##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 20-F
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT
OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Date of event requiring this shell company report
 For the transition period from  to
 COMMISSION FILE NUMBER
 SEANERGY MARITIME HOLDINGS CORP.
  Republic of the Marshall Islands
 1-3 Patriarchou Grigoriou, 166 74 Glyfada, Athens, Greece
 Fax: 30 210 9638450
  Title of each class
    
    Name of each exchange on which registeredShares of common stock, par value $0.0001 per share
    
    Nasdaq Stock MarketWarrants to purchase shares of common stock
  
     o þ
  o þ
  þ o
  Large accelerated filer o
    
    Non-accelerated filer þ
    
    Accelerated filer o
  U.S. GAAP þ
    
    IFRS as issued by IASB o
    
    Other o
  o o
  o þ




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##### 



TABLE OF CONTENTS
 PagePART I
    
    
    1ITEM 1.
    
    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
    
    
    1ITEM 2.
    
    OFFER STATISTICS AND EXPECTED TIMETABLE
    
    
    1ITEM 3.
    
    KEY INFORMATION
    
    
    1ITEM 4.
    
    INFORMATION ON THE COMPANY
    
    
    20ITEM 4A
    
    UNRESOLVED STAFF COMMENTS
    
    
    33ITEM 5.
    
    OPERATING AND FINANCIAL REVIEW AND PROSPECTS
    
    
    33ITEM 6.
    
    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
    
    
    51ITEM 7.
    
    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
    
    
    60ITEM 8.
    
    FINANCIAL INFORMATION
    
    
    66ITEM 9.
    
    THE OFFER AND LISTING
    
    
    66ITEM 10.
    
    ADDITIONAL INFORMATION
    
    
    67ITEM 11.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    78ITEM 12.
    
    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
    
    
    78PART II
    
    
    79ITEM 13.
    
    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
    
    
    79ITEM 14.
    
    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF  PROCEEDS
    
    
    79ITEM 15.
    
    CONTROLS AND PROCEDURES
    
    
    79ITEM 16A.
    
    AUDIT COMMITTEE FINANCIAL EXPERT
    
    
    79ITEM 16B.
    
    CODE OF ETHICS
    
    
    80ITEM 16C.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    80ITEM 16D.
    
    EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
    
    
    80ITEM 16E.
    
    PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED  PURCHASERS
    
    
    81ITEM 16F.
    
    CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
    
    
    81ITEM 16G.
    
    CORPORATE GOVERNANCE
    
    
    81PART III
    
    
    82ITEM 17.
    
    FINANCIAL STATEMENTS
    
    
    82ITEM 18.
    
    FINANCIAL STATEMENTS
    
    
    82ITEM 19.
    
    EXHIBITS
    
    
    82EX-12.1EX-12.2EX-13.1EX-13.2
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##### Table of Contents



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
  
    
    our future operating or financial results;
    
    our financial condition and liquidity, including our ability to obtain additional
financing in the future to fund capital expenditures, acquisitions and other general corporate
activities;
    
    our ability to pay dividends in the future;
    
    dry bulk shipping industry trends, including charter rates and factors affecting
vessel supply and demand;
    
    future, pending or recent acquisitions, business strategy, areas of possible
expansion, and expected capital spending or operating expenses;
    
    the useful lives and value of our vessels;
    
    availability of crew, number of off-hire days, dry-docking requirements and insurance
costs;
    
    global and regional economic and political conditions;
    
    our ability to leverage Safbulk Pty Ltds., or Safbulks, and Enterprises Shipping
and Trading, S.A.s, or ESTs, relationships and reputation in the dry bulk shipping industry;
    
    changes in seaborne and other transportation patterns;
    
    changes in governmental rules and regulations or actions taken by regulatory
authorities;
    
    potential liability from future litigation and incidents involving our vessels;
    
    acts of terrorism and other hostilities; and
    
    other factors discussed in Item 3D. Risk Factors.
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PART I
 References in this annual report to Seanergy, we, us, or our company refer to Seanergy
Maritime Holdings Corp. and our subsidiaries but if the context otherwise requires, may refer only
to Seanergy Maritime Holdings Corp. References in this annual report to Seanergy Maritime refer
to our predecessor, Seanergy Maritime Corp.
 
 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
  
 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
  
 ITEM 3. KEY INFORMATION
 A. Selected Financial Data
    1




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From Inception(August 15, 2006) toYears Ended December 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2006Statement of Operations Data:Vessel revenue  related party, net
    
    $
    34,453
    
    
    $
    
    
    
    $
    Direct voyage expenses
    
    $
    (151
    )
    
    $
    
    
    
    $
    Vessel operating expenses
    
    $
    (3,180
    )
    
    $
    
    
    
    $
    Voyage expenses  related party
    
    $
    (440
    )
    
    $
    
    
    
    $
    Management fees  related party
    
    $
    (388
    )
    
    $
    
    
    
    $
    General and administration expenses
    
    $
    (1,840
    )
    
    $
    (445
    )
    
    $
    (5
    )General and administration expenses 
related party
    
    $
    (430
    )
    
    $
    
    
    
    $
    Depreciation
    
    
    (9,929
    )
    
    
    
    
    
    $
    Goodwill impairment loss
    
    $
    (44,795
    )
    
    $
    
    
    
    $
    Vessels impairment loss
    
    $
    (4,530
    )
    
    $
    
    
    
    $
    Interest income  money market funds
    
    $
    3,361
    
    
    $
    1,948
    
    
    $
    1Interest and finance costs
    
    $
    (4,077
    )
    
    $
    (58
    )
    
    $
    Foreign currency exchange (losses), net
    
    $
    (39
    )
    
    $
    
    
    
    $
    Net (loss)/income
    
    $
    (31,985
    )
    
    $
    1,445
    
    
    $
    (4
    )
 December 31,2008
    
    
    2007
    
    
    2006Balance Sheet Data:Total current assets
    
    $
    29,814
    
    
    $
    235,213
    
    
    $
    376Vessels, net
    
    $
    345,622
    
    
    $
    
    
    
    $
    Total assets
    
    $
    378,202
    
    
    $
    235,213
    
    
    $
    632Total current liabilities, including
current portion of long-term debt
    
    $
    32,999
    
    
    $
    5,995
    
    
    $
    611Long-term debt, net of current portion
    
    $
    213,638
    
    
    $
    
    
    
    $
    Total shareholders equity
    
    $
    131,565
    
    
    $
    148,369
    
    
    $
    20
 B. Capitalization and Indebtedness
  C. Reasons for the Offer and Use of Proceeds
  2




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D. 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
annual report before making a decision to invest in our securities.


Risk Factors Relating to Seanergy


If we fail to manage our planned growth properly, we may not be able to successfully expand our
fleet, adversely affecting our overall financial position.





    
    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 our existing operations;
    
    enhancing our customer base;
    
    managing our expansion; and
    
    obtaining required financing, which could include debt, equity or combinations
thereof.




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.




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




3




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
    
    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;
    
    change or terminate the management of the vessels or terminate or materially amend the
management agreement relating to each vessel; and
    
    sell the vessels.
  
    
    The ratio of total liabilities to total assets;
    
    The ratio of total net debt owed to LTM (last twelve months) EBITDA;
    
    The ratio of LTM EBITDA to net interest expense;
    
    The ratio of cash deposits held to total debt; and
    
    A security margin, or the Security Margin Clause, whereby the aggregate market value
of the vessels and the value of any additional security should be at least 135% of the aggregate of
the debt financing and any amount available for drawing under the revolving facility, less the
aggregate amount of all deposits maintained. A waiver from Marfin has been received with respect to
this clause, so long as the vessels continue to be under charter and dividends and repayments of
shareholders loans are not made without the prior written consent of Marfin.
   We may recognize an impairment of our vessels and other long-lived assets due to declining charter
values and oversupply of dry bulk carrier capacity.
  4




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Servicing debt will limit funds available for other purposes, including capital expenditures and
payment of dividends.
  Credit market volatility may affect our ability to refinance our existing debt, borrow funds under
our revolving credit facility or incur additional debt.
  Increases in interest rates could increase interest payable under our variable rate indebtedness.
  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.
  5




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Because South African Marine Corporation S.A., an affiliate, or 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 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.
  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.
  We are dependent on each of EST and Safbulk for the management and commercial brokerage of our
fleet.
  6




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EST, Safbulk and SAMC are privately held companies and there is little or no publicly available
information about them.
  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.
  Risks involved with operating ocean-going vessels could affect our business and reputation, which
would adversely affect our revenues.
  
    
    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.
  Our vessels may suffer damage and we may face unexpected dry docking costs, which could adversely
affect our cash flow and financial condition.
  7




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Purchasing and operating second hand vessels may result in increased operating costs and vessel
off-hire, which could adversely affect our earnings.
     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.
  Rising fuel prices may adversely affect our profits.
  Our worldwide operations will expose us to global risks that may interfere with the operation of
our vessels.
  8




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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 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.
  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.
   9




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
    
    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.
  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.
  10




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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, or any of our vessel-owning subsidiaries, may become subject to U.S. federal income taxation on
our U.S. source shipping income.
  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.
  11




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
    
    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;
    
    our director nominees must be selected or recommended by a majority of the independent
directors or a nomination committee comprised solely of independent directors; and
    
    certain issuances of 20% or more of our common stock would be subject to shareholder
approval.
   The Republic of Marshall Islands has no bankruptcy act.
  12




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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 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.
  You may experience dilution as a result of the exercise of our Warrants, conversion of the Note and
issuance of our common stock upon meeting certain EBITDA thresholds.
  The Restis affiliate shareholders hold approximately 71.93% of our outstanding common stock and the
founding shareholders of Seanergy Maritime 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 of our common stock, the Restis affiliate shareholders may receive an additional
6,568,075 of our outstanding common stock within two years after the closing of the vessel
acquisition. This may limit your ability to influence our actions.
  13




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The market price of our common stock may in the future be subject to significant fluctuations.
  
    
    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.
  14




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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.
  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.
   
    
    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 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.
  15




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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.
   Significant volatility in the world economy could have a material adverse effect on our business,
financial position and results of operations.
  An oversupply of dry bulk carrier capacity may lead to reductions in charter rates and our
profitability.
  16




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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.
  An economic slowdown in the Asia Pacific region could have a material adverse effect on our
business, financial position and results of operations.
  We may become dependent on spot charters in the volatile shipping markets which may have an adverse
impact on stable cash flows and revenues.
  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.
  17




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We are subject to regulation and liability under environmental laws that could require significant
expenditures and affect our cash flows and net income.
    The operation of dry bulk carriers has particular operational risks which could affect our earnings
and cash flow.
  If any of our vessels fails to maintain its class certification and/or fails any annual survey,
intermediate survey, dry docking or special survey, it could have a material adverse impact on our
financial condition and results of operations.
  18




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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.
  Maritime claimants could arrest our vessels, which could interrupt its cash flow.
   Governments could requisition our vessels during a period of war or emergency, resulting in loss of
earnings.
  Because we operate our vessels worldwide, terrorism and other events outside our control may
negatively affect our operations and financial condition.
  19




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ITEM 4. INFORMATION ON THE COMPANY
 Our Organization and Corporate Structure
  Business Combination
     20




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Vessel Acquisition
   Dissolution and Liquidation
   21




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Seanergys Fleet
  Term of
    
    Daily Time CharterTime Charter
    
    HireVessel(1)
    
    Vessel-Owning Subsidiary(2)
    
    Type
    
    Dwt
    
    Year Built
    
    Party(3)
    
    Rates(4)(5)African Oryx
    
    Cynthera Navigation Ltd.
    
    Handysize
    
    
    24,110
    
    
    
    1997
    
    
    11-13 months
    
    $
    30,000African Zebra
    
    Waldeck Maritime Co.
    
    Handymax
    
    
    38,623
    
    
    
    1985
    
    
    11-13 months
    
    $
    36,000Bremen Max
    
    Martininque Intl Corp.
    
    Panamax
    
    
    73,503
    
    
    
    1993
    
    
    11-13 months
    
    $
    65,000Hamburg Max
    
    Harbour Business Intl Corp.
    
    Panamax
    
    
    72,338
    
    
    
    1994
    
    
    11-13 months
    
    $
    65,000Davakis G.
    
    Amazons Management Inc.
    
    Supramax
    
    
    54,051
    
    
    
    2008
    
    
    11-13 months
    
    $
    60,000Delos Ranger
    
    Lagoon Shipholding Ltd.
    
    Supramax
    
    
    54,051
    
    
    
    2008
    
    
    11-13 months
    
    $
    60,000Total
    
    
    
    
    
    
    
    
    
    
    316,676
 
 (1)
    
    Each vessel is registered in the Bahamas except the M/V Bremen Max and the 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)
    
    The charters expire in September 2009.(4)
    
    Daily time charter rates represent the hire rates that SAMC pays to charter the respective
vessels from Seanergys vessel-owning subsidiaries.(5)
    
    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.   Panamax.
  Handymax/Supramax.
  Handysize.
 22




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Charter Party Agreements
     Management of the Fleet
   23




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Brokerage Agreement
  Management Agreement
      Shipping Committee
  24




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Distinguishing Factors and Business Strategy
  
    
    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 11 to 13 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
 25




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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. However, given the current situation of the dry bulk
market it is unlikely that these vessels will be offered up for sale. 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 proceeds from the exercise of the Warrants, if any, 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 any or all of the Warrants will be exercised.
 The Dry Bulk Shipping Industry
   Charter Hire Rates
     26




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##### Table of Contents



Recent Significant Decline in Dry Bulk Charter Hire Rates
  Vessel Prices
  Properties
  Competition
  Environmental and Other Regulations
  27




---



##### Table of Contents



International Maritime Organization
   The United States Oil Pollution Act of 1990
   28




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##### Table of Contents



The United States Clean Water Act
   Other Environmental Initiatives
  29




---



##### Table of Contents



Vessel Security Regulations
  30




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##### Table of Contents




    
    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.
  Inspection by Classification Societies
   Vessel
    
    Next Schedule Dry dock
    
    Estimated CostAfrican Oryx
    
    October 2010
    
    $
    500,000African Zebra*
    
    February 2011
    
    $
    900,000Bremen Max
    
    June 2011
    
    $
    800,000Hamburg Max
    
    April 2009
    
    $
    1,100,000  $1,200,000Davakis G.
    
    May 2011
    
    $
    450,000Delos Ranger
    
    August 2011
    
    $
    450,000
 
 *
    
    On February 24, 2009, the African Zebra commenced its scheduled dry-docking which is estimated to
be completed by the end of April 2009 at an estimated cost of between $1,000,000 and $1,500,000.  31




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Risk of Loss and Liability Insurance
 General
  Hull and Machinery Insurance
   Protection and Indemnity Insurance
   32




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##### Table of Contents



Legal Proceedings
  
 ITEM 4A UNRESOLVED STAFF COMMENTS
  
 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 You should read the following discussion and analysis of our consolidated financial condition
and results of operations together with our consolidated financial statements and notes thereto
that appear elsewhere in this annual report. Seanergys consolidated financial statements have been
prepared in conformity with United States Generally Accepted Accounting Principles (US 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.
  Overview
    33




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34




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##### Table of Contents



Recent Accounting Pronouncements
     35




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##### Table of Contents



Critical Accounting Policies and Estimates
  Business combination  allocation of the purchase price in a business combination
   Impairment of long-lived assets
  36




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##### Table of Contents



Goodwill Impairment
  Vessel Depreciation
   Dry Docking Costs
  37




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##### Table of Contents



Variable Interest Entities
  Important Measures for Analyzing Results of Operations Following the Vessel Acquisition
  
    
    Ownership days. Ownership days are the total number of calendar days in a period during
which the Company 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 Company vessels are off-hire due to major repairs, dry dockings 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 available 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 excluding scheduled
repairs, vessel upgrades, dry dockings 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 unscheduled repairs and
unscheduled dry docking.
    
    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.
    
    TCE.Time charter equivalent or TCE rates are defined as our time charter revenues less
voyage expenses during a period divided by the number of our available days during the period,
which is consistent with industry standards. Voyage expenses include port charges, bunker (fuel oil
and diesel oil) expenses, canal charges and commissions.
 38




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##### Table of Contents



Revenues
  
    
    The nature and duration of the Company charters;
    
    The amount of time that the Company spent repositioning its vessels;
    
    The amount of time that the Company vessels spent in dry dock undergoing repairs;
    
    Maintenance and upgrade work;
    
    The age, condition and specifications of the Company 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.
     Vessel Operating Expenses
  Depreciation
  39




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Seasonality
  Principal Factors Affecting Our Business Following the Vessel Acquisition
  
    
    Number of vessels owned and operated;
    
    Charter market rates and periods of charter hire;
    
    Vessel operating expenses and direct voyage costs, which were incurred in both U.S. Dollars
and other currencies, primarily Euros;
    
    Depreciation expenses, which were a function of the cost, any significant post-acquisition
improvements, estimated useful lives and estimated residual scrap values of Company vessels;
    
    Financing costs related to indebtedness associated with the vessels; and
    
    Fluctuations in foreign exchange rates.
 40




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Performance Indicators
  Year EndedDecember 31, 2008Fleet Data:Average number of vessels (1)
    
    
    5.5Ownership days (2)
    
    
    686Available days (3)
    
    
    686Operating Days (4)
    
    
    678Fleet utilization (5)
    
    
    98.9
    %Average Daily Results:Average TCE rate (6)
    
    $
    49,362Vessel operating expenses (7)
    
    $
    4,636Management fees (8)
    
    $
    566Total vessel operating expenses (9)
    
    $
    5,202
 
 (1)
    
    Average number of vessels is the number of vessels that constituted the Company fleet for the
relevant period (from August 28, 2008 up to December 31, 2008), as measured by the sum of the
number of days each vessel was a part of the Companys fleet during the relevant period divided by
the number of available days in the relevant 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 Companys fleet over a period
and affect both the amount of revenues and the amount of expenses that the Company 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, dry dockings 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 determined by dividing the number of operating days during a period by the
number of available 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 excluding scheduled repairs, vessel
upgrades, dry dockings or special or intermediate surveys.(6)
    
    Time charter equivalent or TCE rates are defined as our time charter revenues less voyage
expenses during a period divided by the number of our available days during the period, which is
consistent with industry standards. Voyage expenses include port charges, bunker (fuel oil and
diesel oil) expenses, canal charges and commissions. 41




---



##### Table of Contents



(In thousands of US Dollars, except per diem amounts)
 Year EndedDecember 31, 2008Net revenues from vessels
    
    $
    34,453Voyage expenses
    
    
    (151
    )Voyage expenses  related party
    
    
    (440
    )Net operating revenues
    
    $
    33,862Available days
    
    
    686Time charter equivalent rate
    
    $
    49,362
 
 (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: (In thousands of US Dollars, except per diem amounts)
 Year EndedDecember 31, 2008Operating expenses
    
    $
    3,180Ownership days
    
    
    686Daily vessel operating expenses
    
    $
    4,636
 
 (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. Results of Operations
 Year ended December 31, 2008 (fiscal 2008) as compared to year ended December 31, 2007 (fiscal 2007)
 Vessel Revenue  Related Party, Net
 Direct Voyage Expenses
 42




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Vessel Operating Expenses
 Voyage Expenses Related Party
 Management Fees Related Party
 General and Administration Expenses
 General and Administration Expenses Related Party
 Depreciation
 Goodwill Impairment Loss
 43




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##### Table of Contents



Vessels Impairment Loss
  Interest and Finance Costs
 Interest Income Money Market Funds
 Net (Loss)/Income
 44




---



##### Table of Contents



Year Ended December 31, 2007 and the period from August 15, 2006 (Inception) to December 31, 2006
   Liquidity and Capital Resources
      45




---



##### Table of Contents



Cash Flows
 Operating activities
 Investing activities
 46




---



##### Table of Contents



Financing activities
 Credit Facilities
 Revolving Credit Facility
    Term Facility
     47




---



##### Table of Contents




    
    not to borrow any money or permit such borrowings to continue other than by way of
subordinated shareholders loans or enter into any agreement for deferred terms, other than in any
customary suppliers credit terms or any equipment lease or contract hire agreement other than in
ordinary course of business;
    
    no loans, advances or investments in, any person, firm, corporation or joint venture
or to any officer director, shareholder or customer;
    
    not to assume, guarantee or otherwise undertake the liability of any person, firm, or
company;
    
    not to authorize any capital commitments;
    
    not to declare or pay dividends in any amount greater than 60% of the net cash flow of
Seanergy, on a consolidated basis as determined by the lender on the basis of the most recent
annual audited financial statements provided, or repay any shareholders loans or make any
distributions in excess of the above amount without the lenders prior written consent (see below
for terms of waiver obtained on December 31, 2008);
    
    not to change our Chief Executive Officer and/or Chairman without the prior written
consent of the lender;
    
    not to assign, transfer, sell or otherwise dispose of vessels or any of the property,
assets or rights without the prior written consent of the lender;
    
    to ensure that the members of the Restis and Koutsolioutsos families (or companies
affiliated with them) own at all times an aggregate of at least 10% of our issued share capital;
    
    no change of control without the written consent of the lender;
    
    not to engage in any business other than the operation of the vessels without the
prior written consent of the lender;
    
    not to violate the security margin clause, which provides that: the aggregate market
values of the vessels and the value of any additional security shall not be less than (or at least)
135% of the aggregate of the outstanding amounts under the revolving credit and term facilities and
any amount available for drawing under the revolving facility, less the aggregate amount of all
deposits maintained. A waiver dated December 31, 2008 has been received for the period that the
vessels continue to be under their current charter agreements. The waiver also stipulates that
dividends will not be declared and/or any shareholders loans repaid without the prior written
consent of Marfin.
 48




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
    
    ratio of financial indebtedness to earnings, before interest, taxes, depreciation and
amortization (EBITDA) shall be less than 6.5:1 (financial indebtedness or net debt are defined is
the sum of all outstanding debt facilities minus cash and cash equivalents). The covenant is to be
tested quarterly on an LTM basis (the last twelve months). The calculation of the covenant is not
applicable for the quarter ended December 31, 2008.
    
    the ratio of LTM (last twelve months) EBITDA to net interest expense shall not be
less than 2:1. The covenant is to be tested quarterly on a LTM basis. The calculation of the
covenant is not applicable for the quarter ended December 31, 2008.
    
    the ratio of total liabilities to total assets shall not exceed 0.70:1;
    
    unrestricted cash deposits, other than in favor of the lender shall not be less than
2.5% of the financial indebtedness; and
    
    average quarterly unrestricted cash deposits, other than in favor of the lender, shall
not be less than 5% of the financial indebtedness.
  Promissory Note
  Capital Requirements
   Vessel
    
    Next Schedule Dry dock
    
    Estimated CostAfrican Oryx
    
    October 2010
    
    $
    500,000African Zebra*
    
    February 2011
    
    $
    900,000Bremen Max
    
    June 2011
    
    $
    800,000Hamburg Max
    
    April 2009
    
    $
    1,100,000  $1,200,000Davakis G.
    
    May 2011
    
    $
    450,000Delos Ranger
    
    August 2011
    
    $
    450,000
 
 *
    
    On February 24, 2009, the African Zebra commenced its scheduled dry-docking which is
estimated to be completed by the end of April 2009. Estimated cost of between $1,000,000 and
$1,500,000. Debt Repayment and Terms
  49




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Dollars in thousands
 ConvertiblepromissoryReducing revolving
    
    
    note dueTerm Facility
    
    
    credit facility
    
    
    to shareholders
    
    
    Total2009
    
    $
    27,750
    
    
    $
    
    
    
    $
    
    
    
    $
    27,7502010
    
    
    18,950
    
    
    
    
    
    
    
    28,250
    
    
    
    47,2002011
    
    
    12,800
    
    
    
    6,845
    
    
    
    
    
    
    
    19,6452012
    
    
    12,800
    
    
    
    12,000
    
    
    
    
    
    
    
    24,8002013
    
    
    12,800
    
    
    
    12,000
    
    
    
    
    
    
    
    24,800Thereafter
    
    
    72,400
    
    
    
    24,000
    
    
    
    
    
    
    
    96,400$
    157,500
    
    
    $
    54,845
    
    
    $
    28,250
    
    
    $
    240,595
 Inflation
  Off-Balance Sheet Arrangements
  Contractual Obligations and Commercial Commitments
  2014 and2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    thereafter
    
    TotalRevolving credit facility (1)
    
    $
    
    
    
    $
    
    
    
    $
    6,845
    
    
    $
    12,000
    
    
    $
    12,000
    
    
    $
    24,000
    
    
    $
    54,845Interest on revolving credit facility (2)
    
    
    2,331
    
    
    
    2,331
    
    
    
    2,185
    
    
    
    1,785
    
    
    
    1,275
    
    
    
    1,147
    
    
    
    11,054Property leases (3)
    
    
    655
    
    
    
    655
    
    
    
    655
    
    
    
    573
    
    
    
    
    
    
    
    
    
    
    
    2,538Term facility
    
    
    27,750
    
    
    
    18,950
    
    
    
    12,800
    
    
    
    12,800
    
    
    
    12,800
    
    
    
    72,400
    
    
    
    157,500Convertible promissory note due to
shareholders (face value)
    
    
    
    
    
    
    28,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,250Interest on term facility (4)
    
    
    5,484
    
    
    
    4,570
    
    
    
    3,975
    
    
    
    3,495
    
    
    
    3,015
    
    
    
    4,121
    
    
    
    24,660Management fees (5)
    
    
    1,211
    
    
    
    1,235
    
    
    
    1,259
    
    
    
    1,283
    
    
    
    1,309
    
    
    
    
    
    
    
    6,297Total
    
    $
    37,431
    
    
    $
    55,991
    
    
    $
    27,719
    
    
    $
    31,936
    
    
    $
    30,399
    
    
    $
    101,668
    
    
    $
    285,144
 
 (1)
    
    Commencing one year from signing the loan agreement, the revolving facility shall be reduced
to the applicable limit available on such reduction date. The first annual reduction will reduce
the available credit amount by $18,000,000 i.e. to $72,000,000 in August 2009, followed by five
consecutive annual reductions of $12,000,000 and any outstanding balance to be fully repaid
together with the balloon payment of the term loan. The annual principal payments on the revolving
credit facility are based on the amount drawn down as of December 31, 2008.(2)
    
    The revolving credit facility bears interest at LIBOR plus 2.25%. In addition, an
availability fee of 0.25% is computed on the un-drawn un-cancelled amount. Interest has been
computed by using a LIBOR rate of 2% for all years presented.(3)
    
    The property lease reflects our lease agreement with Waterfront for the lease of our executive
offices. The initial lease term is for a period of three years with an option to extend for three
more years. The lease payments are EURO 42,000 per month. The monthly payment due under property
lease in dollars has been computed by using a rate of EURO/$1.30. 50




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##### Table of Contents



(4)
    
    The term facility bears interest at a three-month LIBOR plus 1.5%, if our ratio of total
assets to total liabilities is greater than 165%, which is increased to 1.75% if the ratio is equal
or less that 165%. Interest has been computed by using a LIBOR rate of 2% for all years presented
and a rate of 1.75% assuming that the ratio of total assets to total liabilities is less than 165%.(5)
    
    Management fees for 2009 are Euro 425 per vessel per day, which thereafter are adjusted on an
annual basis as defined per the agreement. Management fees in dollars have been computed by using a
rate of EURO/$1.30, an assumption of 2% increase annually and 365 days per year. 
 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 A. Directors and Senior Management
  Name
    
    Age
    
    Position
    
    ClassGeorgios Koutsolioutsos
    
    
    39
    
    
    Chairman of the Board of Directors
    
    CDale Ploughman
    
    
    62
    
    
    Chief Executive Officer and Director
    
    BChristina Anagnostara
    
    
    38
    
    
    Chief Financial Officer and Director
    
    BIoannis Tsigkounakis
    
    
    42
    
    
    Secretary and Director
    
    BAlexios Komninos
    
    
    42
    
    
    Director
    
    BKostas Koutsoubelis
    
    
    53
    
    
    Director
    
    CElias M. Culucundis
    
    
    65
    
    
    Director
    
    AGeorge Taniskidis
    
    
    47
    
    
    Director
    
    AKyriakos Dermatis
    
    
    61
    
    
    Director
    
    CAlexander Papageorgiou
    
    
    35
    
    
    Director
    
    CDimitrios N. Panagiotopoulos
    
    
    47
    
    
    Director
    
    AGeorge Tsimpis
    
    
    62
    
    
    Director
    
    B
  Georgios Koutsolioutsos
 51




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##### Table of Contents



Dale Ploughman
 Christina Anagnostara
 Ioannis Tsigkounakis
 Alexios Komninos
 52




---



##### Table of Contents



Kostas Koutsoubelis
 Elias M. Culucundis
 George Taniskidis
 53




---



##### Table of Contents



Kyriakos G. Dermatis
 Alexander Papageorgiou
 Dimitrios Panagiotopoulos
 George Tsimpis
 54




---



##### Table of Contents



Voting Agreement
       B. Compensation
  55




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##### Table of Contents



Board Committees
  Audit Committee
   Compensation Committee
  Nominating Committee
  Shipping Committee
   56




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##### Table of Contents



Director Independence
   Employees
  E. Share Ownership
  
    
    Each person known by us to be the beneficial owner of more than 5% of our outstanding
shares of common stock;
    
    Each of our officers and directors; and
    
    Our officers and directors as a group.
 57




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##### Table of Contents



Percentage of
    
    
    
    
    
    Percentage ofOutstanding
    
    
    
    
    
    OutstandingCommon
    
    
    
    
    
    CommonName and Address of Beneficial Owner(1)
    
    Voting Power
    
    Stock
    
    Investment Power
    
    StockGeorgios Koutsolioutsos(2)
    
    
    21,638,161
    (3)(4)(8)
    
    
    74.39
    %
    
    
    9,568,380
    (6)
    
    
    32.89
    %Alexios Komninos(2)
    
    
    15,753,378
    (3)(8)
    
    
    67.78
    %
    
    
    1,183,417
    (6)
    
    
    5.09
    %Ioannis Tsigkounakis(2)
    
    
    15,272,877
    (3)(8)
    
    
    67.10
    %
    
    
    557,916
    (6)
    
    
    2.45
    %Dale Ploughman
    
    
    0
    
    
    
    *
    
    
    
    0
    
    
    
    *Kostas Koutsoubelis
    
    
    0
    
    
    
    *
    
    
    
    0
    
    
    
    *Elias M. Culucundis
    
    
    0
    
    
    
    *
    
    
    
    0
    
    
    
    *Christina Anagnostara
    
    
    0
    
    
    
    *
    
    
    
    0
    
    
    
    *George Taniskidis
    
    
    0
    
    
    
    *
    
    
    
    0
    
    
    
    *Kyriakos Dermatis
    
    
    0
    
    
    
    *
    
    
    
    0
    
    
    
    *Alexander Papageorgiou
    
    
    0
    
    
    
    *
    
    
    
    0
    
    
    
    *Dimitrios N. Panagiotopoulos
    
    
    0
    
    
    
    *
    
    
    
    0
    
    
    
    *George Tsimpis
    
    
    0
    
    
    
    *
    
    
    
    0
    
    
    
    *United Capital Investments
Corp.(7)(8)
    
    
    19,159,295
    (3)(5)(8)
    
    
    76.07
    %
    
    
    7,649,030
    (6)
    
    
    30.37
    %Atrion Shipholding S.A.(7)(8)
    
    
    17,874,544
    (3)(8)
    
    
    73.37
    %
    
    
    5,751,278
    (6)
    
    
    23.61
    %Plaza Shipholding Corp.(7)(8)
    
    
    18,008,138
    (3)(5)(8)
    
    
    73.91
    %
    
    
    5,884,872
    (6)
    
    
    24.15
    %Comet Shipholding Inc.(7)(8)
    
    
    17,953,885
    (3)
    
    
    73.45
    %
    
    
    5,251,278
    (6)
    
    
    23.85
    %Benbay Limited
    
    
    7,649,030
    (6)
    
    
    30.37
    %
    
    
    7,149,030
    (6)
    
    
    28.38
    %United Capital Trust, Inc.
    
    
    7,649,030
    (6)
    
    
    30.37
    %
    
    
    7,149,030
    (6)
    
    
    28.38
    %HBK Investments LP(9)
    
    
    2,314,587
    
    
    
    10.35
    %
    
    
    2,314,587
    
    
    
    10.35
    %Aldebaran Investments LLC(10)
    
    
    3,085,257
    
    
    
    9.74
    %
    
    
    3,085,257
    
    
    
    9.74
    %Nisswa Acquisition Master
Fund Ltd.(11)
    
    
    3,300,874
    
    
    
    14.76
    %
    
    
    3,300,874
    
    
    
    14.76
    %Integrated Core Strategies
(US) LLC(12)
    
    
    1,647,408
    
    
    
    6.9
    %
    
    
    1,647,408
    
    
    
    6.9
    %All directors and executive
officers as a group (12
individuals)
    
    
    22,919,494
    (3)(4)
    
    
    75.47
    %
    
    
    11,309,713
    
    
    
    37.24
    %
 
 *
    
    Less than one (1%) percent.(1)
    
    Unless otherwise indicated, the business address of each of the shareholders is 1-3
Patriarchou Grigoriou, 166 74 Glyfada, Athens, Greece.(2)
    
    Includes 6,727,000 shares, 880,927 shares, and 400,416 shares of our common stock for Mr. Koutsolioutsos,
Mr. Komninos and Mr. Tsigkounakis, respectively, issuable upon exercise of warrants, which
became exercisable on September 24, 2008.(3)
    
    Includes an aggregate of 14,872,461 shares of our common stock owned by the Restis affiliated
shareholders, United Capital Investments, Atrion, Plaza and Comet, and Seanergy Maritimes
founding shareholders, which are subject to the Voting Agreement, as amended, described above.(4)
    
    Includes 38,700 shares of our common stock purchased on August 29, 2008, as to which Mr.
Koutsolioutsos has sole voting power.(5)
    
    Includes 70,000 shares of common stock owned by Argonaut SPC, a fund managed by Oxygen
Capital AEPEY an entity affiliated with Victor Restis and Katia Restis. 58




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##### Table of Contents



(6)
    
    None of the Restis affiliate shareholders, or other shareholders who are affiliates of the
Restis family, or Seanergy Maritimes founding shareholders has shared voting power and
investment power with respect to any of the shares beneficially owned, except for (i)
19,159,295 and 7,649,030 shares included for United Capital Investments Corp. as to which it
has shared voting power and investment power, respectively, (ii) 14,872,461 shares and 70,000
shares included for Plaza Shipholding Corp. as to which each of United and Plaza have shared
voting power and investment power, respectively, and (iii) 14,872,461 shares included for
Atrion Shipholding Corp., Comet Shipholding Inc., George Koutsolioutsos, Alex Komninos and
Ioannis Tsigkounakis as to which each such person or entity has shared voting power; and (iv)
7,649,030 shares included for United Capital Investments Corp., United Capital Trust, Inc. and
Benbay Limited as to which each of United Capital Investments, United Capital Trust and Benbay
have shared voting and investment power.(7)
    
    On May 20, 2008, each of United Capital Investments, Atrion, Plaza and Comet, each of which
is controlled by Victor Restis, Bella Restis, Katia Restis and Claudia Restis, respectively,
purchased a beneficial interest in 687,500 shares of Seanergy common stock (for an aggregate
of 2,750,000 shares) from Messrs. Panagiotis
and Simon Zafet, each of whom was a former officer and director of Seanergy. These shares are
subject to the same restrictions as the founding shares issued to Seanergy Maritimes founding
shareholders. Does not include up to an aggregate of 2,260,000 shares of Seanergy common stock
issuable to these entities if they convert the Note and up to an aggregate of 4,308,075 shares
of Seanergy common stock issuable to these entities if Seanergy achieves certain definitive
predetermined criteria described in this annual report, for a total of up to an aggregate of
6,568,075, which shares are exchangeable for Seanergy Maritime common stock on a one-for-one
basis. Each of United Capital Investments Corp., Atrion Shipholding S.A., Plaza Shipholding
Corp. and Comet Shipholding Inc. is an affiliate of members of the Restis family. The address
of each of United Capital Investments Corp., Atrion Shipholding S.A., Plaza Shipholding Corp.,
and Comet Shipholding Inc., is c/o 11 Poseidonos Avenue, 16777 Elliniko, Athens, Greece, Attn:
Evan Breibart.(8)
    
    Includes 2,826,584, 2,002,038, 2,002,084, and 2,081,133 shares of our common stock for United
Capital Investments, Atrion, Plaza and Comet, respectively, in connection with the exercise of
the Warrants, which became exercisable on September 24, 2008.(9)
    
    Represents the aggregate holdings of HBK Investments LP, HBK Services LLC, HBK Partners II
LP, HBK Management LLC, and HBK Master Fund LP. Based on an amended Schedule 13G filed on
February 8, 2008, each of HBK Investments LP, HBK Services LLC, HBK Partners II LP, HBK
Management LLC, and HBK Master Fund LP is the beneficial owner of 2,314,587 shares (or 8.09%
of our outstanding common stock). The address of each of HBK Investments L.P., HBK Services
LLC, HBK Partners II L.P., HBK Management LLC, and HBK Master Fund L.P. is 300 Crescent Court,
Suite 700, Dallas, Texas 75201.(10)
    
    Based on Schedule 13G filed on February 17, 2009. Includes shares issuable upon exercise of
Warrants which became exercisable on September 24, 2008. The address is 500 Park Avenue, 5th
Floor, New York, NY 10022.(11)
    
    Based on Schedule 13G filed on September 5, 2008. Mr. Brian Taylor, who is the sole member of
Pine River Capital Management L.P. and director of Nisswa Acquisition Master Fund Ltd., and
Pine River Capital Management L.P., Nisswa Acquisition Master Funds investment manager,
initially had shared voting power and shared investment power for 5,073,467 shares. Nisswa
Acquisition Master Fund Ltd. initially had shared voting power and shared investment power for
4,856,253 shares. The address of each of Mr. Taylor, Pine River Capital Management L.P. and
Nisswa Acquisition Master Fund Ltd. is c/o Pine River Capital Management L.P., 601 Carlson
Parkway, Suite 330, Minnetonka, MN 55305.(12)
    
    Based on Schedule 13G filed on February 5, 2008. Includes shares issuable upon exercise of
Warrants which became exercisable on September 24, 2008. Integrated Core Strategies (US) LLC,
Millennium Management LLC and Israel A. Englander have shared voting power and shared
investment power for these 1,647,408 shares. The address is c/o Millennium Management LLC, 666
Fifth Avenue, New York, NY 10103. 59




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##### Table of Contents



Escrow of Shares Held by Seanergy Maritimes Founding Shareholders
     
 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 A. Major Shareholders
  60




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Percentage of
    
    
    
    
    
    Percentage ofName and Address of
    
    
    
    
    
    Outstanding
    
    
    
    
    
    OutstandingBeneficial Owner(1)
    
    Voting Power
    
    Common Stock
    
    Investment Power
    
    Common StockGeorgios Koutsolioutsos(2)
    
    
    21,638,161
    (3)(4)(8)
    
    
    74.39
    %
    
    
    9,568,380
    (6)
    
    
    32.89Alexios Komninos(2)
    
    
    15,753,378
    (3)(8)
    
    
    67.78
    %
    
    
    1,183,417
    (6)
    
    
    5.09United Capital Investments
Corp.(7)(8)
    
    
    19,159,295
    (3)(5)(8)
    
    
    76.07
    %
    
    
    7,649,030
    (6)
    
    
    30.37
    %Atrion Shipholding S.A.(7)(8)
    
    
    17,874,544
    (3)(8)
    
    
    73.37
    %
    
    
    5,751,278
    (6)
    
    
    23.61
    %Plaza Shipholding Corp.(7)(8)
    
    
    18,008,138
    (3)(5)(8)
    
    
    73.91
    %
    
    
    5,884,872
    (6)
    
    
    24.15
    %Comet Shipholding Inc.(7)(8)
    
    
    17,953,885
    (3)
    
    
    73.45
    %
    
    
    5,251,278
    (6)
    
    
    23.85
    %Benbay Limited
    
    
    7,649,030
    (6)
    
    
    30.37
    %
    
    
    7,149,030
    (6)
    
    
    28.38
    %United Capital Trust, Inc.
    
    
    7,649,030
    (6)
    
    
    30.37
    %
    
    
    7,149,030
    (6)
    
    
    28.38
    %HBK Investments LP(9)
    
    
    2,314,587
    
    
    
    10.35
    %
    
    
    2,314,587
    
    
    
    10.35
    %Aldebaran Investments LLC(10)
    
    
    3,085,257
    
    
    
    9.74
    %
    
    
    3,085,257
    
    
    
    9.74
    %Nisswa Acquisition Master
Fund Ltd.(11)
    
    
    3,300,874
    
    
    
    14.76
    %
    
    
    3,300,874
    
    
    
    14.76
    %Integrated Core Strategies
(US) LLC(12)
    
    
    1,647,408
    
    
    
    6.9
    %
    
    
    1,647,408
    
    
    
    6.9
    %
 
 (1)
    
    Unless otherwise indicated, the business address of each of the shareholders is 1-3
Patriarchou Grigoriou, 166 74 Glyfada, Athens, Greece.(2)
    
    Includes 6,727,000 shares, 880,927 shares, and 400,416 shares of our common stock for Mr. Koutsolioutsos,
Mr. Komninos and Mr. Tsigkounakis, respectively, issuable upon exercise of warrants, which
became exercisable on September 24, 2008.(3)
    
    Includes an aggregate of 14,872,461 shares of our common stock owned by the Restis affiliated
shareholders, United Capital Investments, Atrion, Plaza and Comet, and Seanergy Maritimes
founding shareholders, which are subject to the Voting Agreement, as amended, described above.(4)
    
    Includes 38,700 shares of our common stock purchased on August 29, 2008, as to which Mr.
Koutsolioutsos has sole voting power.(5)
    
    Includes 70,000 shares of common stock owned by Argonaut SPC, a fund managed by Oxygen
Capital AEPEY an entity affiliated with Victor Restis and Katia Restis.(6)
    
    None of the Restis affiliate shareholders, or other shareholders who are affiliates of the
Restis family, or Seanergy Maritimes founding shareholders has shared voting power and
investment power with respect to any of the shares beneficially owned, except for (i)
19,159,295 and 7,649,030 shares included for United Capital Investments Corp. as to which it
has shared voting power and investment power, respectively, (ii) 14,872,461 shares and 70,000
shares included for Plaza Shipholding Corp. as to which each of United and Plaza have shared
voting power and investment power, respectively, and (iii) 14,872,461 shares included for
Atrion Shipholding Corp., Comet Shipholding Inc., George Koutsolioutsos, Alex Komninos and
Ioannis Tsigkounakis as to which each such person or entity has shared voting power; and (iv)
7,649,030 shares included for United Capital Investments Corp., United Capital Trust, Inc. and
Benbay Limited as to which each of United Capital Investments, United Capital Trust and Benbay
have shared voting and investment power.(7)
    
    On May 20, 2008, each of United Capital Investments, Atrion, Plaza and Comet, each of which
is controlled by Victor Restis, Bella Restis, Katia Restis and Claudia Restis, respectively,
purchased a beneficial interest in 687,500 shares of Seanergy common stock (for an aggregate of 2,750,000 shares) from Messrs.
Panagiotis and Simon Zafet, each of whom was a former officer and director of Seanergy. These
shares are subject to the 61




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##### Table of Contents



same restrictions as the founding shares issued to Seanergy
Maritimes founding shareholders. Does not include up to an aggregate of 2,260,000 shares of
Seanergy common stock issuable to these entities if they convert the Note and up to an
aggregate of 4,308,075 shares of Seanergy common stock issuable to these entities if Seanergy
achieves certain definitive predetermined criteria described in this annual report, for a
total of up to an aggregate of 6,568,075, which shares are exchangeable for Seanergy Maritime
common stock on a one-for-one basis. Each of United Capital Investments Corp., Atrion
Shipholding S.A., Plaza Shipholding Corp. and Comet Shipholding Inc. is an affiliate of
members of the Restis family. The address of each of United Capital Investments Corp., Atrion
Shipholding S.A., Plaza Shipholding Corp., and Comet Shipholding Inc., is c/o 11 Poseidonos
Avenue, 16777 Elliniko, Athens, Greece, Attn: Evan Breibart.(8)
    
    Includes 2,826,584, 2,002,038, 2,002,084, and 2,081,133 shares of our common stock for United
Capital Investments, Atrion, Plaza and Comet, respectively, in connection with the exercise of
the Warrants, which became exercisable on September 24, 2008.(9)
    
    Represents the aggregate holdings of HBK Investments LP, HBK Services LLC, HBK Partners II
LP, HBK Management LLC, and HBK Master Fund LP. Based on an amended Schedule 13G filed on
February 8, 2008, each of HBK Investments LP, HBK Services LLC, HBK Partners II LP, HBK
Management LLC, and HBK Master Fund LP is the beneficial owner of 2,314,587 shares (or 8.09%
of our outstanding common stock). The address of each of HBK Investments L.P., HBK Services
LLC, HBK Partners II L.P., HBK Management LLC, and HBK Master Fund L.P. is 300 Crescent Court,
Suite 700, Dallas, Texas 75201.(10)
    
    Based on Schedule 13G filed on February 17, 2009. Includes shares issuable upon exercise of
Warrants which became exercisable on September 24, 2008. The address is 500 Park Avenue, 5th
Floor, New York, NY 10022.(11)
    
    Based on Schedule 13G filed on September 5, 2008. Mr. Brian Taylor, who is the sole member of
Pine River Capital Management L.P. and director of Nisswa Acquisition Master Fund Ltd., and
Pine River Capital Management L.P., Nisswa Acquisition Master Funds investment manager,
initially had shared voting power and shared investment power for 5,073,467 shares. Nisswa
Acquisition Master Fund Ltd. initially had shared voting power and shared investment power for
4,856,253 shares. The address of each of Mr. Taylor, Pine River Capital Management L.P. and
Nisswa Acquisition Master Fund Ltd. is c/o Pine River Capital Management L.P., 601 Carlson
Parkway, Suite 330, Minnetonka, MN 55305.(12)
    
    Based on Schedule 13G filed on February 5, 2008. Includes shares issuable upon exercise of
Warrants which became exercisable on September 24, 2008. Integrated Core Strategies (US) LLC,
Millennium Management LLC and Israel A. Englander have shared voting power and shared
investment power for these 1,647,408 shares. The address is c/o Millennium Management LLC, 666
Fifth Avenue, New York, NY 10103.   B. Related Party Transactions
 Master Agreement
  62




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Registration Rights
   Management of the Fleet
  63




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##### Table of Contents



Brokerage Agreement
  Management Agreement
    Shipping Committee
   64




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##### Table of Contents



The Charters
   Vgenopoulos and Partners
  Sublease Agreement
  Employment Agreements
    Consultancy Agreement
  65




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##### Table of Contents



C. Interest of Experts and Counsel
  
 ITEM 8. FINANCIAL INFORMATION
 A. Consolidated Statements and Other Financial Information
  B. Significant Changes
  
 ITEM 9. THE OFFER AND LISTING
 A. Offer and Listing Details
  B. Plan of Distribution
  C. Markets
  Common Stock
    
    Warrants
    
    UnitsHigh
    
    Low
    
    High
    
    Low
    
    High
    
    LowAnnual highs and lows2007
    
    $
    9.67
    
    
    $
    9.26
    
    
    $
    1.66
    
    
    $
    1.13
    
    
    $
    10.94
    
    
    $
    9.832008
    
    $
    10.00
    
    
    $
    3.15
    
    
    $
    2.62
    
    
    $
    0.11
    
    
    $
    11.90
    
    
    $
    6.50Quarterly highs and lows2007Quarter ended 12/31/2007
    
    $
    9.48
    
    
    $
    9.08
    
    
    $
    1.66
    
    
    $
    1.13
    
    
    $
    10.94
    
    
    $
    10.172008Quarter ended 03/31/2008
    
    $
    9.48
    
    
    $
    9.01
    
    
    $
    1.35
    
    
    $
    0.37
    
    
    $
    10.61
    
    
    $
    9.45Quarter ended 06/30/2008
    
    $
    10.00
    
    
    $
    9.15
    
    
    $
    2.62
    
    
    $
    0.42
    
    
    $
    12.31
    
    
    $
    9.47Quarter ended 09/30/2008
    
    $
    10.00
    
    
    $
    7.21
    
    
    $
    2.50
    
    
    $
    0.75
    
    
    $
    11.90
    
    
    $
    8.70Quarter ended 12/31/2008
    
    $
    8.55
    
    
    $
    3.15
    
    
    $
    0.92
    
    
    $
    0.11
    
    
    $
    9.10
    
    
    $
    6.50Monthly highs and lows
2008October 2008*
    
    $
    8.65
    
    
    $
    3.15
    
    
    $
    0.92
    
    
    $
    0.15
    
    
    $
    9.10
    
    
    $
    6.50November 2008*
    
    $
    5.90
    
    
    $
    4.25
    
    
    $
    0.30
    
    
    $
    0.15
    
    
    
    N/A
    
    
    
    N/ADecember 2008*
    
    $
    6.50
    
    
    $
    4.25
    
    
    $
    0.27
    
    
    $
    0.11
    
    
    
    N/A
    
    
    
    N/A2009January 2009**
    
    $
    5.35
    
    
    $
    4.98
    
    
    $
    0.22
    
    
    $
    0.12
    
    
    
    N/A
    
    
    
    N/AFebruary 2009**
    
    $
    4.99
    
    
    $
    4.02
    
    
    $
    0.12
    
    
    $
    0.06
    
    
    
    N/A
    
    
    
    N/AMarch 2009**
    
    $
    4.20
    
    
    $
    3.68
    
    
    $
    0.10
    
    
    $
    0.06
    
    
    
    N/A
    
    
    
    N/A
 66




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##### Table of Contents



*
    
    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.**
    
    Following the dissolution of Seanergy Maritime, our common stock started trading on the
Nasdaq Stock Market on January 28, 2009. D. Selling Shareholders
  E. Dilution
  F. Expenses of the Issue
  
 ITEM 10. ADDITIONAL INFORMATION
 A. Share Capital
  B. Memorandum and Articles of Incorporation
  C. Material Contracts
 Master Agreement dated as of May 20, 2008 among Seanergy Maritime Corp., Seanergy Merger
Corp., the entities listed on Schedule 1 hereto and the entities listed on Schedule 2 hereto Amendment to Master Agreement dated July 25, 2008.
   67




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##### Table of Contents



Memorandum of Agreement related to the African Oryx dated May 20, 2008, between Seanergy
Maritime Corp., as buyer, and Valdis Marine Corp., as seller, as amended.
 African Oryx African Oryx
 Memorandum of Agreement relating to the African Zebra dated May 20, 2008 between Seanergy
Maritime Corp., as buyer, and Goldie Navigation Ltd., as seller, as amended.
 African Zebra African Zebra
 Memorandum of Agreement relating to the Domestic Trade Ministry Kouan Shipping Industry Co.
Davakis G. (ex. Hull No. KA215) dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and
Kalistos Maritime S.A., as seller, as amended.
 Davakis G Davakis G
 Memorandum of Agreement relating to the Domestic Trade Ministry Kouan Shipping Industry Co.
Hull No. KA216 dated March 20, 2008 between Seanergy Maritime Corp., as buyer, and Kalithea
Maritime S.A., as seller, as amended.
 Delos Ranger Delos Ranger
 Memorandum of Agreement relating to the Breman Max dated May 20, 2008 between Seanergy
Maritime Corp., as buyer, and Pavey Services Ltd., as seller, as amended.
 Bremen Max Bremen Max
 Memorandum of Agreement relating to the Hamburg Max dated May 20, 2008 between Seanergy
Maritime Corp., as buyer, and Shoreline Universal Limited, as seller, as amended.
 Hamburg Max Hamburg Max
 Management Agreement dated as of May 20, 2008 among Seanergy Management Corp. and EST.
  68




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##### Table of Contents



Brokerage Agreement dated as of May 20, 2008 among Seanergy Management Corp. and Safbulk.
  Voting Agreement dated as of May 20, 2008 among Seanergy Maritime Corp., Mr. Panagiotis Zafet,
Mr. Simon Zafet, certain of our shareholders 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, Elias M. Culucundis, Christina Anagnostara, George Taniskidis, Kyriakos Dermatis,
Alexander Papageorgiou, Dimitrios N. Panagiotopoulos, and George Tsimpis; Amendment to Voting
Agreement dated July 25, 2008; Second Amendment to Voting Agreement dated August 21, 2008; Third
Amendment to Voting Agreement dated August 27, 2008; Fourth Amendment to Voting Agreement dated
November 20, 2008.
      69




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##### Table of Contents



Convertible Unsecured Promissory Note in the Aggregate Principal Amount of $ 28,250,000 (face
value) in favor each of the Investors set forth in Schedule 1 attached to such note.
  Stock Escrow Agreement date September 27, 2007; Joinder Agreement.
   D. Exchange Controls and Other Limitations Affecting Security Holders
  E. Taxation
  70




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Marshall Islands Tax Consequences
  United States Federal Income Tax Consequences
  United States Federal Income Taxation of Our Company
 Taxation of Operating Income: In General
     Exemption of Operating Income from United States Federal Income Taxation
  
    
    we are organized in a foreign country (our country of organization) that grants an
equivalent exemption to corporations organized in the United States; andeither
    
    more than 50% of the value of our stock is owned, directly or indirectly, by qualified
stockholders, individuals (i) who are residents of our country of organization or of another
foreign country that grants an
 71




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##### Table of Contents



equivalent exemption to corporations organized in the United
States and (ii) who comply with certain documentation requirements, which we refer to as the 50%
Ownership Test, or
 
    
    our stock is primarily and regularly traded on one or more established securities markets in
our country of organization, in another country that grants an equivalent exemption to United
States corporations, or in the United States, which we refer to as the Publicly-Traded Test.
         72




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##### Table of Contents



Taxation in Absence of Exemption
    
    
    we have, or are considered to have, a fixed place of business in the United States involved
in the earning of shipping income; and
    
    substantially all of our U.S.-source shipping income is attributable to regularly scheduled
transportation, such as the operation of a vessel that follows a published schedule with repeated
sailings at regular intervals between the same points for voyages that begin or end in the United
States.
  United States Taxation of Gain on Sale of Vessels
  United States Federal Income Taxation of U.S. Holders
  73




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##### Table of Contents



Distributions
    Sale, Exchange or Other Disposition of Common Stock
  Passive Foreign Investment Company Status and Significant Tax Consequences
  
    
    at least 75% of our gross income for such taxable year consists of passive income (e.g.,
dividends, interest, capital gains and rents derived other than in the active conduct of a rental
business); or
 74




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##### Table of Contents




    
    at least 50% of the average value of the assets held by the corporation during such taxable
year produce, or are held for the production of, passive income.
    Taxation of U.S. Holders Making a Timely QEF Election
  Taxation of U.S. Holders Making a Mark-to-Market Election
  75




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##### Table of Contents



Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election
  
    
    the excess distribution or gain would be allocated ratably over the Non-Electing Holders
aggregate holding period for the common stock;
    
    the amount allocated to the current taxable year and any taxable year before we became a
passive foreign investment company would be taxed as ordinary income; and
    
    the amount allocated to each of the other taxable years would be subject to tax at the
highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest
charge for the deemed deferral benefit would be imposed with respect to the resulting tax
attributable to each such other taxable year.
  United States Federal Income Taxation of Non-U.S. Holders
  Dividends on Common Stock
  Sale, Exchange or Other Disposition of Common Stock
  
    
    the gain is effectively connected with the Non-U.S. Holders conduct of a trade or business
in the United States. If the Non-U.S. Holder is entitled to the benefits of an income tax treaty
with respect to that gain, that gain is taxable only if it is attributable to a permanent
establishment maintained by the Non-U.S. Holder in the United States; or
 76




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##### Table of Contents




    
    the Non-U.S. Holder is an individual who is present in the United States for 183 days or
more during the taxable year of disposition and other conditions are met.
  Backup Withholding and Information Reporting
  
    
    fail to provide an accurate taxpayer identification number;
    
    are notified by the Internal Revenue Service that you have failed to report all interest or
dividends required to be shown on your federal income tax returns; or
    
    in certain circumstances, fail to comply with applicable certification requirements.
     F. Dividends and Paying Agents
  G. Statement by Experts
  77




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##### Table of Contents



H. Documents on Display
 http://www.sec.gov
  I. Subsidiary Information
  
 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest rate risk
  Currency and Exchange Rates
   
 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
  78




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PART II
 
 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
  
 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
  
 ITEM 15. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
 Managements Annual Report on Internal Control over Financial Reporting
 Attestation Report of the Registered Public Accounting Firm
 Changes in Internal Control over Financial Reporting
 
 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
  79




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ITEM 16B. CODE OF ETHICS
 www.seanergymaritime.com
 
 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
   2008
    
    
    2007Audit fees (1)
    
    $
    861,402
    
    
    $
    154,863Audit related fees
    
    $
    
    
    
    $
    Tax fees
    
    
    
    
    
    
    All other fees
    
    
    
    
    
    
    Total fees
    
    $
    861,402
    
    
    $
    154,863
 
 (1)
    
    Audit fees for 2007 of $154,863 consisted of professional services rendered for the audit of
the Companys financial statements for the year ended December 31, 2007 and services rendered
for services performed in connection with the Companys registration statement on Form F-1.
Audit fees for 2008 of $861,402 related to professional services rendered for the audit of the
Companys financial statements for the year ended December 31, 2008 and services performed in
connection with the proxy statement, registration of warrants and amendments of the Companys
registration statement on Form F-1 .  80




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##### Table of Contents



ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
  
 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
  
 ITEM 16F. CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT.
    
 ITEM 16G. CORPORATE GOVERNANCE.
  
    
    In lieu of obtaining shareholder approval prior to the issuance of designated
securities, the Company complies with provisions of the BCA providing that the Board of Directors
approves share issuances.
    
    The Companys Board is currently not composed of a majority of independent directors.
  81




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##### Table of Contents



PART III
 
 ITEM 17. FINANCIAL STATEMENTS
  
 ITEM 18. FINANCIAL STATEMENTS
  
 ITEM 19. EXHIBITS
 Exhibit No.
    
    Description3.1
    
    Form of Amended and Restated Articles of Incorporation++3.2
    
    Form of Amended and Restated By-laws++4.1
    
    Specimen Common Stock Certificate+++4.2
    
    Specimen Public Warrant Certificate+++4.3
    
    Specimen Private Warrant Certificate+++4.4
    
    Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant+++++10.1
    
    Master Agreement dated as May 20, 2008++10.2
    
    Amendment to Master Agreement dated July 25, 2008++10.3
    
    Memorandum of Agreement relating to the African Oryx dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Valdis Marine Corp., as seller, as amended++10.4
    
    Memorandum of Agreement relating to the African Zebra dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Goldie Navigation Ltd., as seller, as amended++10.5
    
    Memorandum of Agreement relating to the Domestic Trade Ministry Kouan Shipping Industry Co. Davakis G. (ex. Hull No. KA215) dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Kalistos Maritime S.A., as seller, as amended++10.6
    
    Memorandum of Agreement relating to the Domestic Trade Ministry Kouan Shipping Industry Co. Hull No. KA216 dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Kalithea Maritime S.A., as seller, as amended++10.7
    
    Memorandum of Agreement relating to the Bremen Max dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Pavey Services Ltd., as seller, as amended++10.8
    
    Memorandum of Agreement relating to the Hamburg Max dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Shoreline Universal Limited, as seller, as amended++10.9
    
    Management Agreement dated as of May 20, 2008++10.10
    
    Brokerage Agreement dated as of May 20, 2008++10.11
    
    Voting Agreement dated as of May 20, 2008++10.12
    
    Amendment to Voting Agreement dated July 25, 2008++10.13
    
    Second Amendment to Voting Agreement dated August 21, 2008++++10.14
    
    Third Amendment to Voting Agreement dated August 27, 2008+10.15
    
    Fourth Amendment to Voting Agreement dated November 20, 2008+10.16
    
    Form of Convertible Unsecured Promissory Note++10.17
    
    Form of Plan of Dissolution and Liquidation++10.18
    
    Form of Stock Escrow Agreement+++++10.19
    
    Form of Joinder Agreement+++12.1
    
    Section 302 Certification of Chief Executive Officer12.2
    
    Section 302 Certification of Chief Financial Officer13.1
    
    Section 906 Certificate of Chief Executive Officer13.2
    
    Section 906 Certificate of Chief Financial Officer
 
 +
    
    Incorporated by reference to the corresponding agreement in the
Exhibit filed with Seanergys Form F-1 filed with the SEC on
December 12, 2008.++
    
    Incorporated by reference to the corresponding agreement in the
Annex filed with Seanergy Maritimes proxy 82




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##### Table of Contents



statement on Form 6-K
filed with the SEC on July 31, 2008.+++
    
    Incorporated by reference to the corresponding agreement in the
Exhibit filed with Seanergys Form F-1 filed with the SEC on January
15, 2009.++++
    
    Incorporated by reference to the corresponding agreement in the
Annex filed with Seanergy Maritimes supplemental proxy statement on
Form 6-K filed with the SEC on August 22, 2008.+++++
    
    Incorporated by reference to the corresponding agreement in the
Exhibit filed with Seanergy Maritimes Form F-1 filed with the SEC
on July 10, 2007. 83




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##### Table of Contents



SIGNATURES
  SEANERGY MARITIME HOLDINGS CORP.By:
    /s/ GEORGIOS KOUTSOLIOUOTSOSName:
    Georgios KoutsolioutsosTitle:
    Chairman of the Board of Directors  84




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##### Table of Contents



Seanergy Maritime Holdings Corp. (successor to Seanergy Maritime Corp.) and subsidiaries
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageReport of KPMG Certified Auditors A.E., Independent Registered Public Accounting Firm
    
    
    F-2Report of Weinberg & Company, PA, Independent Registered Public Accounting Firm
    
    
    F-3Consolidated Balance Sheets as of December 31, 2008 and 2007
    
    
    F-4Consolidated Statements of Operations for the years ended December 31, 2008 and 2007
and for the period August 15, 2006 (inception) to December 31, 2006
    
    
    F-5Consolidated Statements of Shareholders Equity for the years ended December 31,
2008 and 2007 and for the period August 15, 2006 (inception) to December 31, 2006
    
    
    F-6Consolidated Statements of Cash Flows for the years ended December 31, 2008 and 2007
and for the period August 15, 2006 (inception) to December 31, 2006
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-8
 F-1




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##### Table of Contents



/s/ KPMG Certified Auditors AEAthens, GreeceMarch 27, 2009 F-2




---



##### Table of Contents



/s/ Weinberg & Company, P.A.Boca Raton, FloridaMarch 12, 2008 F-3




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##### Table of Contents



Seanergy Maritime Holdings Corp. (successor to Seanergy Maritime Corp.) and subsidiaries    (In thousands of US Dollars, except for share and per share data, unless otherwise stated)
 Notes
    
    
    2008
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    
    6
    
    
    
    27,543
    
    
    
    2,211Money market funds  held in trust
    
    
    6
    
    
    
    
    
    
    
    232,923Advances (trade) to related party
    
    
    7
    
    
    
    577
    
    
    
    Inventories
    
    
    
    
    
    
    872
    
    
    
    Prepaid insurance expenses
    
    
    
    
    
    
    574
    
    
    
    79Prepaid expenses and other current assets  related parties
    
    
    4
    
    
    
    248
    
    
    
    Total current assets
    
    
    
    
    
    
    29,814
    
    
    
    235,213Fixed assets:Vessels, net
    
    
    8
    
    
    
    345,622
    
    
    
    Office equipment, net
    
    
    8
    
    
    
    9
    
    
    
    Total fixed assets
    
    
    
    
    
    
    345,631
    
    
    
    Other assetsDeferred finance charges
    
    
    9
    
    
    
    2,757
    
    
    
    TOTAL ASSETS
    
    
    
    
    
    
    378,202
    
    
    
    235,213LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    
    12
    
    
    
    27,750
    
    
    
    Trade accounts and other payables
    
    
    
    
    
    
    674
    
    
    
    588Due to underwriters
    
    
    13
    
    
    
    419
    
    
    
    5,407Accrued expenses
    
    
    
    
    
    
    541
    
    
    
    Accrued interest
    
    
    
    
    
    
    166
    
    
    
    Accrued charges on convertible promissory note due to shareholders
    
    
    11
    
    
    
    420
    
    
    
    Deferred revenue  related party
    
    
    10
    
    
    
    3,029
    
    
    
    Total current liabilities
    
    
    
    
    
    
    32,999
    
    
    
    5,995Long-term debt, net of current portion
    
    
    12
    
    
    
    184,595
    
    
    
    Convertible promissory note due to shareholders
    
    
    11
    
    
    
    29,043
    
    
    
    Total liabilities
    
    
    
    
    
    
    246,637
    
    
    
    5,995Common stock subject to possible redemption - 8,084,999 shares at
$10.00 per share
    
    
    13
    
    
    
    
    
    
    
    80,849Consolidated shareholders equityPreferred stock, $0.0001 par value; 1,000,000 shares authorized ;
none issued
    
    
    13
    
    
    
    
    
    
    
    Common stock, $0.0001 par value; 89,000,000 authorized shares;
22,361,227 shares and 28,600,000 shares, inclusive of 8,084,999
shares subject to possible redemption, issued and outstanding as
at December 31, 2008 an 2007, respectively
    
    
    13
    
    
    
    2
    
    
    
    3Additional paid-in capital
    
    
    13
    
    
    
    166,361
    
    
    
    146,925Retained earnings (accumulated deficit)
    
    
    
    
    
    
    (34,798
    )
    
    
    1,441Total consolidated shareholders equity
    
    
    
    
    
    
    131,565
    
    
    
    148,369Commitments and contingencies
    
    
    16
    
    
    
    
    
    
    
    TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    
    
    
    
    
    378,202
    
    
    
    235,213
  F-4




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##### Table of Contents



Seanergy Maritime Holdings Corp. (successor to Seanergy Maritime Corp.) and subsidiaries     (In thousands of US Dollars, except for share and per share data, unless otherwise stated)
 Year ended
    
    
    Year ended
    
    
    August 15, 2006 toNotes
    
    
    December 31, 2008
    
    
    December 31, 2007
    
    
    December 31, 2006Revenues:Vessel revenue  related party
    
    
    
    
    
    
    35,333
    
    
    
    
    
    
    
    Commissions  related party
    
    
    3
    
    
    
    (880
    )
    
    
    
    
    
    
    Vessel revenue  related party, net
    
    
    17
    
    
    
    34,453
    
    
    
    
    
    
    
    Expenses:Direct voyage expenses
    
    
    18
    
    
    
    (151
    )
    
    
    
    
    
    
    Vessel operating expenses
    
    
    19
    
    
    
    (3,180
    )
    
    
    
    
    
    
    Voyage expenses  related party
    
    
    3
    
    
    
    (440
    )
    
    
    
    
    
    
    Management fees  related party
    
    
    3
    
    
    
    (388
    )
    
    
    
    
    
    
    General and administration expenses
    
    
    20
    
    
    
    (1,840
    )
    
    
    (445
    )
    
    
    (5
    )General and administration
expenses  related party
    
    
    21
    
    
    
    (430
    )
    
    
    
    
    
    
    Depreciation
    
    
    8
    
    
    
    (9,929
    )
    
    
    
    
    
    
    Goodwill impairment loss
    
    
    5
    
    
    
    (44,795
    )
    
    
    
    
    
    
    Vessels impairment loss
    
    
    8
    
    
    
    (4,530
    )
    
    
    
    
    
    
    Operating (loss)
    
    
    
    
    
    
    (31,230
    )
    
    
    (445
    )
    
    
    (5
    )Other income (expense), net:Interest and finance costs
    
    
    22
    
    
    
    (3,895
    )
    
    
    (45
    )
    
    
    Interest and finance costs  shareholders
    
    
    9, 11
    
    
    
    (182
    )
    
    
    (13
    )
    
    
    Interest income   money market funds
    
    
    
    
    
    
    3,361
    
    
    
    1,948
    
    
    
    1Foreign currency exchange gains
(losses), net
    
    
    
    
    
    
    (39
    )
    
    
    
    
    
    
    (755
    )
    
    
    1,890
    
    
    
    1Net (loss) income
    
    
    
    
    
    
    (31,985
    )
    
    
    1,445
    
    
    
    (4
    )Net (loss) income per common shareBasic
    
    
    15
    
    
    
    (1.21
    )
    
    
    0.12
    
    
    
    (0.00
    )Diluted
    
    
    15
    
    
    
    (1.21
    )
    
    
    0.10
    
    
    
    (0.00
    )Weighted average common shares outstandingBasic
    
    
    15
    
    
    
    26,452,291
    
    
    
    11,754,095
    
    
    
    7,264,893Diluted
    
    
    15
    
    
    
    26,452,291
    
    
    
    15,036,283
    
    
    
    7,264,893
  F-5




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##### Table of Contents



Seanergy Maritime Holdings Corp. (successor to Seanergy Maritime Corp.) and subsidiaries     (In thousands of US Dollars, except for share and per share data, unless otherwise stated)
 Common stock
    
    
    Additional
    
    
    Retained earnings
    
    
    TotalPar
    
    
    paid-in
    
    
    (Accumulated
    
    
    shareholders# of Shares
    
    
    value
    
    
    capital
    
    
    deficit)
    
    
    equityBalance, August 15, 2006 (Inception)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Sale of shares to founding
shareholders at $0.0034 per share
    
    
    7,264,893
    
    
    
    1
    
    
    
    24
    
    
    
    
    
    
    
    25Net loss for the period from August
15, 2006 (Inception) to December
31, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4
    )
    
    
    (4
    )Balance December 31, 2006
    
    
    7,264,893
    
    
    
    1
    
    
    
    24
    
    
    
    (4
    )
    
    
    21Shares surrendered and cancelled
    
    
    (1,764,893
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Sales of shares and warrants in
private placement and public
offering, net of offering costs of $18,063
    
    
    23,100,000
    
    
    
    2
    
    
    
    227,350
    
    
    
    
    
    
    
    227,352Capital contributed by founding
shareholders
    
    
    
    
    
    
    
    
    
    
    400
    
    
    
    
    
    
    
    400Shares reclassified to Common
stock subject to mandatory
redemption
    
    
    
    
    
    
    
    
    
    
    (80,849
    )
    
    
    
    
    
    
    (80,849
    )Net income for the year ended
December 31, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,445
    
    
    
    1,445Balance, December 31, 2007
    
    
    28,600,000
    
    
    
    3
    
    
    
    146,925
    
    
    
    1,441
    
    
    
    148,369Net (loss) for the year ended
December 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (31,985
    )
    
    
    (31,985
    )Dividends paid (Note 14)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,254
    )
    
    
    (4,254
    )Reclassification of common stock no
longer subject to redemption (Note
13)
    
    
    (6,370,773
    )
    
    
    
    
    
    
    17,144
    
    
    
    
    
    
    
    17,144Reversal of underwriter fees
forfeited to redeeming shareholders
(Note 13)
    
    
    
    
    
    
    
    
    
    
    1,433
    
    
    
    
    
    
    
    1,433Liquidation and dissolution common
stock exchange (Note 25)
    
    
    
    
    
    
    (1
    )
    
    
    1
    
    
    
    
    
    
    
    Warrants exercised (Note 13)
    
    
    132,000
    
    
    
    
    
    
    
    858
    
    
    
    
    
    
    
    858Balance December 31, 2008
    
    
    22,361,227
    
    
    
    2
    
    
    
    166,361
    
    
    
    (34,798
    )
    
    
    131,565
  F-6




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##### Table of Contents



Seanergy Maritime Holdings Corp. (successor to Seanergy Maritime Corp.) and subsidiaries
 Period fromAugust 15, 2006Year ended
    
    
    Year ended
    
    
    (inception) toDecember 31, 2008
    
    
    December 31, 2007
    
    
    December 31, 2006Cash flows from operating activities:Net (loss) income
    
    
    (31,985
    )
    
    
    1,445
    
    
    
    (4
    )Adjustments to reconcile net (loss) income to net cash provided by (used in) operating
activities:Impairment of goodwill
    
    
    44,795
    
    
    
    
    
    
    
    Impairment of vessels
    
    
    4,530
    
    
    
    
    
    
    
    Depreciation
    
    
    9,929
    
    
    
    
    
    
    
    Amortization of deferred finance charges
    
    
    224
    
    
    
    
    
    
    
    Changes in operating assets and liabilities:(Increase) decrease in Advances (trade) to related party
    
    
    (577
    )
    
    
    
    
    
    
    Inventories
    
    
    (872
    )
    
    
    
    
    
    
    Prepaid insurance expenses
    
    
    (495
    )
    
    
    (60
    )
    
    
    (20
    )Prepaid expenses and other current assets  related parties
    
    
    (248
    )
    
    
    
    
    
    
    Trade accounts and other payables
    
    
    86
    
    
    
    155
    
    
    
    3Due to underwriters
    
    
    (3,555
    )
    
    
    46
    
    
    
    Accrued expenses
    
    
    541
    
    
    
    
    
    
    
    Accrued interest on convertible note due to shareholders
    
    
    132
    
    
    
    (1
    )
    
    
    1Accrued interest
    
    
    166
    
    
    
    
    
    
    
    Deferred revenue  related party
    
    
    3,029
    
    
    
    
    
    
    
    Net cash (used in) provided by operating activities
    
    
    25,700
    
    
    
    1,585
    
    
    
    (20
    )Cash flows from investing activities:Acquisition of business, net of cash acquired of $NIL
    
    
    (375,833
    )
    
    
    
    
    
    
    Increase in trust account from interest earned on funds held in trust
    
    
    
    
    
    
    (1,923
    )
    
    
    Funds placed in (used from) trust account from offerings
    
    
    232,923
    
    
    
    (231,000
    )
    
    
    Additions to office furniture and equipment
    
    
    (9
    )
    
    
    
    
    
    
    Net cash used in investing activities
    
    
    (142,919
    )
    
    
    (232,923
    )
    
    
    Cash flows from financing activities:Proceeds from initial sale of common stock
    
    
    
    
    
    
    
    
    
    
    25Gross proceeds from private placement
    
    
    
    
    
    
    14 415
    
    
    
    Gross proceeds from public offering
    
    
    
    
    
    
    231,000
    
    
    
    Payment of offering costs
    
    
    
    
    
    
    (11,796
    )
    
    
    (75
    )Redemption of common shares
    
    
    (63,705
    )
    
    
    
    
    
    
    Proceeds from warrants exercised
    
    
    858Proceeds from long term debt and revolving facility
    
    
    219,845
    
    
    
    
    
    
    
    Repayment of long term debt
    
    
    (7,500
    )
    
    
    
    
    
    
    Dividends paid
    
    
    (4,254
    )
    
    
    
    
    
    
    Proceeds from shareholders loans
    
    
    
    
    
    
    
    
    
    
    350Repayment of shareholders loans
    
    
    
    
    
    
    (451
    )
    
    
    Advances from shareholders, net
    
    
    
    
    
    
    25
    
    
    
    76Deferred finance charges
    
    
    (2,693
    )
    
    
    
    
    
    
    Net cash provided by financing activities
    
    
    142,551
    
    
    
    233,193
    
    
    
    376Net increase in cash
    
    
    25,332
    
    
    
    1,855
    
    
    
    356Cash at beginning of period
    
    
    2,211
    
    
    
    356
    
    
    
    Cash at end of period
    
    
    27,543
    
    
    
    2,211
    
    
    
    356Cash paid for:Interest
    
    
    3,402
    
    
    
    14
    
    
    
    Income taxes (U.S. source income taxes)
    
    
    
    
    
    
    
    
    
    
    Supplemental disclosure of non-cash financing activities:Capital contributed by founding shareholders in the form of legal fees paid
    
    
    
    
    
    
    400
    
    
    
    Increase in accrued offering costs and placement fees
    
    
    
    
    
    
    5,610
    
    
    
    181Amount of forfeited underwriters fee
    
    
    1,433
    
    
    
    
    
    
    
    Shareholder advances converted to notes payable
    
    
    
    
    
    
    101
    
    
    
    Common stock subject to possible redemption
    
    
    
    
    
    
    80,849
    
    
    
    Par value of common stock surrendered and cancelled
    
    
    
    
    
    
    176
    
    
    
    Issuance of $28,250 convertible promissory note due to shareholders (fair value at issue)
    
    
    29,043
    
    
    
    
    
    
    
    Arrangement fee on convertible promissory note due to shareholders
    
    
    288
    
    
    
    
    
    
    
    Common stock no longer subject to redemption
    
    
    17,144
    
    
    
    
    
    
    
    
  F-7




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 1. Basis of Presentation and General Information:
        F-8




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 1. Basis of Presentation and General Information (continued):
  Remaining estimated
    
    
    
    
    
    Dead weightSeller
    
    Jurisdiction
    
    Vessel
    
    Built
    
    useful life
    
    Flag
    
    ton (dwt)Valdis Marine Corp.
    
    Marshall Islands
    
    African Oryx
    
    
    1997
    
    
    14 years
    
    Bahamas
    
    
    24,110Goldie Navigation Ltd.
    
    Marshall Islands
    
    African Zebra
    
    
    1985
    
    
    2 years
    
    Bahamas
    
    
    38,623Kalistos Maritime S.A.
    
    Marshall Islands
    
    Davakis G
    
    
    2008
    
    
    24 years
    
    Bahamas
    
    
    54,051Kalithea Maritime S.A.
    
    Marshall Islands
    
    Delos Ranger
    
    
    2008
    
    
    25 years
    
    Bahamas
    
    
    54,051Pavey Services Ltd.
    
    British Virgin Islands
    
    Bremen Max
    
    
    1993
    
    
    9 years
    
    Isle of Man
    
    
    73,503Shoreline Universal Ltd.
    
    British Virgin Islands
    

    Hamburg Max

    

    

    1994

    

    

    10 years

    

    Isle of Man

    
    
    72,338
     F-9




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 1. Basis of Presentation and General Information (continued):
  Country of
    
    Date ofCompany
    
    Incorporation
    
    Incorporation
    
    Vessel name
    
    Date of DeliverySeanergy Management Corp.
    
    Marshall Islands
    
    May 9 , 2008
    
    N/A
    
    N/AAmazons Management Inc.
    
    Marshall Islands
    
    April 21 , 2008
    
    Davakis G.
    
    August 28, 2008Lagoon Shipholding Ltd.
    
    Marshall Islands
    
    April 21, 2008
    
    Delos Ranger
    
    August 28, 2008Cynthera Navigation Ltd.
    
    Marshall Islands
    
    March 18, 2008
    
    African Oryx
    
    August 28, 2008Martinique International Corp.
    
    British Virgin Islands
    
    May 14, 2008
    
    Bremen Max.
    
    September 11, 2008Harbour Buisness
International Corp.
    
    British Virgin Islands
    
    April 1, 2008
    
    Hamburg Max.
    
    September 25, 2008Waldeck Maritime Co.
    
    Marshall Islands
    
    April 21, 2008
    
    African Zebra
    
    September 25, 2008
     2. Significant Accounting Policies:
 (a) Principles of Consolidation
    F-10




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 2. Significant Accounting Policies (continued):
 (b) Use of Estimates
  (c) Foreign Currency Translation
  (d) Cash and Cash Equivalents
  (e) Inventories
  (f) Vessels
  (g) Vessel Depreciation
  F-11




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 2. Significant Accounting Policies (continued):
 (h) Impairment of Long-Lived Assets (Vessels)
  (i) Goodwill
  (j) Dry-Docking and Special Survey Costs
  (k) Pension and Retirement Benefit Obligations
   F-12




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 2. Significant Accounting Policies (continued):
  (l) Commitments and Contingencies
  (m) Revenue Recognition
  (n) Commissions
  (o) Vessel voyage expenses
  (p) Repairs and Maintenance
  (q) Research and Development and Advertising Costs
  F-13




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 2. Significant Accounting Policies (continued):
 (r) Financing Costs and Capitalized Interest
  (s) Income Taxes
    (t) Earnings (Losses) per Share
  (u) Segment Reporting
  F-14




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 2. Significant Accounting Policies (continued):
 (v) Derivatives
 .
 (w) Share-Based Compensation
  (x) Fair Value Measurements
   (y) Fair Value Option
  F-15




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 2. Significant Accounting Policies (continued):
  (z) Hierarchy of Generally Accepted Accounting principles
  (aa) Recent accounting pronouncements
   F-16




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 2. Significant Accounting Policies (continued):
   3. Transactions with Related Parties:
  
    
    The Master Agreement to purchase an aggregate of six dry bulk vessels from companies
affiliated with certain members of the Restis family, for an aggregate purchase price of
$404,876, including direct transaction costs plus contingent consideration (see Note 5).
    
    A management agreement concluded with EST for the provision of technical management
services relating to vessels for an initial period of two years from the date of signing.
    
    A brokerage agreement was concluded with Safbulk, for the provision of chartering services
for an initial period of two years from the date of signing.
     (a) Management Agreement:
  F-17




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 3. Transactions with Related Parties (continued):
    (b) Charter Agreements:
  (c) Brokerage Agreement:
  (d) Rental Agreement:
  (e) Consultancy Agreement:
  (f) V&P Law Firm (Vgenopoulos Partners):
  F-18




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 3. Transactions with Related Parties (continued):
 (g) Employment Agreements:
     4. Prepaid Expenses and Other Current Assets  Related Parties
  2008
    
    2007Prepaid commission on hire (SAMC)  (see Note 3(b))
    
    
    68
    
    
    
    Office rental deposit (Waterfront SA  (see Note 3(d))
    
    
    180
    
    
    
    248
    
    
    
    
 5. Business Combination:
   Cash paid
    
    $
    367,031Convertible promissory note  related party (Note 11)
    
    $
    29,043Direct transaction costs
    
    $
    8,802Aggregate acquisition cost
    
    $
    404,876Less: Fair value of assets acquired  Vessels
    
    $
    360,081Goodwill on acquisition
    
    $
    44,795
  F-19




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 5. Business Combination (continued):
        Balance beginning of yearGoodwill acquired on August 28, 2008
    
    
    44,795Impairment loss
    
    
    (44,795
    )Balance end of year
    
    
    
 6. Cash and Cash Equivalents and Money Market Funds  Held in Trust:
  2008
    
    2007Cash at bank
    
    
    9,011
    
    
    
    710Term deposits
    
    
    18,532
    
    
    
    1,50127,543
    
    
    
    2,211
 F-20




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  7. Advances (Trade) to Related Party:
   8. Fixed Assets:
  Office furnitureVessel Cost
    
    
    and fittings
    
    
    Total ValueCost:Balance beginning of period
    
    
    
    
    
    
    
    
    
    
    - Additions
    
    
    
    
    
    
    
    
    
    
    Balance, December 31, 2007
    
    
    
    
    
    
    
    
    
    
    - Additions (Note 5)
    
    
    360,081
    
    
    
    9
    
    
    
    360,090- Impairment charge
    
    
    (4,530
    )
    
    
    
    
    
    
    (4,530
    )Balance December 31, 2008
    
    
    355,551
    
    
    
    9
    
    
    
    355,560Accumulated depreciation:Balance beginning of period
    
    
    
    
    
    
    
    
    
    
    - Depreciation charge for the
year
    
    
    
    
    
    
    
    
    
    
    Balance, December 31, 2007
    
    
    
    
    
    
    
    
    
    
    - Depreciation charge for the
year
    
    
    (9,929
    )
    
    
    
    
    
    
    (9,929
    )Balance December 31, 2008
    
    
    (9,929
    )
    
    
    
    
    
    
    (9,929
    )Net book value December 31, 2008
    
    
    345,622
    
    
    
    9
    
    
    
    345,631Net book value December 31, 2007
    
    
    
    
    
    
    
    
    
    
    Net book value January 1, 2007
    
    
    
    
    
    
    
    
    
    
    
    F-21




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 8. Fixed assets (continued):
    9. Deferred Finance Charges:
  2008
    
    2007Arrangement fee convertible promissory note, net of amortization (Note 11)
    
    
    238
    
    
    
    Long term debt issuance costs, net of amortization (Note 12)
    
    
    2,519
    
    
    
    2,757
    
    
    
    
  10. Deferred Revenue  Related Party
  11. Convertible Promissory Note Due to Shareholders:
   F-22




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 11. Convertible Promissory Note Due to Shareholders (continued):
  12. Long-Term Debt:
 Borrower(s)
    
    2008
    
    2007(a)Reducing revolving credit facility
    
    
    54,845
    
    
    
    (b)Term facility
    
    
    157,500
    
    
    
    Total
    
    
    212,345
    
    
    
    Less- current portion
    
    
    (27,750
    )
    
    
    Long-term portion
    
    
    184,595
    
    
    
    
  (a) Reducing Revolving Credit Facility
      F-23




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 12. Long-Term Debt (continued):
 (b) Term Facility
  Borrower(s)
    
    Vessel name
    
    2008
    
    2007(a)Amazons Management Inc.
    
    Davakis G.
    
    
    35,175
    
    
    
    (b)Lagoon Shipholding Ltd.
    
    Delos Ranger
    
    
    35,175
    
    
    
    (c)Cynthera Navigation
    
    African Oryx
    
    
    17,659
    
    
    
    (d)Martinique International Corp.
    
    Bremen Max
    
    
    27,491
    
    
    
    (e)Harbour Business
International Corp.
    
    Hamburg Max
    
    
    28,636
    
    
    
    (f)Waldeck Maritime Co.
    
    African Zebra
    
    
    13,364
    
    
    
    Total
    
    
    
    
    
    
    157,500
    
    
    
    Less- current portion
    
    
    
    
    
    
    (27,750
    )
    
    
    Long-term portion
    
    
    
    
    
    
    129,750
    
    
    
    
      Reducing revolvingTerm Facility
    
    credit facility
    
    Total2009
    
    
    27,750
    
    
    
    
    
    
    
    27,7502010
    
    
    18,950
    
    
    
    
    
    
    
    18,9502011
    
    
    12,800
    
    
    
    6,845
    
    
    
    19,6452012
    
    
    12,800
    
    
    
    12,000
    
    
    
    24,8002013
    
    
    12,800
    
    
    
    12,000
    
    
    
    24,800Thereafter
    
    
    72,400
    
    
    
    24,000
    
    
    
    96,400157,500
    
    
    
    54,845
    
    
    
    212,345
 F-24




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 12. Long-Term Debt (continued):
     
    
    not to borrow any money or permit such borrowings to continue other than by way of
subordinated shareholders loan or enter into any agreement for deferred terms, other than in
any customary suppliers credit terms or any equipment lease or contract hire agreement other
than in ordinary course of business;
    
    no loans, advances or investments in, any person, firm, corporation or joint venture or to
officer director, shareholder or customer or any such person;
    
    not to assume, guarantee or otherwise undertake the liability of any person, firm, company;
    
    not to authorize any capital commitments;
    
    not to declare or pay dividends in any amount greater than 60% of the net cash flow of the
Group as determined by the lender on the basis of the most recent annual audited financial
statements provided, or repay any shareholders loans or make any distributions in excess of
the above amount without the lenders prior written consent (see below for terms of waiver
obtained on December 31, 2008);
    
    not to change the Chief Executive Officer and/or Chairman of the corporate guarantor
without the prior written consent of the lender;
    
    not to assign, transfer, sell or otherwise or dispose vessels or any of the property,
assets or rights without prior written consent of the lender (see also Note 14);
    
    to ensure that the members of the Restis and Koutsolioutsos families (or companies
affiliated with them) own at all times an aggregate of at least 10% of the issued share
capital of the corporate guarantor;
    
    no change of control in either the corporate guarantor without the written consent of the
lender;
 F-25




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 12. Long-Term Debt (continued):
 
    
    not to engage in any business other than the operation of the vessels without the prior
written consent of the lender;
    
    Security margin clause: the aggregate market values of the vessels and the value of any
additional security shall not be less than (or at least) 135% of the aggregate of the
outstanding revolving credit and term facilities and any amount available for drawing under
the revolving facility, less the aggregate amount of all deposits maintained. A waiver dated
December 31, 2008 has been received for the period that the vessels continue to be under their
current charter agreements (see Note 3(b)). The waiver also stipulates that dividends will
not be declared and/or any shareholders loans repaid without the prior written consent of
Marfin Egnatia Bank S.A.
  
    
    ratio of financial indebtedness to earnings, before interest, taxes, depreciation and
amortization (EBITDA) shall be less than 6.5:1 (financial indebtedness or Net Debt are defined
as the sum of all outstanding debt facilities minus cash and cash equivalents). The covenant
is to be tested quarterly on a LTM basis (the last twelve months). The calculation of the
covenant is not applicable for the quarter ended December 31, 2008.
    
    the ratio of LTM (last twelve months) EBITDA to Net Interest Expense shall not be less
than 2:1. The covenant is to be tested quarterly on a LTM basis. The calculation of the
covenant is not applicable for the quarter ended December 31, 2008.
    
    the ratio of total liabilities to total assets shall not exceed 0.70:1;
    
    unrestricted cash deposits, other than in the favour of the lender shall not be less than
2.5% of the financial indebtedness.
    
    average quarterly unrestricted cash deposits, other than in the favour of the lender shall
not be less than 5% of the financial indebtedness.
  13. Capital Structure:
 (a) Common Stock
   F-26




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 13. Capital Structure (continued):
      (b) Common Stock Subject to Redemption
  (c) Preferred Stock
  (d) Warrants
   F-27




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 13. Capital Structure (continued):
 (i)
    
    subject to certain limited exceptions, none of the warrants are transferable or saleable
until after Seanergy Maritime Corp. completes a business combination;(ii)
    
    the warrants are not subject to redemption if held by the initial holders thereof; and(iii)
    
    the warrants may be exercised on a cashless basis if held by the initial holders thereof by
surrendering these warrants for that number of shares of common stock equal to the quotient
obtained by dividing the product of the number of shares of common stock underlying the
warrants, multiplied by the difference between the warrant price and fair value. The fair
value is defined to mean the average reported last sales price of common stock for the 10
trading days ending on the third business day prior to the date on which notice of exercise is
received. A portion of the proceeds from the sale of these insider warrants has been added to
the proceeds from the public offering held in the Trust Account pending the completion of the
Companys initial business combination, with the balance held outside the Trust Account to be
used for working capital purposes. No placement fees were payable on the warrants sold in the
Private Placement. The sale of the warrants to executive officers did not result in the
recognition of any stock-based compensation expense because they were sold at approximate fair
market value.
  
    
    in whole and not in part,
    
    at a price of $0.10 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 stock equals or exceeds $14.25 per share for any 20 trading days
within a 30 trading day period ending three business days prior to the notice of redemption to
the warrant holders.
    (e) Registration Rights:
  F-28




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 13. Capital Structure (continued):
  14. Dividends:
      F-29




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 15. Earnings per Share:
  2008
    
    
    2007
    
    
    2006Basic:Net (loss) income
    
    $
    (31,985
    )
    
    $
    1,445
    
    
    $
    (4
    )Weighted average common shares outstanding
    
    
    26,452,291
    
    
    
    11,754,095
    
    
    
    7,264,893Net income (loss) per common share-basic
    
    $
    (1.21
    )
    
    $
    0.12
    
    
    $
    (0.00
    )Diluted:Net (loss)income
    
    $
    (31,985
    )
    
    $
    1,445
    
    
    $
    (4
    )Weighted average common shares outstanding
    
    
    26,452,291
    
    
    
    11,754,095
    
    
    
    7,264,893Effect of dilutive warrants
    
    
    
    
    
    
    3,282,188
    
    
    
    Diluted weighted average common shares outstanding
    
    
    26,452,291
    
    
    
    15,036,283
    
    
    
    7,264,893Net income (loss) per common share-diluted
    
    $
    (1.21
    )
    
    $
    0.10
    
    
    $
    (0.00
    )
   Private warrants
    
    
    16,016,667Public warrants
    
    
    22,968,000Underwriters purchase options  common shares
    
    
    1,000,000Underwriters purchase options  warrants
    
    
    1,000,000Convertible note  to related party
    
    
    2,260,000Contingently-issuable shares  earn-out (Note 5)
    
    
    4,308,075Total
    
    
    47,552,742
 16. Commitments and Contingencies:
  F-30




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 16. Commitments and Contingencies (continued):
  
 Rental commitments2009
    
    
    6662010
    
    
    6822011
    
    
    700Total
    
    
    2,048
  Rental receipts2009
    
    
    78,490
 17. Vessel Revenue  Related Party, net:
  18. Direct Voyage Expenses:
  2008
    
    
    2007
    
    
    2006Bunkers
    
    
    107
    
    
    
    
    
    
    
    Port expenses
    
    
    44
    
    
    
    
    
    
    
    Total
    
    
    151
    
    
    
    
    
    
    
    
 19. Vessel Operating Expenses:
  2008
    
    
    2007
    
    
    2006Crew wages and related costs
    
    
    1,734
    
    
    
    
    
    
    
    Chemicals and lubricants
    
    
    591
    
    
    
    
    
    
    
    Repairs and maintenance
    
    
    449
    
    
    
    
    
    
    
    Insurance
    
    
    300
    
    
    
    
    
    
    
    Miscellaneous expenses
    
    
    106
    
    
    
    
    
    
    
    Total
    
    
    3,180
    
    
    
    
    
    
    
    
 F-31




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 20. General and Administration Expenses:
  2008
    
    
    2007
    
    
    2006Auditors and accountants fees
    
    
    695
    
    
    
    
    
    
    
    Legal expenses
    
    
    432
    
    
    
    
    
    
    
    D&O Insurance
    
    
    96
    
    
    
    25
    
    
    
    Subscriptions
    
    
    38
    
    
    
    
    
    
    
    Transportation expenses
    
    
    37
    
    
    
    
    
    
    
    Professional fees
    
    
    371
    
    
    
    357
    
    
    
    Other
    
    
    171
    
    
    
    63
    
    
    
    5Total
    
    
    1,840
    
    
    
    445
    
    
    
    5
 21. General and Administration Expenses  Related Party:
  2008
    
    
    2007
    
    
    2006Office rental (Note 3(d))
    
    
    88
    
    
    
    
    
    
    
    Consulting fees (Note 3(e))
    
    
    27
    
    
    
    
    
    
    
    Salaries (Note 3(g))
    
    
    139
    
    
    
    
    
    
    
    Administrative fee (Note 3(a))
    
    
    21
    
    
    
    
    
    
    
    BoD remuneration (Note 3(g))
    
    
    155
    
    
    
    
    
    
    
    Total
    
    
    430
    
    
    
    
    
    
    
    
 22. Interest and Finance Costs:
  2008
    
    
    2007
    
    
    2006Interest on long-term debt
    
    
    2,768
    
    
    
    
    
    
    
    Interest on revolving credit facility
    
    
    799
    
    
    
    
    
    
    
    Amortization of debt issuance costs
    
    
    174
    
    
    
    
    
    
    
    Commitment fee on un-drawn revolving credit
facility
    
    
    39
    
    
    
    
    
    
    
    Other
    
    
    115
    
    
    
    45
    
    
    
    Total
    
    
    3,895
    
    
    
    45
    
    
    
    
 23. Income Taxes:
   F-32




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 23. Income Taxes (continued):
  rd
   24. Financial Instruments:
  (a) Significant Risks and Uncertainties, including Business and Credit Concentration
    F-33




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 24. Financial Instruments (continued):
    (b) Interest Rate Risk :
   (c) Fair Value of Financial Instruments
  2008
    
    
    2007Carrying value
    
    
    Fair value
    
    
    Carrying value
    
    
    Fair valueFinancial assets:Cash and cash equivalents
    
    
    27,543
    
    
    
    27,543
    
    
    
    2,211
    
    
    
    2,211Money market funds  held in trust
    
    
    
    
    
    
    
    
    
    
    232,923
    
    
    
    232,923Advances (trade) to related party
    
    
    577
    
    
    
    577
    
    
    
    
    
    
    
    Prepaid insurance expenses
    
    
    574
    
    
    
    574
    
    
    
    79
    
    
    
    79Prepaid expenses and other current
assets  related parties
    
    
    248
    
    
    
    248
    
    
    
    
    
    
    
    Financial liabilities:Long-term debt
    
    
    212,345
    
    
    
    212,345
    
    
    
    
    
    
    
    Convertible promissory note due to
shareholders
    
    
    29,043
    
    
    
    28,453
    
    
    
    
    
    
    
    Trade accounts and other payables
    
    
    674
    
    
    
    674
    
    
    
    588
    
    
    
    588Due to underwriters
    
    
    419
    
    
    
    419
    
    
    
    5,407
    
    
    
    5,407Accrued expenses
    
    
    541
    
    
    
    541
    
    
    
    
    
    
    
    Accrued interest
    
    
    166
    
    
    
    166
    
    
    
    
    
    
    
    Deferred revenue  related party
    
    
    3,029
    
    
    
    3,029
    
    
    
    
    
    
    
    
  F-34




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 24. Financial Instruments (continued):
   
    
    Cash and cash equivalents, money market funds  held in trust,
advances (trade) to related party, prepaid insurance expenses, prepaid expenses and
other current assets  related parties, trade accounts and other payables, due to
underwriters, accrued expenses, accrued interest and deferred revenue  related
party: The carrying amounts approximate fair value because of the short maturity of
these instruments.
    
    Convertible promissory note: The fair value is determined by a
trinomial Tree approach that takes a single volatility as an input and takes into
account the interest rate curve of the currency of the convertible note, the credit
spread of the Company, the stock volatility, as well as any dividends paid by the
Company, resulting in an imputed interest rate of 1.38%.
    
    Long-term debt: The carrying value approximates the fair market value
as the long-term debt bears interest at floating interest rates.
 (d) Fair Value Hierarchy
  Level 1:
    
    Quoted market prices in active markets for identical assets or liabilities;Level 2:
    
    Observable market based inputs or unobservable inputs that are corroborated by market
data;Level 3:
    
    Unobservable inputs that are not corroborated by market data.
  (e) Fair Value Option
  25. Subsequent Events:
  F-35




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 25. Subsequent Events (continued):
       F-36