##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended March 31, 2008.
 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from                      to                    .
 Commission File Number: 001-33690
 Seanergy Maritime Corp.
  Republic of Marshall Islands
    
    98-0529217(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)
 (Address of Principal Executive Offices including Zip Code)
 (Registrants Telephone Number, Including Area Code)
 (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
 o þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 þ o




---



##### 



Seanergy Maritime Corp. Index to Form 10-Q
 Part I. Financial InformationItem 1. Condensed Consolidated Financial Statements (unaudited)Condensed Consolidated Balance Sheets
    
    
    2Condensed Consolidated Statements of Operations
    
    
    3Condensed Consolidated Statement of Stockholders Equity
    
    
    4Condensed Consolidated Statements of Cash Flows
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 4. Controls and Procedures
    
    
    22Part II. Other InformationItem 5. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23Item 6. Exhibits
    
    
    23SIGNATURESEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATION




---



##### Table of Contents



ITEM
1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 SEANERGY MARITIME CORP. AND SUBSIDIARY
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 March 31,2008(Unaudited)
    
    

December
31,2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    2,108,993
    
    
    $
    2,210,726Money market funds  held in trust
    
    
    232,623,770
    
    
    
    232,923,020Prepaid expenses and other current assets
    
    
    54,702
    
    
    
    79,978Total current assets
    
    $
    234,787,465
    
    
    $
    235,213,724LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses
    
    $
    660,530
    
    
    $
    587,872Amounts due to underwriter
    
    
    5,443,797
    
    
    
    5,407,142Total current liabilities
    
    
    6,104,327
    
    
    
    5,995,014Common stock subject to possible redemption
- 8,084,999 shares at redemption value
    
    
    80,849,990
    
    
    
    80,849,990Commitments and contingenciesShareholders equity:Preferred stock, $0.0001 par value;
authorized - 1,000,000 shares; issued -
none
    
    
    
    
    
    
    Common stock, $0.0001 par value; authorized
- 89,000,000 shares; issued and outstanding
- 28,600,000 shares, inclusive of 8,084,999
shares subject to possible redemption
    
    
    2,860
    
    
    
    2,860Additional paid-in capital
    
    
    146,924,982
    
    
    
    146,924,982Retained earnings
    
    
    2,536,097
    
    
    
    1,440,878Shareholder distributions
    
    
    (1,630,791
    )
    
    
    Total shareholders equity
    
    
    147,833,148
    
    
    
    148,368,720Total liabilities and shareholders equity
    
    $
    234,787,465
    
    
    $
    235,213,724
 See accompanying notes to condensed consolidated financial statements.
 2




---



##### Table of Contents



SEANERGY MARITIME CORP. AND SUBSIDIARY
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
 Period fromAugust 15, 2006Three Months Ended
    
    
    (Inception) toMarch 31,
    
    
    March 31, 20082008
    
    
    2007
    
    
    (Cumulative)Operating expenses
    
    $
    (459,763
    )
    
    $
    (270
    )
    
    $
    (909,378
    )Interest income
    
    
    1,554,982
    
    
    
    3,775
    
    
    
    3,459,560Interest expense  shareholders
    
    
    
    
    
    
    (4,315
    )
    
    
    (14,085
    )Net income (loss)
    
    $
    1,095,219
    
    
    $
    (810
    )
    
    $
    2,536,097Net income (loss) per common share Basic
    
    $
    0.04
    
    
    $
    (0.00
    )Diluted
    
    $
    0.03
    
    
    $
    (0.00
    )Weighted average common shares
outstanding Basic
    
    
    28,600,000
    
    
    
    6,480,496Diluted
    
    
    40,896,510
    
    
    
    6,480,496
 See accompanying notes to condensed consolidated financial statements.
 3




---



##### Table of Contents



SEANERGY MARITIME CORP. AND SUBSIDIARY
 
 CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
 Additional
    
    
    Retained
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    Earnings
    
    
    Shareholder
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    (Deficit)
    
    
    Distributions
    
    
    EquityBalance, August 15, 2006
(Inception)
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Sale of shares to founding
shareholders at $0.0034 per
share
    
    
    7,264,893
    
    
    
    726
    
    
    
    24,274
    
    
    
    
    
    
    
    
    
    
    
    25,000Net loss for the period from
August 15, 2006 (Inception)
to December 31, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,372
    )
    
    
    
    
    
    
    (4.372
    )Balance, December 31,
2006
    
    
    7,264,893
    
    
    
    726
    
    
    
    24,274
    
    
    
    (4,372
    )
    
    
    
    
    
    
    20,628Shares surrendered and
cancelled
    
    
    (1,764,893
    )
    
    
    (176
    )
    
    
    176
    
    
    
    
    
    
    
    
    
    
    
    Sale of shares and warrants
in private placement and
public offering, net of
offering costs of $18,062,268
    
    
    23,100,000
    
    
    
    2,310
    
    
    
    227,350,422
    
    
    
    
    
    
    
    
    
    
    
    227,352,732Sale of underwriters
purchase option
    
    
    
    
    
    
    
    
    
    
    100
    
    
    
    
    
    
    
    
    
    
    
    100Capital contributed by
founding shareholders
    
    
    
    
    
    
    
    
    
    
    400,000
    
    
    
    
    
    
    
    
    
    
    
    400,000Shares reclassified to
Common stock subject to
possible redemption
    
    
    
    
    
    
    
    
    
    
    (80,849,990
    )
    
    
    
    
    
    
    
    
    
    
    (80,849,990
    )Net income for the year
ended December 31, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,445,250
    
    
    
    
    
    
    
    1,445,250Balance, December 31,
2007
    
    
    28,600,000
    
    
    
    2,860
    
    
    
    146,924,982
    
    
    
    1,440,878
    
    
    
    
    
    
    
    148,368,720Net income for the three
months ended March 31, 2008
(Unaudited)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,095,219
    
    
    
    
    
    
    
    1,095,219Distribution paid to public
shareholders at $0.0706 per
share (Unaudited)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,630,791
    )
    
    
    (1,630,791
    )Balance, March 31,
2008 (Unaudited)
    
    
    28,600,000
    
    
    $
    2,860
    
    
    $
    146,924,982
    
    
    $
    2,536,097
    
    
    $
    (1,630,791
    )
    
    $
    147,833,148
 See accompanying notes to condensed consolidated financial statements.
 4




---



##### Table of Contents



SEANERGY MARITIME CORP. AND SUBSIDIARY
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 Period fromAugust 15,2006(Inception) toThree Months Ended
    
    
    March 31,March 31,
    
    
    20082008
    
    
    2007
    
    
    (Cumulative)Net income (loss)
    
    $
    1,095,219
    
    
    $
    (810
    )
    
    $
    2,536,097Adjustments to reconcile net income (loss) to net cash provided by operating
activities:Changes in operating assets and liabilities:(Increase) decrease in Prepaid expenses and other current assets
    
    
    25,276
    
    
    
    15,000
    
    
    
    (54,702
    )Increase (decrease) in Accounts payable and accrued expenses
    
    
    72,658
    
    
    
    (3,500
    )
    
    
    231,493Accrued interest payable to shareholders
    
    
    
    
    
    
    4,316
    
    
    
    Net cash provided by operating activities
    
    
    1,193,153
    
    
    
    15,006
    
    
    
    2,712,888Cash flows from investing activities:Increase in trust account from interest earned on funds held in trust
    
    
    (1,542,386
    )
    
    
    
    
    
    
    (3,420,764
    )Withdrawals from trust account
    
    
    1,878,291
    
    
    
    
    
    
    
    1,878,291Funds placed in trust account from offerings
    
    
    
    
    
    
    
    
    
    
    (231,000,000
    )Net cash provided by (used in) investing activities
    
    
    335,905
    
    
    
    
    
    
    
    (232,542,473
    )Cash flows from financing activities:Proceeds from initial sale of common stock
    
    
    
    
    
    
    
    
    
    
    25,000Gross proceeds from private placement
    
    
    
    
    
    
    
    
    
    
    14,415,000Gross proceeds from public offering
    
    
    
    
    
    
    
    
    
    
    231,000,000Distribution to public shareholders
    
    
    (1,630,791
    )
    
    
    
    
    
    
    (1,630,791
    )Payment of offering costs
    
    
    
    
    
    
    (128,715
    )
    
    
    (11,870,731
    )Proceeds from underwriters purchase option
    
    
    
    
    
    
    
    
    
    
    100Proceeds from shareholders loans
    
    
    
    
    
    
    
    
    
    
    350,000Repayment of shareholders loans
    
    
    
    
    
    
    
    
    
    
    (450,986
    )Advances from shareholders, net
    
    
    
    
    
    
    25,000
    
    
    
    100,986Net cash provided by (used in) financing activities
    
    
    (1,630,791
    )
    
    
    (103,715
    )
    
    
    231,938,578Net increase (decrease) in cash
    
    
    (101,733
    )
    
    
    (88,709
    )
    
    
    2,108,993Cash at beginning of period
    
    
    2,210,726
    
    
    
    355,938
    
    
    
    Cash at end of period
    
    $
    2,108,993
    
    
    $
    267,229
    
    
    $
    2,108,993Cash paid for:Interest
    
    $
    
    
    
    
    
    
    
    $
    14,086Supplemental disclosure of non-cash financing activities:Capital contributed by founding shareholders in the form of legal fees paid
    
    $
    
    
    
    $
    
    
    
    $
    400,000Increase in accrued offering costs and placement fees
    
    $
    
    
    
    $
    286,919
    
    
    $
    5,791,537Shareholder advances converted to notes payable
    
    $
    
    
    
    $
    
    
    
    $
    100,986Common stock subject to possible redemption
    
    $
    
    
    
    $
    
    
    
    $
    80,849,990Par value of common stock surrendered and cancelled
    
    $
    
    
    
    $
    
    
    
    $
    176Fair value of unit purchase option issued to underwriters
    
    $
    
    
    
    $
    
    
    
    $
    7,390,000
 See accompanying notes to condensed consolidated financial statements.
 5




---



##### Table of Contents



SEANERGY MARITIME CORP. AND SUBSIDIARY
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 Three Months Ended March 31, 2008 and 2007
 1. Basis of Presentation
   2. Organization and Proposed Business
    6




---



##### Table of Contents



SEANERGY MARITIME CORP. AND SUBSIDIARY
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 Three Months Ended March 31, 2008 and 2007
  3. Summary of Significant Accounting Policies
 Principles of Consolidation
  Cash Equivalents and Concentrations of Credit Risk
    Income Taxes
    7




---



##### Table of Contents



SEANERGY MARITIME CORP. AND SUBSIDIARY
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 Three Months Ended March 31, 2008 and 2007
 Earnings Per Share
   Insiders warrants
    
    
    16,016,667Public warrants
    
    
    23,100,000Underwriters purchase option
    
    
    2,000,000Total
    
    
    41,116,667
  Use of Estimates
  Fair Value of Financial Instruments
  Share-Based Payments
  8




---



##### Table of Contents



SEANERGY MARITIME CORP. AND SUBSIDIARY
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 Three Months Ended March 31, 2008 and 2007
 Foreign Currency Translation
    Reclassification
  Adoption of New Accounting Policies
   9




---



##### Table of Contents



SEANERGY MARITIME CORP. AND SUBSIDIARY
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 Three Months Ended March 31, 2008 and 2007
  Recent Accounting Pronouncements
    10




---



##### Table of Contents



SEANERGY MARITIME CORP. AND SUBSIDIARY
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 Three Months Ended March 31, 2008 and 2007
  4. Private Placement and Public Offering
   11




---



##### Table of Contents



SEANERGY MARITIME CORP. AND SUBSIDIARY
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 Three Months Ended March 31, 2008 and 2007
     12




---



##### Table of Contents



SEANERGY MARITIME CORP. AND SUBSIDIARY
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 Three Months Ended March 31, 2008 and 2007
     5. Money Market Funds  Held In trust
   13




---



##### Table of Contents



SEANERGY MARITIME CORP. AND SUBSIDIARY
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 Three Months Ended March 31, 2008 and 2007
 6. Notes Payable and Due to Shareholders
   7. Common Stock
     8. Preferred Stock
  14




---



##### Table of Contents



SEANERGY MARITIME CORP. AND SUBSIDIARY
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 Three Months Ended March 31, 2008 and 2007
 9. Commitments and Contingencies
      15




---



##### Table of Contents



SEANERGY MARITIME CORP. AND SUBSIDIARY
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 Three Months Ended March 31, 2008 and 2007
    10. Registration Rights
    16




---



##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Forward Looking Statements
  Overview
  Recent Accounting Pronouncements
   17




---



##### Table of Contents



Adoption of New Accounting Policy
  18




---



##### Table of Contents



Critical Accounting Policies and Estimates
   Income Taxes
   19




---



##### Table of Contents



Dividends.
  Use of Estimates
  Results of Operations
 Three Months ended March 31, 2008
    Three Months ended March 31, 2007
   Period from August 15, 2006 (Inception) through March 31, 2008
    20




---



##### Table of Contents



Liquidity and Capital Resources
    21




---



##### Table of Contents



Off-Balance Sheet Arrangements
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
  22




---



##### Table of Contents



PART II  OTHER INFORMATION
 
 ITEM 5. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
     
 ITEM 6. EXHIBITS
 Exhibit No.
    
    Description31.1
    
    Certification of the Chief Executive Officer (Principal
Executive Officer) pursuant to Rule 13a-14(a) of the
Securities Exchange Act, as amended31.2
    
    Certification of the Chief Financial Officer and (Principal
Accounting Officer) pursuant to Rule 13a-14(a) of the
Securities Exchange Act, as amended32.1
    
    Certification of the Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal
Accounting Officer) pursuant to 18 U.S.C. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
 23




---



##### Table of Contents



SIGNATURES
  SEANERGY MARITIME CORP.May 12, 2008
    By:
    /s/ Panagiotis ZafetPanagiotis ZafetChief Executive Officer and Co-Chairman of the
Board 24