost will be allocated to the acquired vessels and other intangible assets by separately measuring the fair values of such assets acquired, based on preliminary estimates of the respective fair values, which are subject to change. No other tangible assets were acquired and no liabilities were assumed.

Dissolution and Liquidation — Upon the dissolution and liquidation of Seanergy Maritime, Seanergy Maritime will distribute to each holder of shares of common stock of Seanergy Maritime one share of Seanergy common stock for each share of common stock of Seanergy Maritime, at such time as a registration statement filed with the SEC under the Securities Act or an Information Statement under Section 14(a) of the Exchange Act, by Seanergy relating to the dissolution and liquidation, is declared effective.

Basis of Accounting — Future financial statements will be prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The consolidated statements of Seanergy Maritime as of December 31, 2008 will include the financial position of Seanergy and its acquired wholly owned subsidiaries and the results of operations and cash flows from the period August 28, 2008 (the date of the completion of the business combination), to December 31, 2008. The consolidated financial statements as of December 31, 2007 and for the period from August 15, 2006 (date of inception) through December 31, 2006 will include only Seanergy Maritime. In addition, upon the dissolution of Seanergy Maritime the assets and liabilities of Seanergy Maritime will be assumed by and combined with the assets and liabilities of Seanergy at their respective historical values, which include the impact of fair value purchase price allocations from August 28, 2008.

The following unaudited pro forma summary financial information has been prepared assuming that the vessel acquisition have occurred at the beginning of the applicable period for pro forma statements of operations data and at the respective date for pro forma balance sheet data.

The presentation has taken into consideration the actual shares redeemed of 6,370,773, as further explained in the Unaudited Pro Forma Condensed Balance Sheet as of June 30, 2008 Note I.

The unaudited pro forma summary information is for illustrative purposes only. You should not rely on the unaudited pro forma summary balance sheet and statement of operations as being indicative of the historical financial position and results of operations that would have been achieved had the vessel acquisition been consummated as of the balance sheet date or at the beginning of the applicable period of the statements of operations. See “Risk Factors — Our management made certain assumptions about our future operating results that may differ significantly from our actual results, which may result in claims against us or our directors.”

The unaudited pro forma balance sheet data reflects the acquisition of the vessels and the drawdown of the loan to partially finance that transaction as further discussed herein. The historical balance sheet of Seanergy at June 30, 2008 used in the preparation of the unaudited pro forma financial information has been derived from the unaudited balance sheet of Seanergy at June 30, 2008. The unaudited pro forma financial information of the vessels for the year ended December 31, 2007 and six months ended June 30, 2008 have been derived from the unaudited combined statement of operations of Restis family affiliated vessels acquired.

Seanergy Maritime Corp. and Subsidiary and Restis Family Affiliated Vessels Acquired

(In thousands of U.S. Dollars, except per share amounts, and US GAAP)

Restis Family Affiliated Vessels Acquired

Unaudited Condensed Combined Statement of Operations

Conversion From IFRS to U.S. GAAP

Year Ended December 31, 2007

(In thousands of U.S. Dollars)


	As			IFRS to U.S. GAAP						As
	Reported In			Adjustments to Convert						Reported In
	IFRS			Debit			Credit			U.S. GAAP

Revenue from vessels	$	35,717								$	35,717
Direct voyage expenses		82									82

		35,635									35,635

Operating expenses
Crew costs		2,803									2,803
Management fees — related party		782									782
Other operating expenses		3,228									3,228
Depreciation expense		12,625						830	(1)		6,311
								5,484	(2)
Amortization of dry docking		—			830	(1)					830

Total operating expenses		19,438									13,954

Operating income		16,197									21,681

Other income (expense)
Interest income		143									143
Interest expense		(2,980	)								(2,980	)

Total other income (expense)		(2,837	)								(2,837	)

Net income	$	13,360								$	18,844

Adjustments to Convert From IFRS to U.S. GAAP (in thousands of U.S. Dollars, unless otherwise noted):


(1)		To reclassify the amortization of dry docking expenses that are considered a component of depreciation under IFRS.

(2)		To eliminate depreciation expense relating to the revaluation of the vessels to their fair value under IFRS.

Note:

These adjustments represent only certain significant adjustments from IFRS to U.S. GAAP and may not capture full conversion to U.S. GAAP.

Seanergy Maritime Corp. and Subsidiary and Restis Family Affiliated Vessels Acquired

Unaudited Pro Forma Condensed Combined Statement of Operations

Year Ended December 31, 2007

(In thousands of U.S. Dollars, except share and per share amounts, and US GAAP)


													Pro Forma
	Restis												Combined
	Family			Seanergy									Companies
	Affiliated			Maritime									(with Actual
	Vessels			Corp.			Pro Forma						Stock
	Acquired			and			Adjustments and Eliminations						Redemption -
	(Note A)			Subsidiary			Debit			Credit			See Note F

Revenue from vessels	$	35,717		$	—								$	35,717
Direct voyage expenses		82			—									82

		35,635			—									35,635

Operating expenses Crew costs		2,803			—									2,803
Management fees — related party		782			—			7	(10)					789
Other operating expenses		3,228			445									3,673
Depreciation expense (Note D)		6,311			—			20,001	(9)					26,312
Amortization of dry docking		830			—									830

Total operating expenses		13,954			445									34,407

Operating income (loss)		21,681			(445	)								1,228

Other income (expense) Interest income		143			1,948			1,948	(5)					143
Interest expense		(2,980	)		(58	)		236	(1)		2,980	(6)		(7,887	)
								4,520	(2)
								88	(7)
								963	(4)
								2,022	(3)

Total other income (expense)		(2,837	)		1,890									(7,744	)

Net income (loss)	$	18,844		$	1,445								$	(6,516	)

Net loss per common share — basic and diluted													$	(0.29	)

Weighted average number of common shares outstanding — basic and diluted (Note E)														22,229,227

Cash dividends paid per common share (Note B)													$	1.20

Pro Forma Adjustments (in thousands of U.S. Dollars, except for share and per share data, unless otherwise noted):


(1)		To record amortization of deferred loan facility arrangement and underwriting fees based on provisions of the facility agreements ($1,650 / 84 mo × 12 mo).


(2)		To record interest expense on the 7 year Marfin Egnatia S.A. term loan facility as if it had been in place from the beginning of the period presented. Pursuant to the term loan facility, interest is calculated based upon the 3 month LIBOR rate, plus an applicable margin, as defined in the agreement. For calculation purposes, the LIBOR rate at December 31, 2008 of 1.44% per annum, plus a margin of 1.50% was utilized. See Note G below. For each 1/8 percentage point change in the annual interest rate charged, the resulting interest expense would change by $192 per year.


(3)		To record interest expense on the 7 year Marfin Egnatia S.A. revolving facility as if it had been in place from the beginning of the period presented. Pursuant to the revolving facility, interest is calculated based upon the 3 month LIBOR rate, plus an applicable margin of 2.25%, as defined in the agreement. For calculation purposes, the LIBOR rate at December 31, 2008 of 1.44% per annum was utilized. For each 1/8 percentage point change in the annual interest rate charged, the resulting interest expense would change by $69 per year.


(4)		To record interest expense on the unsecured convertible note payable to Restis family as if it had been in place from the beginning of the period presented. Interest at 2.9% per annum is due at maturity, in two years. Additionally, an arrangement fee of $288 is due at maturity and note prepayment is not permitted. ($28,250 × 2.9% + $288 / 2 years = $963)

(5)		To eliminate interest income earned on funds held in trust.

(6)		To eliminate, effective January 1, 2007, interest expense on indebtedness of the Restis family affiliates to be acquired that is to be repaid pursuant to the agreements.

(7)		To record commitment fee on 7 year revolving facility at 0.25% per annum, payable quarterly in arrears, on the un-drawn revolving facility amount. These pro formas are based upon the assumption that operations are sufficient to fund working capital and dividend payment needs and any drawdown on the revolving facility will be for the purpose of funding the redemption of common stock. [($90,000 − $54,800) × 0.25% =$88]

(8)		Not used.

(9)		To record additional depreciation expense with respect to the four operating vessels, as a result of the step-up in basis related to the purchase of the vessels. This adjustment does not include any depreciation on newly-built vessels, delivered and put into service in May and August 2008, respectively.

(10)		To record increment in management fees per the management agreement dated May 20, 2008 of Euro 416 (US$540 at October 23, 2008) per day for the first year of the agreement. (New daily fee of $540, less former daily fee of $535, times 365 days, times 4 vessels)

Pro Forma Notes (in thousands of U.S. Dollars, except for share and per share data, unless otherwise noted):


(A)		Six vessels owned by the following Restis Family Affiliates were acquired by Seanergy: Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd., Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A. Two of the six vessels are newly-built, delivered and put into service in 2008.

(B)		The cash dividends paid per common share is the amount as contemplated in the Master Agreement, however, such dividend may not be able to be paid if sufficient cash from operations is not available or if the lenders under the credit facility place restrictions on the payment of dividends. Seanergy Maritime’s founding shareholders and the Restis affiliate shareholders have agreed with Seanergy for a one-year period to subordinate their rights to receive dividends with respect to the 5,500,000 original shares owned by them to the rights of Seanergy’s public shareholders, but only to the extent that Seanergy has insufficient funds to pay dividends in the aggregate amount of $1.20 per share.

(C)		Pro forma entries are recorded to the extent they are a direct result of the vessel acquisition and are expected to have continuing future impact.

(D)		No consideration has been given to up to 4,308,075 shares of Seanergy Maritime common stock potentially issuable to the Restis family as additional investment shares based upon attaining certain earnings thresholds. Management currently believes the earnings based thresholds can be achieved with the charters executed on the acquisition date, subject to achieving expected utilization and budgeted operating expense levels. Any shares issued upon attainment of these earnings thresholds will be treated as additional purchase consideration. See also Note E.


(E)		Basic common shares outstanding reflect the issuance of 5,500,000 net shares to Seanergy Maritime’s founding shareholders and 23,100,000 common shares issued in Seanergy Maritime’s September 2007 initial public offering as if these shares had been outstanding from January 1, 2007. In addition, basic common shares outstanding assume the redemption of 6,370,773 common shares as of January 1, 2007 as described in Note F. Basic and diluted earnings per share are the same as all common stock equivalents, convertible securities and contingently issuable shares are antidilutive. Basic and diluted pro forma weighted average number of common shares outstanding is calculated as follows:


	Number of
	Shares

Seanergy Maritime’s founding shareholders’ shares		5,500,000
Number of shares issued in connection with Seanergy Maritime’s initial public offering		23,100,000
Pro forma shares:
Shares redeemed by public shareholders (Note F)		(6,370,773	)

Pro forma weighted average number of common shares outstanding — basic and diluted		22,229,227


		Dilutive common shares outstanding exclude as antidilutive 23,100,000 common stock units, 16,016,667 Founders warrants, 2,000,000 underwriters’ purchase options, 2,260,000 shares issuable upon conversion of notes to the sellers and 4,308,075 common shares issuable to Restis upon the attainment of certain earnings thresholds.

(F)		On August 26, 2008, shareholders of Seanergy Maritime approved the vessel acquisition, with holders of 6,514,175 shares voting against the vessel acquisition. Of the shareholders voting against the vessel acquisition, holders of 6,370,773 shares properly demanded redemption of their shares and were paid $63,707,730, or $10.00 per share, which included a forfeited portion of the deferred underwriter’s contingent fee.


(G)		The margin on the Marfin term facility is 1.5% per annum, if the Total Assets to Total Liabilities ratio is greater than 165% and 1.75% if the ratio is less than 165%, to be tested quarterly. Based upon a calculation of the December 31, 2007 pro forma balance sheet, the ratio of Total Assets to Total Liabilities is 167%, accordingly, a margin of 1.5% has been utilized in these pro formas.

Seanergy Maritime Corp. and Subsidiary and Restis Family Affiliated Vessels Acquired

Unaudited Pro Forma Condensed Combined Balance Sheet
June 30, 2008
(In thousands of U.S. Dollars, except share and per share amounts, and US GAAP)


									Pro Forma
									Combined
	Seanergy								Companies
	Maritime								(with Actual
	Corp.		Pro Forma						Stock
	and		Adjustments and Eliminations						Redemption -
	Subsidiary		Debit			Credit			See Note I)

Assets
Current assets
Cash and cash equivalents	$	1,403		232,153	(1)		4,036	(2)	$	9,317
				163,350	(5)		7,414	(4)
				54,800	(10)		367,031	(3)
							200	(7)
							63,708	(8)
Money market funds — held in trust		232,153					232,153	(1)		—
Trade accounts and other assets		28								28

Total current assets		233,584								9,345
Deferred acquisition costs		1,501					1,501	(4)		—
Deferred loan costs		—		1,650	(5)					1,650
Vessels, net		—		395,281	(3)					403,016
				7,735	(4)

Total assets	$	235,085							$	414,011

Liabilities
Current liabilities
Current portion of Marfin Egnatia S.A. term facility	$	—					30,000	(5)	$	30,000
Current portion of Marfin Egnatia S.A. revolving facility		—					18,000	(10)		18,000
Trade accounts payable and accrued expenses		1,554		200	(7)					174
				1,180	(4)
Amounts due to underwriter		5,469		1,433	(9)					—
				4,036	(2)

Total current liabilities		7,023								48,174
Marfin Egnatia S.A. term facility, excluding current portion		—					135,000	(5)		135,000
Marfin Egnatia S.A. revolving facility, excluding current portion		—					36,800	(10)		36,800
Unsecured convertible note payable to Restis family		—					28,250	(3)		28,250

Total liabilities		7,023								248,224

Common stock subject to possible redemption		80,850		80,850	(6)					—
Shareholders’ equity


										Pro Forma
										Combined
	Seanergy									Companies
	Maritime									(with Actual
	Corp.			Pro Forma						Stock
	and			Adjustments and Eliminations						Redemption -
	Subsidiary			Debit			Credit			See Note I)

Common stock, $0.0001 par value		3			1	(8)					2
Additional paid-in capital		146,926			63,707	(8)		80,850	(6)		165,502
								1,433	(9)
Retained earnings		3,456									3,456
Shareholder distributions		(3,173	)								(3,173	)

Total shareholders’ equity		147,212									165,787

Total liabilities and shareholders’ equity	$	235,085								$	414,011

Pro Forma Adjustments and Eliminations (in thousands of U.S. Dollars, except for share and per share data, unless otherwise noted):


(1)		To liquidate investments held in trust.

(2)		To pay deferred underwriters’ compensation charged to capital at time of initial public offering but contingently payable upon the consummation of a business combination of $3,930, plus interest accrued thereon of $106.

(3)		To record the acquisition of six dry bulk carriers and other intangibles by Seanergy Maritime Holdings Corp. (“Seanergy”), a wholly owned subsidiary of Seanergy Maritime Corp. (“Seanergy Maritime”), pursuant to the purchase method of accounting for an aggregate purchase price of $395,281, comprised of (i) $367,031 in cash, (ii) $28,250 in the form of a convertible promissory note, convertible into 2,260,000 shares of Seanergy common stock at $12.50 per shares, and (iii) up to 4,308,075 shares of Seanergy common stock, subject to Seanergy meeting certain predetermined earnings thresholds. See Notes (C), (E) and (F) below. For purposes of the pro forma presentation, the entire amount of the acquisition cost has been preliminarily allocated to vessels as the purchase price allocation has not yet been finalized. We are still assessing the value of the vessels and whether other intangible assets have been acquired, including goodwill. However, based on our preliminary assessment, we have not identified any material intangible assets and expect to allocate substantially all of the acquisition cost to the vessels acquired. We believe that this is consistent within the shipping industry.

If identifiable intangible assets are recorded upon completion of the purchase price allocation, then the cost of such assets could be amortized over a different period of time rather than over the useful lives of the vessels. If goodwill is recorded, it would not be amortized but tested annually for impairment. Should intangible assets, including goodwill, be identified, we do not currently believe such amounts would be material.


(4)		To record payment of estimated direct transaction costs for the preparation and negotiation of the agreement related to the vessel acquisition based upon engagement letters, actual invoices and/or currently updated fee estimates as follows. See Note (F) below:


Merger and acquisition advisors fee	$	3,826
Finders fee		1,950
Legal fees		1,250
Accountants fees		50
Proxy solicitor fees		35
Printing and mailing		100
Road show fees and costs		190
Vessel due diligence		60
Fairness opinion		174
Miscellaneous costs		100

Total estimated direct transaction costs	$	7,735

Total estimated costs do not include contingent underwriters fees of approximately $5,363 and contingent legal fees of $200 that are payable upon consummation of the vessel acquisition as these costs were incurred in connection with Seanergy Maritime’s initial public offering and have already been provided for on Seanergy’s Maritime’s books. As of June 30, 2008, acquisition costs of $1,501 have been incurred including $1,180 of which is reflected in accounts payable and accrued expenses.


(5)		To record drawdown on Marfin Egnatia Bank S.A. term loan facility of $165,000, including loan arrangement and underwriting fees of $1,650. Per the facility agreement, the first four quarterly installments of the term facility are to be $7,500 each.

(6)		To reclassify common stock subject to redemption to permanent equity — see also Note (8).

(7)		To record the payment of legal fees contingently payable upon the consummation of a business combination.

(8)		To record redemption of 6,370,773 shares of Seanergy Maritime shares of common stock issued in Seanergy Maritime’s initial public offering, at June 30, 2008 redemption value of $10.00 per share of which $0.225 per share represents a portion of the underwriter’s contingent fee, which the underwriter’s have agreed to forego for each share redeemed and which is included in amounts due to underwriter and has already been charged to additional paid-in capital. See Note I below.

(9)		To reverse portion of deferred underwriters’ fee forfeited to redeeming shareholders ($0.225 per share times 6,370,773 shares).


(10)		To record drawdown on Marfin Egnatia Bank S.A. $90,000 revolving facility. Per the agreement, first principal reduction due on the revolving facility is one year from the date of the facility agreement in the amount of $18,000.

Pro Forma Notes (in thousands of U.S. Dollars, except for share and per share data, unless otherwise noted):


(A)		The current market prices of Seanergy Maritime’s common stock, common stock purchase warrants and common stock units were as follows as of January 12, 2009:


Market price per share of common stock (Nasdaq SHIP)	$	5.00

Market price per common stock warrant (Nasdaq SHIPW)	$	0.20


(B)		On May 20, 2008, the Restis Family purchased 2,750,000 shares of Seanergy Maritime founding shareholders common stock and 8,008,334 private placement warrants for the purchase of shares of Seanergy Maritime common stock from Messrs. Panagiotis and Simon Zafet for approximately $25,000. These common shares and common share warrants are currently being held in escrow and will remain in escrow until 12 months after the vessel acquisition.


(C)		No consideration has been given to up to 4,308,075 shares of Seanergy common stock potentially issuable to the Restis Family as additional investment shares based upon attaining certain earnings based thresholds. Management currently believes the earnings based thresholds can be achieved with the charters executed on the acquisition date, subject to achieving expected utilization and budgeted operating expense levels. Any shares issued upon attainment of these earnings will be treated as additional purchase consideration. See also Note F below.

(D)		Pro forma entries are recorded to the extent they are a direct result of the vessel acquisition and are expected to have continuing future impact and are factually supportable, regardless of whether or not they have continuing future impact or are non-recurring.


(E)		Six vessels owned by the following Restis Family Affiliates were acquired by Seanergy: Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd., Valdis Marine Corp., Kalistos Maritime S.A. And Kalithea Maritime S.A. Two of the six vessels are newly-built, delivered and put into service in May and August 2008, respectively.

(F)		The acquisition of the six dry bulk carriers, including two newly built vessels, by Seanergy, will be accounted for by the purchase method and accordingly, based upon management’s preliminary estimates, the total acquisition cost will be allocated to the acquired vessels. Actual allocations may differ. See also Note C above. These aggregate acquisition cost are summarized as follows:


Cash paid to the Restis family	$	367,031
Unsecured convertible note payable issued to the Restis family		28,250
Direct transaction costs		7,735

Total acquisition cost allocated to vessels	$	403,016


(G)		On July 15, 2008, Seanergy Maritime paid a distribution, consisting of the interest earned on the money market funds — held in trust for the period April 1, 2008 to June 30, 2008, subject to certain permitted adjustments, of $1,081 in total or $0.0468 per share to shareholders of record on July 9, 2008.

(H)		These pro formas are based upon the assumption that operations are sufficient to fund working capital and dividend payment needs and any drawdown on the revolving facility will be for the purpose of funding the redemption of common stock. In the event additional funds are needed to fund working capital and dividend payment needs, certain of Seanergy’s subsidiaries, as borrowers, have available, under a revolving facility, approximately $35,200 after taking into account actual redemptions.


(I)		On August, 26, 2008, shareholders of Seanergy Maritime approved the vessel acquisition, with holders of 6,514,175 shares voting against the vessel acquisition. Of the shareholders voting against the vessel acquisition, holders of 6,370,773 shares properly demanded redemption of their shares and were paid $63,707,730, or $10.00 per share, which included a forfeited portion of the deferred underwriter’s contingent fee.

Restis Family Affiliated Vessels Acquired

Unaudited Condensed Combined Statement of Operations
Conversion From IFRS to U.S. GAAP
Six Months Ended June 30, 2008
(In thousands of U.S. Dollars)


	As			Adjustments to Convert						As
	Reported In			IFRS to U.S. GAAP						Reported In
	IFRS			Debit			Credit			U.S. GAAP

Revenue from vessels	$	28,227								$	28,227
Direct voyage expenses		759									759

		27,468									27,468

Operating expenses
Crew costs		2,143									2,143
Management fees — related party		411									411
Other operating expenses		1,831									1,831
Depreciation expense		16,314						605	(1)		4,779
								10,930	(2)
Amortization of dry docking		—			605	(1)					605

Total operating expenses		20,699									9,769

Operating income		6,769									17,699

Other income (expense)
Interest income		36									36
Interest expense		(1,014	)								(1,014	)

Total other income (expense)		(978	)								(978	)

Net income	$	5,791								$	16,721

Adjustments to Convert From IFRS to U.S. GAAP (in thousands of U.S. Dollars, unless otherwise noted):


(1)		To reclassify the amortization of dry docking expenses that are considered a component of depreciation under IFRS.

(2)		To eliminate depreciation expense relating to the revaluation of the vessels to their fair value under IFRS.

Note:

These adjustments represent only certain significant adjustments from IFRS to U.S. GAAP and may not capture full conversion to U.S. GAAP.

Seanergy Maritime Corp. and Subsidiary and Restis Family Affiliated Vessels Acquired

Unaudited Pro Forma Condensed Combined Statement of Operations
Six Months Ended June 30, 2008
(In thousands of U.S. Dollars, except share and per share amounts, and US GAAP)


													Pro Forma
	Restis												Combined
	Family			Seanergy									Companies
	Affiliated			Maritime									(with Actual
	Vessels			Corp.			Pro Forma						Stock
	Acquired			and			Adjustments and Eliminations						Redemption -
	(Note A)			Subsidiary			Debit			Credit			See Note F)

Revenue from vessels	$	28,227		$	—								$	28,227
Direct voyage expenses		759			—									759

		27,468			—									27,468

Operating expenses
Crew costs		2,143			—									2,143
Management fees — related party		411			—			4	(10)					415
Other operating expenses		1,831			597									2,428
Depreciation expense (Note D)		4,779			—			7,588	(9)					12,367
Amortization of dry docking		605			—									605

Total operating expenses		9,769			597									17,958

Operating income (loss)		17,699			(597	)								9,510

Other income (expense)
Interest income		36			2,612			2,612	(5)					36
Interest expense		(1,014	)		—			118	(1)		1,014	(6)		(4,024	)
								2,370	(2)
								44	(7)
								481	(4)
								1,011	(3)

Total other income (expense)		(978	)		2,612									(3,988	)

Net income	$	16,721		$	2,015								$	5,522

Net income per common share -
Basic													$	0.25

Diluted													$	0.16

Weighted average number of common shares outstanding (Notes D and E) -
Basic														22,229,227

Diluted														34,497,073

Cash dividends paid per common share (Note B)
													$	0.60

Pro Forma Adjustments (in thousands of U.S. Dollars, except for share and per share data, unless otherwise noted):


(1)		To record amortization of deferred loan facility arrangement and underwriting fees based on provisions of the facility agreements ($1,650 / 84 mo X 6 mo).


(2)		To record interest expense on the 7 year Marfin Egnatia S.A. term loan facility as if it had been in place from the beginning of the period presented. Pursuant to the term loan facility, interest is calculated based upon the 3 month LIBOR rate, plus an applicable margin, as defined in the agreement. For calculation purposes, the LIBOR rate at December 31, 2008 of 1.44% per annum, plus a margin of 1.50% was utilized. For each 1/8 percentage point change in the annual interest rate charged, the resulting interest expense would change by $101 during the six month period.


(3)		To record interest expense on the 7 year Marfin Egnatia S.A. revolving facility as if it had been in place from the beginning of the period presented. Pursuant to the revolving facility, interest is calculated based upon the 3 month LIBOR rate, plus an applicable margin of 2.25%, as defined in the agreement. For calculation purposes, the LIBOR rate at December 31, 2008 of 1.44% per annum was utilized. For each 1/8 percentage point change in the annual interest rate charged, the resulting interest expense would change by $34 during the six month period.


(4)		To record interest expense on the unsecured convertible note payable to Restis family as if it had been in place from the beginning of the period presented. Interest at 2.9% per annum is due at maturity, in two years. Additionally, an arrangement fee of $288 is due at maturity and note prepayment is not permitted. ($28,250 X 2.9% / 12 mo X 6 mo + $288 / 24 mo X 6 mo = $481)

(5)		To eliminate interest income earned on funds held in trust.

(6)		To eliminate, effective January 1, 2008, interest expense on indebtedness of the Restis family affiliates to be acquired that is to be repaid pursuant to the agreements.

(7)		To record commitment fee on 7 year revolving facility at 0.25% per annum, payable quarterly in arrears, on the un-drawn revolving facility amount. These pro formas are based upon the assumption that operations are sufficient to fund working capital and dividend payment needs and any drawdown on the revolving facility will be for the purpose of funding the redemption of common stock. [($90,000 — $54,800) X 0.25% / 12 mo X 6 mo = $44]

(8)		Not used.

(9)		To record additional depreciation expense with respect to the four vessels in operation from January 1, 2008, as a result of the step-up in basis related to the purchase of the vessels. One newly built vessel was put into operation on May 20, 2008 and therefore depreciation has been recorded from that date. This adjustment does not include any depreciation on the vessel still under construction as of June 30, 2008.


(10)		To record increment in management fees per the management agreement dated May 20, 2008 of Euro 416 (US$540 at October 23, 2008) per day for the first year of the agreement. (New daily fee of $540, less former daily fee of $535, times 182 days, times 4 vessels, plus new daily fee of $540, less former daily fee of $535, times 41 days for a vessel put into operation on May 20, 2008)

Pro Forma Notes (in thousands of U.S. Dollars, except for share and per share data, unless otherwise noted):


(A)		Six vessels owned by the following Restis Family Affiliates were acquired by Seanergy: Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd., Valdis Marine Corp., Kalistos Maritime S.A. and Kalithea Maritime S.A. Two of the six vessels are newly-built, delivered and put into service in May and August 2008, respectively.

(B)		The cash dividends paid per common share is the amount required under the share purchase agreement, however, such dividend may not be able to be paid if sufficient cash from operations is not available or if the lenders under the credit facility place restrictions on the payment of dividends. The Restis family and Seanergy Maritime founders have agreed to waive dividends if Seanergy has insufficient funds to pay its scheduled dividend to all of its public shareholders, in which case such dividend shall be accrued and paid to them once Seanergy is current in the payment of its dividend to its public shareholders.


(C)		Pro forma entries are recorded to the extent they are a direct result of the vessel acquisition and are expected to have continuing future impact.


(D)		No consideration has been given to up to 4,308,075 shares of Seanergy common stock potentially issuable to the Restis family as additional investment shares based upon attaining certain earnings thresholds. Management currently believes the earnings based thresholds can be achieved with the charters executed on the acquisition date, subject to achieving expected utilization and budgeted operating expense levels. Any shares issued upon attainment of these earnings thresholds will be treated as additional purchase consideration. See also Note E below.


(E)		The actual number of shares redeemed have been utilized for both basic and dilutive shares outstanding, and the calculation is retroactively adjusted to eliminate such shares for the entire period (see Note F). Dilutive warrants include 23,100,000 public common stock warrants and 16,016,667 insider common stock warrants issued to the founders, less the number of treasury shares that could be repurchased with the assumed proceeds on exercise based on average stock prices during the reporting period. Basic and diluted pro forma weighted average number of common shares outstanding is calculated as follows:


	Number of
	Shares

Actual number of common shares outstanding		28,600,000
Pro forma shares:
Shares redeemed by public shareholders (Note F)		(6,370,773	)

Pro forma weighted average number of common shares outstanding — basic		22,229,227
Effect of dilutive warrants		12,267,846

Pro forma weighted average number of common shares outstanding — diluted		34,497,073

Dilutive common shares outstanding exclude 2,000,000 and 2,260,000 common shares issuable for underwriter purchase options and convertible notes payable to Restis as these instruments are antidilutive. Additionally, dilutive common shares outstanding exclude 4,308,075 contingently issuable shares related to the sellers earnout as it is assumed that earnings targets have not been met. If these shares were considered outstanding for the purposes of calculating dilutive common shares outstanding, diluted earnings per share would be $0.14.


(F)		On August, 26, 2008, shareholders of Seanergy Maritime approved the vessel acquisition, with holders of 6,514,175 shares voting against the vessel acquisition. Of the shareholders voting against the vessel acquisition, holders of 6,370,773 shares properly demanded redemption of their shares and were paid $63,707,730, or $10.00 per share, which included a forfeited portion of the deferred underwriter’s contingent fee.


(G)		The margin on the Marfin term facility is 1.5% per annum, if the Total Assets to Total Liabilities ratio is greater than 165% and 1.75% if the ratio is less than 165%, to be tested quarterly. Based upon the June 30, 2008 pro forma balance sheet, the ratio of Total Assets to Total Liabilities is 167%; accordingly, a margin of 1.5% has been utilized in these pro formas.

Restis Family Affiliated Vessels Acquired

Unaudited Condensed Combined Statement of Operations

Conversion From IFRS to U.S. GAAP

Six Months Ended June 30, 2008


	As Reported			Adjustments to Convert IFRS to U.S. GAAP						As Presented
	under IFRS			Debit			Credit			under U.S. GAAP
	(In thousands of U.S. dollars)

Revenue from vessels	$	28,227								$	28,227
Direct voyage expenses		759									759

		27,468									27,468

Operating expenses
Crew costs		2,143									2,143
Management fees — related party		411									411
Other operating expenses		1,831									1,831
Depreciation expense		16,314						605	(1)		4,779
								10,930	(2)
Amortization of dry docking		—			605	(1)					605

Total operating expenses		20,699									9,769

Operating income		6,769									17,699

Other income (expense)
Interest income		36									36
Interest expense		(1,014	)								(1,014	)

Total other income (expense)		(978	)								(978	)

Net income	$	5,791								$	16,721

Adjustments to Convert From IFRS to U.S. GAAP (in thousands of U.S. Dollars, unless otherwise noted):


(1)		To reclassify the amortization of dry docking expenses that are considered a component of depreciation under IFRS.

(2)		To eliminate depreciation expense relating to the revaluation of the vessels to their fair value under IFRS.

Note:

These adjustments represent only certain significant adjustments from IFRS to U.S. GAAP and may not capture full conversion to U.S. GAAP.


	Page

ENFORCEABILITY OF CIVIL LIABILITIES		ii
PROSPECTUS SUMMARY		1
SUMMARY FINANCIAL INFORMATION		11
RISK FACTORS		14
USE OF PROCEEDS		31
CAPITALIZATION OF SEANERGY MARITIME		32
SEANERGY’S BUSINESS		33
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION FOR SEANERGY MARITIME AND SEANERGY		45
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION FOR VESSELS		53
SEANERGY MARITIME CORP. AND SUBSIDIARY AND RESTIS FAMILY AFFILIATED VESSELS ACQUIRED UNAUDITED PRO FORMA SUMMARY FINANCIAL DATA		68
MANAGEMENT		83
PRINCIPAL SHAREHOLDERS OF SEANERGY MARITIME		90
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		93
DESCRIPTION OF SECURITIES		97
TAXATION		101
EXPENSES RELATING TO THIS OFFERING		107
LEGAL MATTERS		107
EXPERTS		107
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS		108
WHERE YOU CAN FIND ADDITIONAL INFORMATION		108
FINANCIAL STATEMENTS		F-1
EXHIBIT 4.1
EXHIBIT 4.2
EXHIBIT 4.3
EXHIBIT 5.1
EXHIBIT 8.1
EX-10.19: FORM OF JOINDER AGREEMENT
EXHIBIT 23.1
EXHIBIT 23.2


*		Enterprise Shipping and Trading, S.A., South African Marine Corporation S.A., Waterfront S.A., and Safbulk Pty Ltd., are each affiliated with members of the Restis family.


Nasdaq Stock Market symbols for our:

Common Shares		“SHIP”

Warrants		“SHIP.W”


									Restis Family
									Affiliates to be
	Restis Family								Acquired After
	Affiliates to be		Adjustments						Adjustments
	Acquired (Note E)		Debit			Credit			(Note E)
	(In thousands of U.S. dollars)

ASSETS
Current assets
Cash and cash equivalents	$	4,161							$	4,161
Restricted cash		—								—
Money market funds — held in trust		—								—
Trade accounts and other receivables		1,605								1,605
Inventories		458								458
Due from related parties		13,022								13,022
Amount due from Restis Family		—

Total current assets	$	19,246							$	19,246

Restricted cash		—
Deferred loan costs		—
Vessels		250,022		10,930	(A1)		1,177	(A2)		91,563
				5,483	(A4)		154,384	(A3)
							19,311	(A4)
Dry Docking				1,177	(A2)					1,177
Deferred Finance Charges				266	(A5)					266

Total assets	$	269,268	$	17,856		$	174,872		$